Inflection Point Acquisition Corp. VI

EX-2.1 · BUSINESS COMBINATION AGREEMENT, DATED AS OF JUNE 8, 2026, BY AND AMONG INFLECTIO

EX-2.1
 2
 ea029394001ex2-1.htm
 BUSINESS COMBINATION AGREEMENT, DATED AS OF JUNE 8, 2026, BY AND AMONG INFLECTION POINT ACQUISITION CORP. VI, IPFX PUBCO, INC., IPFX MERGER SUB, INC. AND QUANTUM SPACE, LLC

 Exhibit 2.1

 Execution Version

 Dated June 8, 2026

 Business Combination Agreement

 by and among

 Inflection Point Acquisition Corp. VI

 as the Purchaser

 IPFX Pubco, Inc.

 as Pubco

 IPFX Merger Sub, Inc.

 as Merger Sub

 and

 Quantum Space, LLC

 as the Company

  

 Article I Transactions
 4

 Section 1.01
 Closing Transactions
 4

 Section 1.02
 Effective Time of the Merger
 7

 Section 1.03
 Effects of the Merger
 7

 Section 1.04
 No Fractional Shares
 9

 Section 1.05
 Withholding Taxes
 9

 Section 1.06
 Further Assurances.
 9

 Article II Closing
 9

 Section 2.01
 Closing
 9

 Section 2.02
 Closing Documents
 9

 Article III Representations and Warranties of the Company
 10

 Section 3.01
 Organization and Standing
 10

 Section 3.02
 Authorization; Binding Agreement
 10

 Section 3.03
 Capitalization
 11

 Section 3.04
 Subsidiaries
 12

 Section 3.05
 No Conflict; Governmental Consents and Filings
 12

 Section 3.06
 Financial Statements
 13

 Section 3.07
 Undisclosed Liabilities
 13

 Section 3.08
 Absence of Certain Changes
 13

 Section 3.09
 Compliance with Laws
 14

 Section 3.10
 Government Contracts
 14

 Section 3.11
 Company Permits
 17

 Section 3.12
 Litigation
 18

 Section 3.13
 Material Contracts
 18

 Section 3.14
 Intellectual Property
 20

 Section 3.15
 Taxes and Returns
 24

 Section 3.16
 Real Property
 26

 Section 3.17
 Personal Property
 27

 Section 3.18
 Employee Matters
 27

 Section 3.19
 Benefit Plans
 28

 Section 3.20
 Environmental Matters
 29

 Section 3.21
 Transactions with Related Persons
 30

 Section 3.22
 Insurance
 30

 Section 3.23
 Top Customers and Suppliers
 31

 Section 3.24
 Certain Business Practices
 31

 Section 3.25
 Investment Company Act
 32

 Section 3.26
 Finders and Brokers
 33

 Section 3.27
 Independent Investigation
 33

 Section 3.28
 Information Supplied
 33

 Section 3.29
 No Additional Representations or Warranties
 33

 Article IV Representations and Warranties of PubCo
 34

 Section 4.01
 Organization and Standing
 34

 Section 4.02
 Authorization; Binding Agreement
 34

 Section 4.03
 No Prior Operations; Subsidiaries
 34

 Section 4.04
 Capitalization
 35

 Section 4.05
 Governmental Approvals
 35

 Section 4.06
 No Liabilities; No Distributions
 36

 Section 4.07
 No Additional Representations or Warranties
 36

   i

 Article V Representations and Warranties of Merger Sub
 36

 Section 5.01
 Organization and Standing
 36

 Section 5.02
 Authorization; Binding Agreement
 37

 Section 5.03
 No Prior Operations; Subsidiaries
 37

 Section 5.04
 Capitalization
 37

 Section 5.05
 Governmental Approvals
 38

 Section 5.06
 No Liabilities; No Distributions
 38

 Section 5.07
 No Additional Representations or Warranties
 38

 Article VI Representations and Warranties of the Purchaser
 39

 Section 6.01
 Organization and Standing
 39

 Section 6.02
 Authorization; Binding Agreement
 39

 Section 6.03
 Governmental Approvals
 40

 Section 6.04
 Non-Contravention
 40

 Section 6.05
 Capitalization
 40

 Section 6.06
 SEC Filings and Purchaser Financials; Internal Controls
 42

 Section 6.07
 Absence of Certain Changes
 43

 Section 6.08
 Undisclosed Liabilities
 43

 Section 6.09
 Compliance with Laws
 43

 Section 6.10
 Legal Proceedings; Orders; Permits
 43

 Section 6.11
 Taxes and Returns
 43

 Section 6.12
 Properties
 45

 Section 6.13
 Investment Company Act
 45

 Section 6.14
 Trust Account
 45

 Section 6.15
 Finders and Brokers
 46

 Section 6.16
 Certain Business Practices
 46

 Section 6.17
 Insurance
 47

 Section 6.18
 Information Supplied
 47

 Section 6.19
 Independent Investigation
 47

 Section 6.20
 Employees; Benefit Plans
 47

 Section 6.21
 Section 280G
 48

 Section 6.22
 CFIUS Foreign Person Status
 48

 Section 6.23
 No Additional Representations or Warranties
 48

 Article VII Covenants
 49

 Section 7.01
 Access and Information; Cooperation
 49

 Section 7.02
 Conduct of Business of the Company
 50

 Section 7.03
 Conduct of Business of the Purchaser
 54

 Section 7.04
 Annual and Interim Financial Statements
 56

 Section 7.05
 Purchaser Public Filings
 57

 Section 7.06
 No Solicitation
 57

 Section 7.07
 No Trading
 58

 Section 7.08
 Notification of Certain Matters
 59

 Section 7.09
 Efforts
 59

 Section 7.10
 Trust Account
 60

 Section 7.11
 Tax Matters
 61

 Section 7.12
 Further Assurances
 63

 Section 7.13
 The Preparation of Proxy Statement/Registration Statement; Shareholders’ Meeting and Approvals
 64

 Section 7.14
 Equity Incentive Matters
 67

 Section 7.15
 Public Announcements
 69

 Section 7.16
 Confidential Information
 69

 Section 7.17
 Post-Closing Board of Directors and Executive Officers
 71

   ii

 Section 7.18
 Indemnification of Directors and Officers; Tail Insurance
 71

 Section 7.19
 PIPE Investment; Prime Movers Financing
 72

 Section 7.20
 Recapitalization
 73

 Section 7.21
 Domestication
 73

 Section 7.22
 Affiliate Agreements
 74

 Section 7.23
 Listing
 74

 Section 7.24
 Treatment of Closing Indebtedness
 74

 Section 7.25
 IP Assignment Recordation
 74

 Section 7.26
 Trademark Assignment
 74

 Article VIII Closing Conditions
 74

 Section 8.01
 Conditions to Each Party’s Obligations
 74

 Section 8.02
 Conditions to Obligations of the Company
 75

 Section 8.03
 Conditions to Obligations of the Purchaser Parties
 77

 Section 8.04
 Frustration of Conditions
 78

 Article IX Termination and Expenses
 78

 Section 9.01
 Termination
 78

 Section 9.02
 Effect of Termination
 80

 Article X Miscellaneous
 80

 Section 10.01
 No Survival
 80

 Section 10.02
 Notices
 81

 Section 10.03
 Binding Effect; Assignment
 81

 Section 10.04
 Third Parties
 81

 Section 10.05
 Fees and Expenses
 81

 Section 10.06
 Governing Law
 81

 Section 10.07
 Jurisdiction.
 82

 Section 10.08
 WAIVER OF JURY TRIAL
 82

 Section 10.09
 Specific Performance
 82

 Section 10.10
 Severability
 82

 Section 10.11
 Amendment; Waiver
 82

 Section 10.12
 Entire Agreement
 83

 Section 10.13
 Interpretation
 83

 Section 10.14
 Counterparts
 84

 Section 10.15
 Legal Representation
 84

 Section 10.16
 Waiver of Claims Against Trust
 85

 Section 10.17
 Company and Purchaser Disclosure Letters
 86

 Section 10.18
 No Recourse
 86

 Article XI Definitions
 86

 Section 11.01
 Certain Definitions
 86

 Exhibits

 Exhibit A
 Form of Tax Receivable Agreement

 Exhibit B
 Form of A&R Registration Rights Agreement

 Exhibit C-1
 Form of Sponsor Lock-Up Agreement

 Exhibit C-2
 Form of Seller Lock-Up Agreement

 Exhibit D
 Form of PIPE Subscription Agreement

   iii

 BUSINESS COMBINATION AGREEMENT

 This Business Combination
Agreement (this “ Agreement ”) is made and entered into as of June 8, 2026 by and among Inflection Point Acquisition
Corp. VI, a Cayman Islands exempted company (which shall transfer by way of continuation to and domesticate as a Delaware corporation
prior to the Closing) (the “ Purchaser ”), IPFX PubCo, Inc., a Delaware corporation and wholly owned subsidiary of the
Purchaser (“ Pubco ”), IPFX Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Pubco (“ Merger
Sub ”), and Quantum Space, LLC, a Delaware limited liability company (the “ Company ”). The Purchaser, Pubco,
Merger Sub and the Company are sometimes referred to herein individually as a “ Party ” and, collectively, as the “ Parties .”

 RECITALS:

 WHEREAS , the Purchaser
is a special purpose acquisition company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;

 WHEREAS , Pubco is a
newly incorporated Delaware corporation and wholly owned subsidiary of the Purchaser, formed for purposes of consummating the Transactions,
and the authorized capital stock of Pubco consists of 5,000 shares of common stock, par value $0.01 per share;

 WHEREAS , Merger Sub
is a newly incorporated Delaware corporation and direct, wholly owned subsidiary of Pubco formed for the purpose of effectuating the Merger
(as defined below);

 WHEREAS , at least one
day prior to the Closing Date and subject to the satisfaction or waiver of the conditions of this Agreement (other than those conditions
that by their nature are to be satisfied at the Closing), the Purchaser shall de-register in the Cayman Islands by way of continuation
out of the Cayman Islands and into the State of Delaware and domesticate as a Delaware corporation in accordance with Section 388 of the
Delaware General Corporation Law, as amended (the “ DGCL ”), and section 206 of the Cayman Companies Act (such de-registration,
continuation and domestication, the “ Domestication ”);

 WHEREAS , immediately
prior to the Closing, the Company will effectuate a recapitalization, pursuant to which, among other things, all outstanding equity securities
of the Company, other than the Series B Preferred Units and Series B Warrants issued to the Series B Investors in the Series B Investment,
will be converted or exchanged into Company Common Units, and will be set forth in the Company A&R Operating Agreement, the result
of which, among other things, will be that the Sellers will collectively hold Company Common Units as of immediately prior to the Closing
(the “ Recapitalization ”);

 WHEREAS , (i) immediately
prior to the Domestication, each then issued and outstanding Purchaser Class B Ordinary Share shall convert, on a one-for-one basis, into
a Purchaser Class A Ordinary Share in accordance with the terms of the Sponsor Support Agreement (the “ Sponsor Share Conversion ”);
and (ii) in connection with the Domestication, (x) each then issued and outstanding Purchaser Class A Ordinary Share shall convert automatically,
on a one-for-one basis, into a share of Purchaser Class A Common Stock (“ Domesticated Purchaser Class A Common Stock ”),
(y) each then issued and outstanding warrant of the Purchaser (each, a “ Cayman Purchaser Warrant ”) shall convert automatically
into a warrant to acquire one share of Purchaser Class A Common Stock (each, a “ Domesticated Purchaser Warrant ”) pursuant
to the Warrant Agreement, and (z) each then issued and outstanding unit of the Purchaser (the “ Cayman Purchaser Units ”)
shall be cancelled and will thereafter entitle the holder thereof to one share of Domesticated Purchaser Class A Common Stock and one-third
(1/3rd) of one Domesticated Purchaser Warrant;

   1

 WHEREAS , on the
Closing Date, on the terms and subject to the conditions of this Agreement and in accordance with the DGCL, Merger Sub will merge
with and into Purchaser, with Purchaser continuing as the surviving corporation and a direct, wholly owned subsidiary of Pubco (the
“ Merger ”), as a result of which, among other things, each then issued and outstanding share of Domesticated
Purchaser Class A Common Stock shall convert automatically into a share of Pubco Class A-1 Common Stock and each then issued and
outstanding Domesticated Purchaser Warrant shall convert automatically into a warrant to acquire one share of Pubco Class A-1 Common
Stock (each, a “ Pubco Warrant ”), upon the terms set forth in a Warrant Assumption Agreement in form and substance
reasonably satisfactory to the Company and the Purchaser (the “ Warrant Assumption Agreement ”);

 WHEREAS , on the Closing
Date, immediately following the Merger, (a) each Seller identified on the Closing Member Schedule and the Exchange Schedule as a “Direct
Pubco Seller” (each, a “ Direct Pubco Seller ”) will contribute, automatically and without further action by such
Seller, to Pubco all of such Direct Pubco Seller’s Company Common Units in exchange for shares of Pubco Class A-1 Common Stock or
shares of Pubco Class A-2 Common Stock, and (b) each Seller identified on the Closing Member Schedule and the Exchange Schedule as an
“Up-C Seller” (each, an “ Up-C Seller ”) will contribute, automatically and without further action by such
Seller, to Pubco the number of Company Common Units set forth opposite such Up-C Seller’s name on the Exchange Schedule in exchange
for shares of Pubco Class A-1 Common Stock or shares of Pubco Class A-2 Common Stock, and will retain the balance of such Up-C Seller’s
Company Common Units;

 WHEREAS , on the Closing
Date, simultaneously with the contributions described in the immediately preceding recital, each Series B Investor holding Series B Preferred
Units will (a) contribute to Pubco all of such holder’s Series B Preferred Units in exchange for shares of Pubco Convertible Preferred
Stock, and (b) have the option to elect to contribute to Pubco all of such holder’s Series B Warrants in exchange for Preferred
Investor Warrants, in each case, upon the terms set forth in the Series B SPA;

 WHEREAS , on the Closing
Date, in connection with the Transactions, each Up-C Seller (in such capacity, a “ Class B Subscriber ”) will purchase
from Pubco, for consideration not greater than the par value of such stock, a number of shares of Pubco Class B-1 Common Stock or shares
of Pubco Class B-2 Common Stock set forth in the Closing Member Schedule and Exchange Schedule, in each case in respect of the Company
Common Units retained by such Up-C Seller following the Seller Contributions, upon the terms set forth in the Seller Class B Subscription
Agreement in form and substance reasonably satisfactory to the Company and the Purchaser (the “ Seller Class B Subscription Agreement ”);

 WHEREAS , on the Closing
Date, immediately following the Merger and the contributions and purchases described in the four immediately preceding recitals, (a) Pubco
will contribute to Purchaser (i) all of the Company Common Units, Series B Preferred Units and Series B Warrants (if any) received by
Pubco pursuant to such contributions and (ii) all remaining cash held by Pubco (after payment of all applicable expenses and any amounts
retained by Pubco), and (b) Purchaser will, in turn, contribute to the Company the cash received from Pubco described in clause (a)(ii)
in exchange for additional Company Common Units, Series B Preferred Units and Series B Warrants;

 WHEREAS , as a condition
and inducement to the Company’s willingness to enter into this Agreement, simultaneously with the execution and delivery of this
Agreement, the Sponsor has executed and delivered to the Company the Sponsor Support Agreement, pursuant to which the Sponsor has agreed
to, among other things, vote to adopt and approve this Agreement and the other documents contemplated hereby (including the applicable
Ancillary Documents) and the transactions contemplated hereby and thereby;

 WHEREAS , as a
condition and inducement to the Purchaser’s willingness to enter into this Agreement, simultaneously with the execution and
delivery of this Agreement, the Required Members (as set forth on Schedule I) have executed and delivered to the Purchaser the
Member Support Agreement, pursuant to which the Required Members have agreed to, among other things, vote (or act by written
consent) to adopt and approve, upon the effectiveness of the Registration Statement, this Agreement and the other documents
contemplated hereby (including the applicable Ancillary Documents) and the transactions contemplated hereby and thereby;

   2

 WHEREAS , as a condition
and inducement to the Parties’ willingness to enter into this Agreement, simultaneously with the execution and delivery of this
Agreement, the Company and the investors named therein (the “ Series B Investors ”) have executed and delivered the Series
B SPA, pursuant to which the Series B Investors have agreed, among other things, to purchase from the Company, and the Company has agreed,
among other things, to sell to the Series B Investors, Series B Preferred Units and Series B Warrants, for an aggregate purchase price
of approximately $60 million (the “ Series B Investment ”);

 WHEREAS , as a condition
and inducement to the Parties’ willingness to enter into this Agreement, simultaneously with the execution and delivery of this
Agreement, the Company, the Purchaser, and the investors party thereto have executed and delivered subscription agreements substantially
in the form attached hereto as Exhibit D (the “ PIPE Subscription Agreements ”), pursuant to which, and on the terms
and subject to the conditions of which, such investors (the “ PIPE Investors ”) have agreed to purchase from Pubco shares
of Pubco Series A Convertible Preferred Stock and Preferred Investor Warrants (collectively, the “ PIPE Securities ”)
(together with any additional PIPE Subscription Agreements entered into prior to the Closing, excluding, for the avoidance of doubt, the
Series B Investment, the “ PIPE Investment ”), for an aggregate purchase price of approximately $240 million, with such
purchases to be consummated prior to or substantially concurrently with the Closing;

 WHEREAS , simultaneously
with the Closing, the Up-C Sellers, the Company, and Purchaser shall amend and restate the Company LLC Agreement by adopting the Eighth
Amended and Restated Limited Liability Company Agreement of the Company in form and substance reasonably satisfactory to the Company and
the Purchaser (the “ Company A&R Operating Agreement ”) to, among other things, permit the issuance and ownership
of the Company Units as contemplated to be issued and owned upon consummation of the Transactions and admit the Purchaser as the managing
member of the Company;

 WHEREAS , simultaneously
with the Closing, the Company, Purchaser, Pubco and each Seller identified on the Closing Member Schedule as a “Participating TRA
Holder” will enter into a Tax Receivable Agreement in substantially the form attached hereto as Exhibit A (the “ Tax
Receivable Agreement ”);

 WHEREAS , simultaneously
with the Closing, the Sponsor, Pubco, the Sellers and the other parties thereto will enter into an Amended and Restated Registration Rights
Agreement in substantially the form attached hereto as Exhibit B (the “ A&R Registration Rights Agreement ”);

 WHEREAS , simultaneously
with the Closing, (a) the Sponsor and Pubco will enter into a Lock-Up Agreement in substantially the form attached hereto as Exhibit C-1
(the “ Sponsor Lock-Up Agreement ”) and (b) Pubco, the Sellers and the other parties thereto will enter into a Lock-Up
Agreement in substantially the form attached hereto as Exhibit C-2 (the “ Seller Lock-Up Agreement ”, and together
with the Sponsor Lock-Up Agreement, the “ Lock-Up Agreements ”);

 WHEREAS , in connection
with the Closing, subject to the terms and conditions herein, the Purchaser, Pubco, Merger Sub and the Company will consummate the contributions
and other transactions set forth in Article I (collectively, the “ Closing Transactions ” and together with
the other transactions contemplated by this Agreement, the “ Transactions ”);

 WHEREAS , the Parties
intend that, for U.S. federal and applicable state and local income tax purposes, the Transactions will be treated in the manner set forth
in Section 7.11(a) ;

   3

 WHEREAS , the
board of directors of the Company has unanimously: (a) determined that it is in the best interests of the Company and the members of
the Company, and declared it advisable, for the Company to enter into this Agreement and the Ancillary Documents to which the
Company is or will be a party and consummate the Transactions (including the Recapitalization and the Merger); (b) approved this
Agreement, the Ancillary Documents to which the Company is or will be a party and the Transactions (including the Recapitalization
and the Merger) on the terms and subject to the conditions of this Agreement and (c) recommended, among other things, the approval
and adoption of this Agreement and the Transactions (including the Recapitalization and the Merger) by the Required Members entitled
to vote thereon;

 WHEREAS , the board
of directors of the Purchaser has unanimously: (a) determined that it is in the best interests of the Purchaser and the Purchaser Shareholders,
and declared it advisable, for the Purchaser to enter into this Agreement and the Ancillary Documents to which the Purchaser is or will
be a party and consummate the Transactions (including the Domestication); (b) approved this Agreement, the Ancillary Documents to which
the Purchaser is or will be a party and the Transactions (including the Domestication) on the terms and subject to the conditions of this
Agreement; and (c) recommended, among other things, the approval and adoption of this Agreement and the Transactions (including the Domestication)
by the Purchaser Shareholders entitled to vote thereon;

 WHEREAS , the board
of directors of Pubco has unanimously: (a) determined that it is in the best interests of Pubco and its sole stockholder, and declared
it advisable, for Pubco to enter into this Agreement and the Ancillary Documents to which Pubco is or will be a party and consummate the
Transactions; and (b) approved this Agreement, the Ancillary Documents to which Pubco is or will be a party and the Transactions on the
terms and subject to the conditions of this Agreement; and

 WHEREAS , the board
of directors of Merger Sub has unanimously: (a) determined that it is in the best interests of Merger Sub and its sole stockholder, and
declared it advisable, for Merger Sub to enter into this Agreement and the Ancillary Documents to which Merger Sub is or will be a party
and consummate the Transactions; and (b) approved this Agreement, the Ancillary Documents to which Merger Sub is or will be a party and
the Transactions on the terms and subject to the conditions of this Agreement.

 NOW, THEREFORE , in
consideration of the premises set forth above, and the representations, warranties, covenants and agreements contained in this Agreement,
and for other consideration, the receipt and sufficiency of which is acknowledged and agreed to by the Parties, and intending to be legally
bound hereby, the Parties hereto agree as follows:

 Article
I

Transactions

 Section 1.01 Closing Transactions . On the terms and subject to the conditions set forth in this Agreement, the following transactions
shall occur in the order set forth in this Section 1.01 :

 (a) At
least one day prior to the Closing Date, the Parties shall cause the Domestication to be consummated in accordance with Section 7.21 ,
including the filing of the certificate of corporate domestication and the certificate of incorporation of Purchaser with the Secretary
of State of the State of Delaware.

 (b) Immediately prior to the Closing, the Company shall cause the Recapitalization to be consummated in accordance with Section
7.20 , the Closing Member Schedule, the Company’s Organizational Documents and the Company A&R Operating Agreement.

 (c) At
the Merger Effective Time, on the terms and subject to the conditions set forth herein and in accordance with the applicable provisions
of the DGCL, Merger Sub and the Purchaser shall consummate the Merger, pursuant to which Merger Sub shall be merged with and into the
Purchaser, following which the separate corporate existence of Merger Sub shall cease and Purchaser shall continue as the surviving corporation
after the Merger and as a direct, wholly owned subsidiary of Pubco, with the effects set forth in Section 1.02 and Section
1.03 .

   4

 (d) Immediately
following the Merger Effective Time, each Seller shall contribute, assign, transfer, convey and deliver to Pubco, free and clear of all
Liens (other than Liens arising under the Company A&R Operating Agreement, the Pubco Charter, the Pubco Bylaws and restrictions on
transfer under securities-related Law), the number of Company Common Units set forth opposite such Seller’s name on the Exchange
Schedule, which (i) in the case of each Direct Pubco Seller shall be all of the Company Common Units held or received by such Direct
Pubco Seller pursuant to the Recapitalization and (ii) in the case of each Up-C Seller shall be the scheduled portion of such Up-C Seller’s
Company Common Units, with such Up-C Seller retaining the balance of such Up-C Seller’s Company Common Units, in exchange for,
on a one-for-one basis, (A) in the case of each Seller (other than any Seller so designated on the Exchange Schedule), a number of shares
of Pubco Class A-1 Common Stock equal to the number of Company Common Units so contributed by such Seller and (B) in the case of any
Seller so designated on the Exchange Schedule, a number of shares of Pubco Class A-2 Common Stock equal to the number of Company Common
Units so contributed by such Seller, in each case upon the terms set forth in this Agreement, the Requisite Member Approval, the Closing
Member Schedule and the Exchange Schedule (the “ Seller Contributions ”); provided , that , with respect
to each Up-C Seller, the scheduled portion of such Up-C Seller’s Company Common Units to be contributed pursuant to this Section
1.01(d) shall be equal to one percent (1%) of the Company Common Units held by such Up-C Seller immediately following the Recapitalization
(the “ Default Contribution Percentage ”).

 (e) Simultaneously
with the Seller Contributions, each holder of Series B Preferred Units shall contribute, assign, transfer, convey and deliver to Pubco,
free and clear of all Liens (other than restrictions on transfer under securities-related Law), all of such holder’s Series B Preferred
Units in exchange for a number of shares of Pubco Convertible Preferred Stock equal to the quotient of (i) the aggregate Series B Preference
Amount of such holder’s Series B Preferred Units so contributed by such holder, divided by (ii) $12.00, in each case upon the terms
set forth in the Series B SPA (the “ Preferred Contributions ”). For the avoidance of doubt, no holder of Series B Preferred
Units shall, solely by virtue of holding Series B Preferred Units and participating in the Preferred Contributions, be deemed to be an
Up-C Seller, a Class B Subscriber or an Exchange Party, in each case unless such holder is separately a holder of retained Company Common
Units following the Recapitalization and the Seller Contributions and is so designated on the Closing Member Schedule and the Exchange
Schedule. No fractional shares of Pubco Convertible Preferred Stock, or certificates or scrip representing fractional shares of Pubco
Convertible Preferred Stock, will be issued upon the Preferred Contributions. Any fractional shares of Pubco Convertible Preferred Stock
will be rounded down to the nearest whole number.

 (f) Simultaneously
with the Seller Contributions and the Preferred Contributions, each Electing Warrantholder shall contribute, assign, transfer, convey
and deliver to Pubco, free and clear of all Liens (other than Liens arising under the Company A&R Operating Agreement, the Pubco
Charter, the Pubco Bylaws and restrictions on transfer under securities-related Law), the Series B Warrants exercisable for the number
of Company Common Units set forth opposite such holder’s name on the Exchange Schedule to Pubco, in exchange for, a Preferred Investor
Warrant initially exercisable for a number of shares of Pubco Class A-1 Common Stock equal to the quotient of (i) the aggregate exercise
price of such holder’s Series B Warrants so contributed by such holder, divided by $12.00 (the “ Warrant Contributions ”).

 (g) Simultaneously
with, or immediately following, the Seller Contributions, the Preferred Contributions and the Warrant Contributions, each PIPE Investor
shall purchase, and Pubco shall issue and sell to such PIPE Investor, the PIPE Securities subscribed for by such PIPE Investor, free
and clear of all Liens (other than restrictions on transfer under securities-related Law), in exchange for the PIPE Investment proceeds
payable by such PIPE Investor, in each case in accordance with the applicable PIPE Subscription Agreement.

   5

 (h) The Purchaser shall make any payments required to be made by the Purchaser in connection with the Redemptions elected by the Purchaser
Shareholders by wire of immediately available funds from the Trust Account.

 (i) Pubco shall pay, or cause to be paid, all Purchaser Transaction Costs up to the Purchaser Expense Cap, to the extent such Purchaser
Transaction Costs are not paid prior to the Closing, to the applicable payees, by wire of immediately available funds from the Trust Account.

 (j) Pubco
shall pay, or cause to be paid, all Company Transaction Costs, to the extent such Company Transaction Costs are not paid prior to the
Closing, to the applicable payees as identified by the Company, by wire of immediately available funds from the Trust Account; provided ,
that Pubco shall pay, or cause to be paid, any amounts included in the Company Transaction Costs that represent compensation to employees
of the Target Companies for payment to the applicable service provider at the time required by the applicable arrangement through the
payroll system of the applicable Target Company; provided , further , that the amounts paid (or caused to be paid) by Pubco
pursuant to this Section 1.01(j) shall be treated (i) first, as a contribution to capital of Purchaser and (ii) second, as a direct
or indirect contribution to capital of the applicable Target Company by Purchaser.

 (k) Immediately following the transactions set forth in Section 1.01(d) , Section 1.01(e) and Section 1.01(f) ,
Pubco shall contribute, assign, transfer, convey and deliver to Purchaser, free and clear of all Liens (other than Liens arising under
the Company A&R Operating Agreement and restrictions on transfer under securities-related Law), (i) all of the Company Common Units
received by Pubco pursuant to Section 1.01(d) , (ii) all of the Series B Preferred Units received by Pubco pursuant to Section
1.01(e) , and (iii) all of the Series B Warrants received by Pubco pursuant to Section 1.01(f).

 (l) Immediately
following the transactions set forth in Section 1.01(d) and Section 1.01(e ), Pubco shall contribute to Purchaser all remaining
Available Purchaser Closing Cash held by Pubco (after payment of all applicable Purchaser Transaction Costs and Company Transaction Costs
to be paid at the Closing pursuant to Section 1.01(i) and Section 1.01(j)) .

 (m) Immediately
following the transactions described in Section 1.01(l), Purchaser shall contribute to the Company an amount in cash equal to
the remaining Available Purchaser Closing Cash contributed to Purchaser by Pubco pursuant to Section 1.01(l) (such contributions
from Purchaser to the Company, the “ Closing Date Cash Contributions ”), in exchange for (x) a number of additional
Company Common Units and (y) a number of additional Series B Preferred Units, in each case as set forth on the Closing Member Schedule
and on the Exchange Schedule. The Closing Date Cash Contributions, together with the amounts treated as contributions to capital of the
Company pursuant to Section 1.01(j) are referred to herein as the “ Closing Contributions ”.

 (n) Simultaneously
with or immediately after the Seller Contributions, Pubco shall issue and sell to each Up-C Seller, and each such Up-C Seller shall purchase
from Pubco, free and clear of all Liens (other than Liens arising under the Pubco Organizational Documents (in each case, at and following
the Closing) or restrictions on transfer under any securities-related Law), (i) in the case of each such Up-C Seller (other than any
Up-C Seller so designated on the Exchange Schedule), a number of shares of Pubco Class B-1 Common Stock equal to the number of Company
Common Units retained by such Up-C Seller following the Seller Contributions and (ii) in the case of any Up-C Seller so designated on
the Exchange Schedule, a number of shares of Pubco Class B-2 Common Stock equal to the number of Company Common Units retained by such
Up-C Seller following the Seller Contributions, in each case as set forth on the Closing Member Schedule and the Exchange Schedule, in
exchange for the payment to Pubco by each such Up-C Seller of adequate consideration (in each case, not to exceed a per-share price equal
to the par value per share of the Pubco Class B-1 Common Stock or the Pubco Class B-2 Common Stock, as applicable), in each case as such
consideration amount is set forth in the Seller Class B Subscription Agreement (the “ Seller Subscription Amount ”).
For the avoidance of doubt, (x) the aggregate consideration to be received in respect of the Transactions by the Sellers shall be equal
to (and in no event shall exceed) the Aggregate Consideration, and the paired non-economic voting shares of Pubco Class B-1 Common Stock
and Pubco Class B-2 Common Stock purchased by Up-C Sellers pursuant to this Section 1.01(n ) shall not constitute Aggregate Consideration,
and (y) no Direct Pubco Seller shall purchase or receive any Pubco Class B-1 Common Stock or Pubco Class B-2 Common Stock in connection
with the Transactions, and no Direct Pubco Seller shall be an Exchange Party or retain any Company Common Units. The aggregate number
of Company Common Units, Series B Preferred Units and the number of Company Common Units issuable upon exercise of the Series B Warrants
(and the exercise price per Common Unit of such Series B Warrants) held by Purchaser following the foregoing transactions shall mirror
the aggregate number of shares of Pubco Class A-1 Common Stock and Pubco Class A-2 Common Stock, the aggregate number of shares of Pubco
Convertible Preferred Stock and the aggregate number of shares of Pubco Class A-1 Common Stock issuable upon exercise of the Preferred
Investor Warrants (and the exercise price per share of Pubco Class A-1 Common Stock of such Preferred Investor Warrants), respectively,
issued and outstanding immediately following the Closing.

   6

 (o) Simultaneously
with the Closing, (i) the Up-C Sellers, the Company, Purchaser and Pubco shall execute and deliver the Company A&R Operating Agreement,
(ii) the Company, Purchaser, Pubco and each Person designated on the Closing Member Schedule as a Participating TRA Holder shall execute
and deliver the Tax Receivable Agreement, and (iii) the Parties shall execute and deliver, and the Parties shall cause to be executed
and delivered, each other Ancillary Document required by this Agreement to be executed and delivered at or in connection with the Closing.

 Section 1.02 Effective Time of the Merger . On the terms and subject to the conditions set forth herein, on the Closing Date, Purchaser,
Merger Sub and Pubco shall cause the Merger to be consummated by filing a certificate of merger in the form to be agreed by the Purchaser
and the Company (the “ Certificate of Merger ”) with the Secretary of State of the State of Delaware in accordance with
the applicable provisions of the DGCL. The Merger shall become effective at the time the Certificate of Merger is duly filed with the
Secretary of State of the State of Delaware, or at such later time as may be specified in the Certificate of Merger and agreed in writing
by the Purchaser and the Company (such time, the “ Merger Effective Time ”).

 Section 1.03 Effects of the Merger . On the terms and subject to the conditions set forth herein and in accordance with the applicable
provisions of the DGCL, at the Merger Effective Time, by virtue of the Merger and without any further action on the part of any Party
or the holders of any securities of Purchaser, the following shall occur:

 (a) Each share of Domesticated Purchaser Class A Common Stock issued and outstanding immediately prior to the Merger Effective Time
(other than any shares described in Section 1.03(c )) shall automatically be cancelled and extinguished and converted into the right
to receive one share of Pubco Class A-1 Common Stock, following which all such shares of Domesticated Purchaser Class A Common Stock shall
cease to be outstanding and shall cease to exist by virtue of the Merger and without any further action on the part of any Party or the
holders thereof. Each former holder of Domesticated Purchaser Class A Common Stock immediately prior to the Merger Effective Time shall
cease to have any rights with respect thereto, except the right to receive the shares of Pubco Class A-1 Common Stock issuable in respect
thereof in accordance with this Section 1.03(a) .

 (b) Each
Domesticated Purchaser Warrant issued and outstanding immediately prior to the Merger Effective Time shall automatically be assumed
by Pubco and shall thereafter, by virtue of the Merger and without any further action on the part of any Party or the holders
thereof, constitute a Pubco Warrant, and the rights and obligations of Purchaser under the Warrant Agreement shall be irrevocably
assigned to, and assumed by, Pubco pursuant to the Warrant Assumption Agreement.

   7

 (c) Any
shares of Domesticated Purchaser Class A Common Stock or other capital stock of Purchaser that are owned, immediately prior to the Merger
Effective Time, by Purchaser (including as treasury shares), Pubco or Merger Sub shall automatically be cancelled, retired and cease
to exist, without any conversion thereof or payment therefor.

 (d) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Merger Effective Time shall automatically
be converted into one validly issued, fully paid and non-assessable share of common stock of Purchaser (as the surviving corporation in
the Merger), which shares shall, immediately following the Merger Effective Time, constitute the only outstanding shares of capital stock
of Purchaser and shall be held by Pubco, with the result that Purchaser shall continue as the surviving corporation in the Merger and
as a direct, wholly owned Subsidiary of Pubco.

 (e) From
and after the Merger Effective Time, each certificate (or book-entry position) previously evidencing Domesticated Purchaser Class A Common
Stock (other than any shares described in Section 1.03(c) ) shall represent only the right to receive the shares of Pubco Class
A-1 Common Stock issuable in respect thereof pursuant to Section 1.03(a) , and shall be exchanged for such Pubco Class A-1 Common
Stock (in book-entry form or, if requested, by certificate) upon the surrender of such certificate or the delivery of customary instructions,
in each case in accordance with reasonable and customary exchange-agent procedures established by Pubco and reasonably acceptable to
the Company. If any certificate (or book-entry position) for Pubco Class A-1 Common Stock is to be issued in a name other than that in
which the corresponding Domesticated Purchaser Class A Common Stock is registered, it shall be a condition of the issuance thereof that
the certificate or position so surrendered shall be properly endorsed or accompanied by an appropriate instrument of transfer in proper
form and that the Person requesting such issuance shall have paid to Pubco (or any agent designated by it) any transfer or other Taxes
required by reason of the issuance to a Person other than the registered holder, or established to the satisfaction of Pubco that such
Tax has been paid or is not payable.

 (f) Notwithstanding
anything to the contrary in this Section 1.03 , none of Pubco, Purchaser, Merger Sub, or any other Party shall be liable to any
Person for any amount properly paid or delivered to a public official pursuant to any applicable abandoned property, escheat or similar
Law.

 (g) At the Merger Effective Time, the effects of the Merger shall be as set forth herein and in the applicable provisions of the DGCL,
and, without limiting the generality of the foregoing and subject thereto, all of the property, rights, privileges, powers and franchises
of Merger Sub shall vest in Purchaser as the surviving corporation, and all debts, liabilities, duties and obligations of Merger Sub shall
become the debts, liabilities, duties and obligations of Purchaser as the surviving corporation.

 (h) At the Merger Effective Time, (i) the certificate of incorporation of Purchaser in effect immediately prior to the Merger Effective
Time shall be amended and restated to read in the form to be agreed by the Purchaser and the Company prior to the Closing, and as so amended
and restated shall be the certificate of incorporation of Purchaser (as the surviving corporation) until thereafter further amended in
accordance with applicable Law and the terms of such certificate of incorporation, (ii) the bylaws of Merger Sub immediately prior to
the Merger Effective Time shall be the bylaws of Purchaser (as the surviving corporation) until thereafter amended in accordance with
applicable Law, such bylaws and the certificate of incorporation of the surviving corporation, and (iii) the initial directors and officers
of Purchaser (as the surviving corporation) shall be designated by the Company, in each case until their respective successors are duly
elected, designated or appointed and qualified in accordance with applicable Law and the certificate of incorporation and bylaws of the
surviving corporation, or until their earlier death, resignation or removal.

   8

 Section 1.04 No
Fractional Shares . No fractional shares of Pubco Class A-1 Common Stock, or certificates or scrip
representing fractional shares of Pubco Class A-1 Common Stock, will be issued upon the conversion of the Domesticated Purchaser Class
A Common Stock pursuant to the Merger, and any such fractional shares or interests therein will not entitle the owner thereof to vote
or to any rights of a stockholder of Pubco. Any fractional shares of Pubco Class A-1 Common Stock will be rounded down to the nearest
whole number.

 Section 1.05 Withholding
Taxes . Notwithstanding anything in this Agreement to the contrary, the Purchaser, Pubco, Merger Sub, the Company and their respective
Affiliates, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement such
amount required to be deducted and withheld with respect to the making of such payment under applicable Law; provided , that if
the Purchaser, Pubco, Merger Sub or the Company determines that any payment hereunder (other than any compensatory payments to be made
pursuant to this Agreement) is subject to deduction and/or withholding, then such Person shall use commercially reasonable efforts to
provide notice to the Person in respect of whom such amounts are intended to be deducted or withheld as soon as reasonably practicable
after such determination and shall use commercially reasonable efforts to provide the payment recipient with reasonable opportunity to
provide any forms or other documentation and otherwise reasonably cooperate with the relevant Parties in good faith to avoid or minimize
such deduction or withholding. To the extent that amounts are so withheld and paid over to the appropriate Governmental Authority, such
withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction
and withholding was made. In the case of any such payment payable to employees of the Target Companies in connection with the Transactions
contemplated hereby that is treated as compensation, the relevant Parties shall cooperate to pay such amounts through the applicable
Target Company’s payroll to facilitate applicable withholding.

 Section 1.06 Further Assurances . From time to time after the Closing Date, upon the reasonable written request of any Party, each
Party shall execute, acknowledge and deliver such further instruments and documents, and take such additional action, to effect, consummate,
confirm or evidence the Transactions and carry out the purpose of this Agreement.

 Article
II

Closing

 Section 2.01 Closing .
Subject to the satisfaction or waiver of the conditions set forth in Article VIII , the consummation of the Transactions (other
than the transactions contemplated by this Agreement that by their nature are to be satisfied prior to the Closing) (the “ Closing ”)
shall take place by electronic exchange of documents and signatures at a time and date to be specified in writing by the Parties, which
date shall be no later than the third (3 rd ) Business Day after all the Closing conditions in Article VIII have been
satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction
or waiver of those conditions), or at such other date, time or place (including remotely) as the Purchaser and the Company may agree
(the date and time at which the Closing is actually held being the “ Closing Date ”).

 Section 2.02 Closing
Documents . Two (2) Business Days prior to the Closing, the Company shall deliver to Pubco the final schedule (the “ Exchange
Schedule ”) identifying (i) for each Seller, the number of Company Common Units to be contributed to Pubco pursuant to the Seller
Contributions and the corresponding number of shares of Pubco Class A-1 Common Stock or Pubco Class A-2 Common Stock, as applicable,
to be issued to such Seller, (ii) for each holder of Series B Preferred Units, the number of Series B Preferred Units to be contributed
to Pubco pursuant to the Preferred Contributions and the corresponding number of shares of Pubco Convertible Preferred Stock to be issued
to such holder, (iii) for each Electing Warrantholder, the number of Series B Warrants to be contributed to Pubco pursuant to the Warrant
Contributions and the corresponding number of Preferred Investor Warrants to be issued to such holder, and (iv) the additional Company
Common Units and Series B Preferred Units to be issued by the Company to Purchaser in respect of the Closing Date Cash Contributions,
in each case consistent with Section 1.01 and the Closing Member Schedule.

   9

 Article
III

Representations and Warranties of the Company

 Except as set forth in the
disclosure letter dated as of the date of this Agreement delivered by the Company to the Purchaser Parties (the “ Company Disclosure
Letter ”) prior to or in connection with the execution and delivery of this Agreement, the Company hereby represents and warrants
to the Purchaser Parties, as of the date hereof and as of the Closing, as follows:

 Section 3.01 Organization
and Standing . The Company is a Delaware limited liability company duly formed, validly existing and in good standing under the
Delaware Limited Liability Company Act and has all requisite power and authority to own, lease and operate its properties and to carry
on its business as now being conducted, except as would not be material to the Target Companies, taken as a whole. Each Subsidiary of
the Company is a corporation, limited liability company or other entity duly formed, validly existing and in good standing under the
Laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate its properties
and to carry on its business as now being conducted, except as would not be material to the Target Companies, taken as a whole. Each
Subsidiary of the Company is duly qualified or licensed and in good standing in the jurisdiction in which it is formed or registered
and in each other jurisdiction where it does business or operates to the extent that the character of the property owned, or leased or
operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure
to be so qualified or licensed or in good standing (i) would not, individually or in the aggregate, reasonably be expected to have a
Company Material Adverse Effect or (ii) can be cured without material cost or expense. The Company has provided to the Purchaser accurate
and complete copies of the Target Companies’ Organizational Documents, each as amended to date and as currently in effect. No Target
Company is in violation of any provision of its Organizational Documents.

 Section 3.02 Authorization;
Binding Agreement . Subject to the receipt of the Requisite Member Approval and the consents and other approvals described in
 Section 3.05 , the Company has all requisite power and authority to execute and deliver this Agreement and each Ancillary Document
to which it is or is required to be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated
hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or is required to
be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the
Company’s board of managers in accordance with its Organizational Documents and (b) other than the Requisite Member Approval, no
other proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary
Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each
Ancillary Document to which the Company is or is required to be a party shall be when delivered, duly and validly executed and delivered
by the Company and, assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other
parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of
managers, by resolutions duly adopted, has (i) determined that this Agreement and the Transactions are advisable, fair to, and in the
best interests of, the Company and its members, (ii) approved this Agreement and the Transactions, (iii) directed that this Agreement
be submitted to its members for adoption and (iv) recommended that its members adopt this Agreement.

   10

 Section 3.03 Capitalization .

 (a) Set
forth on Section 3.03(a) of the Company Disclosure Letter is a true, correct and complete list of each record holder of Company
Units or any other equity interests of the Company, including the Series B Preferred Units, the Incentive Units, the Management Incentive
Units, the UARs and the Company Warrants, and the number and class or series of Company Units or such other equity interests held by
each such holder as of the date hereof. Other than such Company Units and equity interests, including the Series B Preferred Units, the
Incentive Units, the Management Incentive Units, the UARs and the Company Warrants, set forth on Section 3.03(a) of the Company
Disclosure Letter, the Company does not have any other issued or outstanding membership or other equity interests.

 (b) Prior
to giving effect to the Transactions (but after giving effect to the Recapitalization), all of the equity securities in the Company (other
than the Series B Preferred Units and Series B Warrants owned by the Series B Investors) will be owned by the Sellers free and clear
of any Liens other than those imposed under the Company Organizational Documents, applicable securities Laws, Permitted Liens or as set
forth on Section 3.03(b)(i) of the Company Disclosure Letter. All of the issued and outstanding Company Units have been duly authorized
and validly issued in accordance with applicable Laws, including applicable securities Law, and the Company Organizational Documents,
and are not subject to, nor were they issued in violation of, any preemptive rights, rights of first refusal or similar rights, except
where such violation or failure would not reasonably be expected to be, individually or in the aggregate, material to the Target Companies,
taken as a whole. Except as set forth on Section 3.03(b)(ii) of the Company Disclosure Letter, there are no preemptive rights
or rights of first refusal or first offer, nor are there any Contracts, commitments, arrangements or restrictions to which the Company
or, to the Knowledge of the Company, any of its members is a party or bound relating to any membership interests or other equity securities
of the Company, whether or not outstanding. Except with respect to the Incentive Units, Management Incentive Units, UARs and Company
Warrants, there are no outstanding or authorized equity appreciation, phantom equity or similar rights with respect to the Company. There
are no voting trusts, proxies, member agreements or other agreements or understandings with respect to the voting of the Company’s
equity interests, other than the Company’s Organizational Documents, the Investors’ Rights Agreement, the ROFR/Co-Sale Agreement
and the Member Support Agreement. Except as set forth in the Organizational Documents of the Target Companies, the Investors’ Rights
Agreement and the ROFR/Co-Sale Agreement, there are no outstanding contractual obligations of the Target Companies to repurchase, redeem
or otherwise acquire any equity interests or securities of such Target Company, nor has any Target Company granted any registration rights
to any Person with respect to such Target Companies’ equity securities. All of the Target Companies’ securities have been
granted, offered, sold and issued in compliance with applicable securities Laws. Each Incentive Unit, Management Incentive Unit and UAR
was validly granted or issued and properly approved by the Company’s board of managers (or appropriate committee thereof) in accordance
with the terms of the Management Incentive Plan or the UAR Plan, as applicable. Each Incentive Unit and Management Incentive Unit was
granted with a threshold value, hurdle amount or similar economic threshold intended to be no less than the fair market value of the
equity capital of the Company on the date of grant, in each case as determined in accordance with the safe-harbor principles of Internal
Revenue Service Revenue Procedure 93-27 and Revenue Procedure 2001-43 (or any successor guidance thereto) for treatment as a “profits
interest” for U.S. federal income tax purposes. Each UAR has been granted and is administered in compliance with Section 409A of
the Code or an applicable exemption thereunder. To the Company’s Knowledge, each recipient of an Incentive Unit and/or Management
Incentive Unit timely filed an election under Section 83(b) of the Code.

   11

 (c) Except
as provided for in this Agreement or with respect to the Incentive Units,Management Incentive Units, UARs and Company Warrants, as a
result of the consummation of the Transactions, no equity interests, warrants, options or other securities of the Target Companies are
issuable and no rights in connection with any equity interests, warrants, options or other securities of the Target Companies accelerate
or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise).

 Section 3.04 Subsidiaries .
 Section 3.04 of the Company Disclosure Letter sets forth the names of the Company’s direct and indirect Subsidiaries, and
with respect to each Subsidiary (a) its jurisdiction of incorporation or organization, (b) all names other than its legal name under
which such Subsidiary does business, as applicable, (c) its authorized shares or other equity interests (if applicable) and (d) the number
of issued and outstanding shares or other equity interests of such Subsidiary and the record holders and beneficial owners thereof. All
of the outstanding equity securities of each Subsidiary of the Company are duly authorized and validly issued, and, where such concepts
are applicable, fully paid and non-assessable, and were offered, sold and delivered in compliance with all applicable securities Laws,
and owned by one or more of the Target Companies free and clear of all Liens other than those imposed under such Subsidiaries’
Organizational Documents, applicable securities Laws, Permitted Liens or as set forth on Section 3.04 of the Company Disclosure
Letter.

 Section 3.05 No
Conflict; Governmental Consents and Filings .

 (a) Except as otherwise described in Section 3.05(a) of the Company Disclosure Letter, subject to the receipt of the Requisite
Member Approval and the consents, approvals, authorizations and other requirements set forth in Section 3.05(a) of the Company
Disclosure Letter, the execution, delivery and performance by the Company of this Agreement and the other Ancillary Documents to which
the Company is a party and the consummation by the Company of the Transactions does not and will not: (i) violate any provision of, or
result in the breach of, any applicable Law to which the Company is subject or by which any property or asset of any Target Company is
bound; (ii) conflict with or violate the Organizational Documents of any Target Company; (iii) violate any provision of or result in a
breach, default or acceleration of, require a consent under, or create any right to payment under any Company Material Contract or Material
Current Government Contract, or terminate or result in the termination of any Company Material Contract or Material Current Government
Contract, or result in the creation of any Lien (other than a Permitted Lien) under any Company Material Contract or Material Current
Government Contract upon any of the properties or assets of any Target Company, or constitute an event which, after notice or lapse of
time or both, would result in any such violation, breach, default, acceleration, termination or creation of a Lien (other than a Permitted
Lien); or (iv) result in a violation or revocation of any required Consents, except to the extent that the occurrence of any of the foregoing
items set forth in clauses (i) , (iii) or (iv) would not, individually or in the aggregate, reasonably be expected
to prevent, materially delay or materially impair the ability of the Company to consummate the Transactions or reasonably be expected
to have a Company Material Adverse Effect.

 (b) Assuming
the truth and completeness of the representations and warranties of the Purchaser contained in this Agreement, no consent, notice, approval
or authorization of, or designation, declaration or filing with, any Governmental Authority is required on the part of the Company with
respect to the Company’s execution, delivery or performance of this Agreement, any of the other Ancillary Documents to which it
is a party or the consummation by the Company of the Transactions, except for: (i) any consents, notices, approvals, authorizations,
designations, declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have
a Company Material Adverse Effect; (ii) compliance with any applicable requirements of the securities Laws; and (iii) as otherwise disclosed
on Section 3.05(b) of the Company Disclosure Letter.

   12

 Section 3.06 Financial
Statements .

 (a) The
Company has provided to the Purchaser draft financial statements of the Target Companies, consisting of the draft balance sheet and the
related draft income statement of the Target Companies as of and for the fiscal year ended December 31, 2025 (the “ Company Financials ”).
The Company Financials were derived from the books and records of the Target Companies. The Company Financials are preliminary in nature
and are being provided solely for informational purposes; accordingly, the Company Financials may differ materially from the Audited
Financial Statements to be delivered pursuant to Section 7.04 . No Target Company has ever been subject to the reporting requirements
of Sections 13(a) and 15(d) of the Exchange Act.

 (b) The
Company Financials are draft financial statements that were not prepared in accordance with GAAP and are subject to revision. The Audited
Financial Statements and the Updated Interim Financial Statements to be delivered pursuant to Section 7.04 shall supersede the
Company Financials in all respects, and the representations and warranties set forth in this Section 3.06 (other than Section
3.06(a) ) shall apply to such Audited Financial Statements and Updated Interim Financial Statements upon delivery thereof as set forth
in Section 7.04 .

 (c) The
Target Companies have established and maintain a system of internal controls. Such internal controls are designed to provide reasonable
assurance that (i) transactions are executed in all material respects in accordance with management’s authorization and (ii) transactions
are recorded as necessary to permit preparation of future financial statements and to maintain accountability for each Target Company’s
assets.

 (d) The
Company has not identified in writing and has not received written notice from an independent auditor of (x) any significant deficiency
or material weakness in the system of internal controls utilized by the Company (other than a significant deficiency or material weakness
that has been previously disclosed in writing to the Purchaser and is set forth on Section 3.06(d) of the Company Disclosure Letter),
(y) any material fraud that involves the Company’s management or other employees who have a significant role in the preparation
of financial statements or the internal controls over financial reporting utilized by the Company, or (z) any claim or allegation regarding
any of the foregoing.

 (e) There
are no outstanding loans or other extensions of credit made by any Target Company to any executive officer (as defined in Rule 3b-7 under
the Exchange Act) or director of the Company.

 (f) The
Target Companies do not have any Indebtedness for borrowed money.

 Section 3.07 Undisclosed
Liabilities . There is no liability, debt or obligation (absolute, accrued, contingent or otherwise) of any Target Company of
a type required to be reflected or reserved for on a balance sheet, except for liabilities, debts and obligations: (a) provided for in,
or otherwise reflected or reserved for on the Company Financials or disclosed in the notes thereto; (b) that have arisen since the date
of the most recent balance sheet included in the Company Financials in the ordinary course of the operation of business of the Target
Companies; (c) arising under this Agreement and/or incurred in connection with the Transactions; or (d) which would not, individually
or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

 Section 3.08 Absence
of Certain Changes . Except as set forth on Section 3.08 of the Company Disclosure Letter, and for activities conducted
in connection with this Agreement and the transactions contemplated hereby, since January 1, 2025 through the date of this Agreement,
(a) there has not been any Company Material Adverse Effect and (b) each Target Company (i) has conducted its business in the ordinary
course of business consistent with past practice and (ii) has not taken any action or committed or agreed to take any action that, if
taken after the date hereof, would be prohibited by Section 7.02(b) .

   13

 Section 3.09
 Compliance with Laws .

 (a) Each
Target Company has, since its inception, complied with, and is not currently in violation of, any applicable Law with respect to the
conduct of its business, or the ownership or operation of its business, except for failures to comply or violations which, individually
or in the aggregate, have not been and are not reasonably likely to be material to the Target Companies, taken as a whole. No written
notice of non-compliance with any applicable Law has been received by any Target Company since its inception.

 (b) Each
Target Company is in possession of all franchises, grants, authorizations, licenses, permits, consents, certificates, approvals and orders,
or other Consents from Governmental Authorities necessary to own, lease and operate the properties it purports to own, operate or lease
and to carry on its business as it is now being conducted, except where the failure to have such approvals would not, individually or
in the aggregate, reasonably be expected to be material to the Target Companies, taken as a whole.

 Section 3.10 Government
Contracts .

 (a) Section 3.10 of the Company Disclosure Letter sets forth a list of each Government Contract currently in effect or which
has not been closed out as of the date hereof that involves aggregate payments to the Target Companies that are reasonably expected to
be in excess of $250,000 (each, a “ Material Current Government Contract ”). Each Material Current Government Contract
was legally awarded to the Target Companies, as applicable. Except as would not reasonably be expected to be material to the Target Companies,
taken as a whole, all Material Current Government Contracts are legal, valid and binding obligations of the Target Companies party thereto
and are in full force and effect and enforceable against the Target Companies party thereto in accordance with their respective terms,
subject, in each case, to the Enforceability Exceptions.

 (b) With
respect to each Material Current Government Contract (i) there are no audits (other than routine audits), completed or underway, by any
Governmental Authority that recommend that the Target Companies make any payments to a Governmental Authority, (ii) all representations
and certifications executed by the Target Companies pertaining to such Material Current Government Contract were complete and correct
in all material respects as of their effective date, (iii) the Target Companies have not submitted any certified cost or pricing data
that was not current, accurate or complete in all material respects as of the certification date in connection with any Material Current
Government Contract or Government Bid, (iv) there is no suspension, stop work order, cure notice, or show cause notice in effect for
any Material Current Government Contract, and (v) none of the Target Companies have been assessed any material penalties, credits or
other similar contractual offsets pursuant to any performance-based Material Current Government Contract that contains service level
arrangements. Since June 1, 2021, (A) none of the Target Companies’ Material Current Government Contracts has been terminated for
default, (B) the Target Companies have not received any written or, to the Company’s Knowledge, oral notice terminating any of
the Material Current Government Contracts for convenience or indicating an intention to terminate any of the Material Current Government
Contracts for convenience, and (C) no stop work order, show cause notices, or cure notices were issued to the Target Companies with respect
to any Material Current Government Contract.

   14

 (c) The
Target Companies have complied in all material respects with all terms and conditions of each Government Contract, and have complied
in all material respects with the requirements of any Law pertaining to each Government Contract or Government Bid (or in any certificate,
statement, list, schedule or other document submitted or furnished in connection with the foregoing), including (as applicable) the Truthful
Cost or Pricing Data Act (formerly known as the Truth in Negotiations Act) of 1962, as amended, the Service Contract Act of 1963, as
amended, (the “ Service Contract Act ”), the Office of Federal Procurement Policy Act, as amended, the Federal Acquisition
Regulation (the “ FAR ”) and any applicable agency supplement thereto, the Cost Accounting Standards, the Criminal False
Statements Act, Civil False Claims Act, Laws relating to bribes, kickbacks, lobbying expenditures, political contributions and contingent
fee payments, and any other applicable procurement Law. Neither any Governmental Authority nor any prime contractor or higher-tier subcontractor
under a Material Current Government Contract, has notified the Target Companies in writing or, to the Company’s Knowledge, orally
of any actual or alleged material violation or breach of any term or condition of a Material Current Government Contract, or of any actual
or alleged violation of any Law applicable to a Material Current Government Contract.

 (d) Since
June 1, 2021, there has been no (A) to the Company’s Knowledge, civil fraud or criminal investigation of the Target Companies by
any Governmental Authority, (B) indictment or information filed against any Target Company by any Governmental Authority, or (C) contracting
officer’s final decision or Legal Proceeding by which any Governmental Authority claims that any Target Company is liable to a
Governmental Authority.

 (e) (A)
Neither the Target Companies, nor any “Principal” (as defined in FAR 52.209-5) of the Target Companies, has been suspended,
debarred, proposed for suspension or debarment or declared ineligible for the award of any Government Contract, or the subject of a finding
of noncompliance, non-responsibility or ineligibility for contracting with any Governmental Authority, and (B) since June 1, 2021, to
the Company’s Knowledge the Target Companies have conducted their operations in compliance in all material respects with applicable
requirements of Law pertaining to Material Current Government Contracts, and the Target Companies have not received any determination
of noncompliance (except for routine matters relating to routine audits all of which have been fully resolved), or entered into any consent
order.

 (f) There
are (A) no outstanding claims against the Target Companies, either by a Governmental Authority or by any prime contractor or higher-tiered
subcontractor arising under or relating to any Material Current Government Contract or Government Bid, and (B) no outstanding disputes
between the Target Companies on the one hand, and any Governmental Authority on the other hand, under the Contract Disputes Act or any
other Federal statute or between the Target Companies on the one hand, and any prime contractor or higher-tiered subcontractor on the
other hand, arising under or relating to any such Material Current Government Contract or Government Bid. The Target Companies have no
interest in any pending or, to the Company’s Knowledge, any potential claim under the Contract Disputes Act against the U.S. Government
or any prime contractor, subcontractor or vendor arising under or relating to any Material Current Government Contract or Government
Bid; and no money due to the Target Companies pertaining to any such Material Current Government Contract has been withheld or set off
other than in accordance with the withholding provisions of any such Material Current Government Contract. The Target Companies have
no interest in any pending or, to the Company’s Knowledge, potential requests for equitable adjustment against a Governmental Authority
or against any prime contractor or subcontractor arising under any Material Current Government Contract, except for routine demands for
payment.

 (g) With
respect to all Material Current Government Contracts identified or required to be identified in Section 3.10 of the Company Disclosure
Letter:

 (i) the
Target Companies have not assigned, granted a security interest in, or otherwise conveyed or transferred to any Person any account receivable
or other right of the Company arising thereunder;

   15

 (ii) the
Target Companies are not subject to any forward pricing rate agreements in accordance with FAR Subpart 15.407-3 or Subpart 42.17; and,

 (iii) the Target Companies are not using any Intellectual Property developed under any Material Current Government Contract for purposes
outside of the scope of such Material Current Government Contract without having validly obtained any necessary prior permission of the
Governmental Authority involved.

 (iv) Since June 1, 2021, the Target Companies have not made any disclosure to a Governmental Authority, an Inspector General of an agency,
department or branch of the U.S. Government, or a Contracting Officer (as defined in FAR 2.101) in connection with the Target Companies’
performance of any Material Current Government Contract under FAR Subpart 3.1003 or FAR 52.203-13.

 (h) The
Target Companies possess all facility security clearances and access authorizations necessary to perform the Material Current Government
Contracts and, to the Company’s Knowledge, the Company’s subcontractor(s) and independent contractor(s) under the Material
Current Government Contracts possess all necessary security clearances to perform such Material Current Government Contracts, and all
requisite security clearances and facility security clearances are valid and in full force and effect. The Target Companies are in compliance
in all applicable material respects with all national security obligations, including those specified in the National Industrial Security
Program Operating Manual, DOD 5220.22-M (February 28, 2006) and 32 CFR Part 117 and related security regulations. Since June 1, 2021,
neither the Defense Counterintelligence and Security Agency (“ DCSA ”) nor any other Governmental Authority has issued
any written adverse findings or determinations relating to the Target Companies with respect to the handling of classified or sensitive
information. Since June 1, 2021, the Target Companies’ facilities are, and at all times have been, operated in a manner that is
not less than “Satisfactory” in respect of the DCSA’s facility security clearance requirements. Without
limiting the foregoing, such Target Companies’ facilities have not received less than a “Satisfactory” rating from
the DCSA as the result of any DCSA facility security clearance review.

 (i) The
Target Companies have not represented themselves as having 8(a), small business, small disadvantaged business, historically underutilized
business zone small business, women owned small business, veteran-owned small business or service-disabled veteran-owned small business
status and/or other preferential status (“ Preferred Business Status ”) in connection with any Material Current Government
Contracts listed in Section 3.10 of the Company Disclosure Letter or pending Government Bids. No pending Government Bid
is predicated on the Target Companies having Preferred Business Status.

 (j) The
Target Companies have not performed any activities under any Material Current Government Contract that has created, or would create or
result in the Target Companies having, an Organizational Conflict of Interest (“ OCI ”) as defined in FAR subpart 9.5.
The Target Companies have not received written or, to the Company’s Knowledge, oral notice of an actual, apparent, or potential
OCI, and to the Company’s Knowledge there are no facts that could reasonably be expected to result in an OCI as a result of or
arising from execution of this Agreement.

   16

 (k) There
are no actions, irregularities, misstatements, or omissions relating to any Material Current Government Contract or Government Bid
that have led to (i) any administrative, civil, or criminal litigation, complaint, indictment or, to the Company’s Knowledge,
investigation of the Company or any of their Principals owners, officers, directors, employees, consultants, agents, or
representatives; (ii) the recoupment of any payments previously made to the Target Companies by a Governmental Authority (other than
routine reconciliations of payments); or (iii) the assessment of any penalties against the Target Companies, arising out of such
actions, irregularities, misstatements, or omissions. Since June 1, 2021, the Target Companies have not received any written
document requests, subpoenas, search warrants or civil investigative demands addressed to or requesting information involving the
Company or any of its Principals, owners, officers, directors, employees, affiliates, agents, or representatives in connection with
or related to any Material Current Government Contract or Government Bid.

 (l) The
Target Companies have not received a written adverse or negative past performance evaluation or rating, including below “Satisfactory,”
with respect to any Material Current Government Contract since June 1, 2023.

 (m) Except as otherwise described in Section 3.14(i)(a) of the Company Disclosure Letter, the Target Companies have not provided
technical data, Software, or Owned Intellectual Property to any Governmental Authority or other Person, in connection with a Material
Current Government Contract or Government Bid, in any manner that gives such Governmental Authority or other Person any rights in such
technical data, Software, or Owned Intellectual Property greater than or different from “restricted rights” or “limited
rights,” as such terms are defined in the FAR and applicable agency FAR supplements. In each case in which the Target Companies
have delivered or otherwise provided any technical data, computer Software, or Owned Intellectual Property to any Governmental Authority
or other Person in connection with any Material Current Government Contract or Government Bid, the Company marked such technical data,
Software, or Owned Intellectual Property with all markings and legends (including any “restricted rights” or “limited
rights” legend) necessary (under the FAR or other Laws) to preclude a Governmental Authority or other Person from acquiring any
government purpose or unlimited rights with respect to such technical data, Software or Owned Intellectual Property.

 (n) Since
June 1, 2021, to the Company’s Knowledge, each Government Bid, including the Target Companies’ responses to requests for
information, requests for proposals, statements of work, and the Target Companies’ marketing materials, technical capability statements,
and all other written or electronic materials or information provided or made available by or on behalf of the Target Companies to any
Governmental Authority, including any prime or higher-tier contractor, or other Person in connection with any Government Bid, were,
as of the time made or submitted, true, complete and correct in all material respects and did not contain any untrue statement of a material
fact or omit to state a material fact, including, but not limited to, with regard to the Target Companies’ qualifications and the
qualifications of key personnel, employees, agents, and contractors.

 Section 3.11 Company
Permits . Each Target Company holds all material Permits required to own, lease and operate its assets and properties, including
all material Permits required under Environmental Law (collectively, the “ Company Permits ”). Section 3.11 of
the Company Disclosure Letter sets forth a true, correct and complete list of all Company Permits held by the Target Companies. Each
Company Permit is in full force and effect and each Target Company has taken all actions necessary for the timely renewal of each Company
Permit. To the Company’s Knowledge, each Company Permit will, upon its termination or expiration, be timely renewed or reissued
upon terms and conditions substantially similar to its existing terms and conditions, and there are no Legal Proceedings pending or,
to the Knowledge of the Company, threatened that seek the revocation, cancellation, limitation, suspension, restriction, adverse modification
or termination of any Company Permit. No Target Company is in material default or violation of any Company Permit applicable to such
Target Company.

   17

 Section 3.12 Litigation .
Except as described on Section 3.12 of the Company Disclosure Letter, there are no (a) Legal Proceedings of any nature
currently pending or, to the Company’s Knowledge, threatened, against any Target Company or any of its properties or assets,
or any of the directors or officers of any Target Company with regard to their actions as such; (b) to the Knowledge of the Company,
pending or threatened audits, examinations or investigations by any Governmental Authority against any Target Company; (c) pending
or written threatened Legal Proceedings by any Target Company against any third party; (d) settlements or similar agreements that
impose any material ongoing obligations or restrictions on any Target Company; or (e) Orders imposed or, to the Knowledge of the
Company, threatened to be imposed upon any Target Company or any of their respective properties or assets, or any of the directors
or officers of any Target Company with regard to their actions as such.

 Section 3.13 Material
Contracts .

 (a) Section
3.13(a) of the Company Disclosure Letter sets forth a true, correct and complete list of all Contracts described in clauses (i)
through (xvii) below, other than the Company Benefit Plans, to which, as of the date of this Agreement, any Target Company is
a party or by which any Target Company, or any of its properties or assets, are bound or affected (each Contract required to be set forth
on Section 3.13(a) of the Company Disclosure Letter, a “ Company Material Contract ”). True, correct and complete
copies of the Company Material Contracts, including amendments thereto, have been delivered or made available to the Purchaser. The Company
Material Contracts include:

 (i) each
Contract that contains covenants that limit the ability of any Target Company (or purports to bind any Affiliate thereof) (A) to compete
in any line of business or with any Person or in any geographic area or to sell, or provide any service or product or solicit any Person,
including any non-competition covenants, employee and customer non-solicit covenants, exclusivity restrictions, rights of first refusal
or most-favored pricing clauses, or (B) to purchase or acquire an interest in any other Person;

 (ii) each
joint venture Contract, profit-sharing agreement, partnership, limited liability company agreement with a third party or other similar
agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture;

 (iii) all
Contracts that involve any exchange-traded, over-the-counter or other swap, cap, floor, collar, futures contract, forward contract, option
or other derivative financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind
or nature whatsoever, whether tangible or intangible, including currencies, interest rates, foreign currency and indices;

 (iv) all
Contracts that involve the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with an aggregate value
in excess of $250,000 (other than in the ordinary course of business consistent with past practice), or shares or other equity interests
of any Target Company or another Person;

 (v) each
Contract for the acquisition of any Person or any business division thereof or the disposition of any material assets of any Target Company
(other than in the ordinary course of business), in each case whether by merger, purchase or sale of stock or assets or otherwise (other
than Contracts for the purchase or sale of inventory or supplies entered into in the ordinary course of business), occurring in the last
three (3) years and/or relating to pending or future acquisitions or dispositions, in each case involving aggregate payments in excess
of $250,000;

 (vi) each
obligation to make payments in excess of $500,000, contingent or otherwise, arising out of the prior acquisition of the business, assets
or stock of other Persons;

   18

 (vii) each lease, rental agreement, installment or conditional sale agreement, or other Contract that, in each case, (A) provides for
the ownership of, leasing of, title to, use of, or any leasehold or other interest in any Personal Property and (B) involves aggregate
annual payments in excess of $50,000 for agreements related to real property and $750,000 for agreements related to Personal Property;

 (viii) each
Contract that, by its terms, individually or together with all related Contracts, calls for aggregate payments or receipts by the Target
Companies under such Contract or Contracts of at least $500,000 per year or $2,500,000 in the aggregate;

 (ix) all Contracts with any Top Customer or Top Supplier (other than purchase orders, invoices, statements of work and non-disclosure
or similar agreements entered into in the ordinary course of business consistent with past practice that do not contain any material terms
relating to the Contract underlying the applicable Top Customer or Top Supplier relationship);

 (x) any
collective bargaining (or similar) agreement or Contract between any Target Company, on the one hand, and any labor union or other body
representing employees of such Target Company, on the other hand;

 (xi) all Contracts that obligate the Target Companies to provide continuing indemnification or a guarantee of obligations of a third
party after the date hereof in excess of $500,000;

 (xii) any Contract that is between any Target Company and any directors, officers or employees of a Target Company that provide for change
in control, retention or similar payments or benefits contingent upon, accelerated by or triggered by the consummation of the Transactions
(other than grant agreements under the Management Incentive Plan or the UAR Plan);

 (xiii) any Contract that obligates the Target Companies to make any capital commitment or expenditure in excess of $500,000 (including
pursuant to any joint venture);

 (xiv) all Contracts that relate to a material settlement entered into within three (3) years prior to the date of this Agreement or under
which any Target Company has outstanding obligations (other than customary confidentiality obligations) in excess of $500,000;

 (xv) any
Contract (A) which contains any assignment or license of, or any covenant not to assert or enforce, any Owned Intellectual Property material
to the business of any Target Company; (B) pursuant to which any Owned Intellectual Property material to the business of any Target Company
is or was developed by, with or for any Target Company; (C) pursuant to which any Target Company is restricted in any material respect
from using any material Owned Intellectual Property or (D) pursuant to which any of the Target Companies either (1) grants to a third
Person (I) a license, immunity or other right in or to any Owned Intellectual Property material to the business of any Target Company
or (II) an exclusive license, immunity or other right in or to any Owned Intellectual Property, or (2) is granted by a third Person a
license, immunity or other right in or to any Intellectual Property or IT Assets material to the business of any Target Company, provided ,
 however , that none of the following shall be required to be set forth on Section 3.13(a)(xiv) of the Company Disclosure
Letter but shall constitute Company Material Contracts if they otherwise qualify: (w) non-exclusive licenses of Owned Intellectual Property
granted to suppliers, customers or end users in the ordinary course of business consistent with past practice; (x) licenses of Open Source
Software that will not require any Copyleft Action to be taken; (y) Contracts with respect to Off-the-Shelf Software; and (z) invention-assignment
and confidentiality agreements with employees and contractors on standard forms without material deviations or exceptions, entered into
in the ordinary course of business consistent with past practice, and made available to the Purchaser (collectively, the types of Contracts
referenced in clauses (w) through (z) , the “ Standard Contracts ”);

   19

 (xvi) all Contracts involving transactions with an Affiliate of any Target Company (other than employment agreements, employee confidentiality
and invention-assignment agreements, equity or incentive equity documents and Organizational Documents); and

 (xvii) each
Contract that will be required to be filed with the Registration Statement under applicable SEC requirements or would otherwise be required
to be filed by the Company as an exhibit for a Form S-1 pursuant to Items 601(b)(1), (2), (4), (9) or (10) of Regulation S-K under the
Securities Act as if the Company were the registrant.

 (xviii) all Contracts creating or otherwise relating to outstanding Indebtedness for borrowed money.

 (b) Except
for any Company Material Contract that is terminated or expires following the date hereof in accordance with its terms, each Company
Material Contract is valid, binding and enforceable in all respects against the Target Company party thereto and, to the Knowledge of
the Company, each other party thereto, and is in full force and effect (except, in each case, as such enforcement may be limited by the
Enforceability Exceptions). Except as would not reasonably be expected to be material to the Target Companies, taken as a whole, except
for any Company Material Contract that is terminated or expires following the date hereof in accordance with its terms, and except as
otherwise disclosed in Section 3.13(b) of the Company Disclosure Letter, with respect to each Company Material Contract: (i) no
Target Company is in breach of or default under, and no event has occurred that with the passage of time or giving of notice or both
would constitute a material breach of or default under by any Target Company, or permit termination or acceleration by the other party
thereto, such Company Material Contract; (ii) no party to any Company Material Contract has given any written notice of any such breach,
default or event described in clause (i); and (iii) no Target Company has received written or, to the Knowledge of the Company, oral
notice of an intention by any party to any such Company Material Contract that provides for a continuing obligation by any party thereto
to terminate such Company Material Contract or amend the terms thereof, other than modifications in the ordinary course of business that
do not adversely affect any Target Company in any material respect.

 Section 3.14
 Intellectual Property .

 (a) Section
3.14(a) of the Company Disclosure Letter sets forth a true, accurate and complete list of all: (i) registered or issued
Intellectual Property and applications for registration of Intellectual Property, and (ii) material unregistered Intellectual
Property (including material Company Software), in each case of (i) and (ii), owned (whether exclusively, jointly with another
Person or otherwise) or licensed by a Target Company or otherwise used or held for use by a Target Company, or, as applicable, filed
by a Target Company, in which a Target Company has or purports to have an exclusive interest of any nature, specifying as to each
item, as applicable: (A) the nature of the item, including the title, (B) the owner of the item, (C) the jurisdictions in which the
item is issued or registered or in which an application for issuance or registration has been filed and (D) the issuance,
registration or application numbers and dates (collectively, the “ Company Registered IP ”). Each item of Company
Registered IP is subsisting, and to the Knowledge of the Company, valid and enforceable (subject to registration or issuance
requirements for enforcement), and has not (1) been adjudged by a court of competent jurisdiction to be invalid or unenforceable in
whole or in part, or (2) challenged in any interference, opposition, reissue, reexamination, revocation or equivalent proceeding,
and no such proceeding has been threatened in writing with respect to any such Company Registered IP. To the Knowledge of the
Company, all registration, maintenance and renewal fees in connection with such Company Registered IP are current and have been
paid, and all required documents, recordations and certificates in connection with all material Company Registered IP are current
and have been filed with the relevant patent, copyright, trademark or other authorities in the relevant jurisdictions, for the
purpose of prosecuting, maintaining and perfecting such Company Registered IP and recording the applicable Target Company’s
ownership interests therein.

   20

 (b)
 Each Target Company is the sole and exclusive owner of each item of Owned Intellectual Property, free and clear of all Liens (other
than Permitted Liens or any Liens set forth on Section 3.14(b)(i) of the Company Disclosure Letter), or otherwise has valid and
enforceable rights to use, sell, license, transfer or assign, as currently used, sold, licensed, transferred or assigned in the business
of such Target Company, all Intellectual Property and IT Assets used in, licensed by, or necessary to conduct the business of, such Target
Company, in each case, free and clear of all Liens (other than Permitted Liens). Except as set forth on Section 3.14(b)(ii) of
the Company Disclosure Letter, there is no Intellectual Property owned by any third party that (i) is required by any of the Target Companies
to conduct its business as currently conducted and (ii) the Target Company is not currently authorized to use, or which Target Company
will not be authorized or permitted to use as a result of the execution, delivery, consummation, or performance of any of the transactions
contemplated by this Agreement.

 (c) The
Company IP Licenses grant each Target Company all rights and permissions reasonably necessary or useful to operate the businesses of
the Target Companies as currently conducted. Each Target Company has performed, in all material respects, all obligations imposed on
it in the Company IP Licenses, has made all payments required to date, and such Target Company is not, nor, to the Knowledge of the Company,
is any other party thereto, in material breach or default thereunder, nor has any event occurred that with notice or lapse of time or
both would constitute a material default thereunder. The continued use by the Target Companies of the Company IP in the manner that it
is currently being used by the applicable Target Company is permitted by the applicable Company IP License governing such use. To the
Knowledge of the Company, there are no facts, circumstances, or information that would reasonably be expected to materially adversely
affect, limit, restrict, impair, or impede the ability of any of the Target Companies to use or practice the Company IP used in or necessary
for the conduct or operation of the business of any of the Target Companies upon the Closing in the same manner as currently used and
practiced by each Target Company. No Target Company is party to any Contract that requires a Target Company to assign to any Person any
or all of its rights in any Intellectual Property developed by a Target Company under such Contract.

 (d) Each
Target Company has performed all material obligations imposed on it in each Company IP License under which a Target Company is the licensor
(each, an “ Outbound IP License ”), and such Target Company is not, nor, to the Knowledge of the Company, is any other
party thereto, in material breach or default thereunder, nor, to the Knowledge of the Company, has any event occurred that with notice
or lapse of time or both would constitute a material default thereunder.

 (e) No
Legal Proceeding is pending or, to the Knowledge of the Company, threatened in writing (and no written claim has been received in
the past six (6) years) against a Target Company that challenges the validity, enforceability, scope, ownership, or right to use,
sell, license or sublicense, or that otherwise relates to, any Company IP, nor, to the Knowledge of the Company, is there any
reasonable basis for any such Legal Proceeding. In the past six (6) years, no Target Company has received any written, or to the
Knowledge of the Company, oral, notice or claim asserting that a Target Company, the operation of the business of any Target
Company, or the Company’s use of any Intellectual Property infringes, misappropriates, dilutes, or otherwise violates the
Intellectual Property of any Person, nor, to the Knowledge of the Company, is there a reasonable basis therefor. Except as set forth
on Section 3.14(e) of the Company Disclosure Letter, there are no pending or outstanding Orders that (i) materially restrict
the rights of a Target Company to use, transfer, license, register, or enforce any Owned Intellectual Property, or, to the Knowledge
of the Company, any other Company IP, (ii) restrict the conduct of the business of a Target Company as a result of restrictions
relating to a third Person’s Intellectual Property, or (iii) other than the Outbound IP Licenses, grant any third Person any
right with respect to any Owned Intellectual Property. Each Target Company, the operation of the business of each Target Company,
and the use of any Intellectual Property in connection therewith, is not currently infringing, misappropriating, or otherwise
violating, and has not in the past six (6) years infringed, misappropriated or violated any Intellectual Property of any other
Person, including rights of privacy, publicity and endorsement. To the Knowledge of the Company, in the past six (6) years, no third
party has infringed upon, misappropriated or otherwise violated any Company IP in any material respect.

   21

 (f) No current or former officers, employees, agents, consultants, or independent contractors of a Target Company has claimed or asserted
in writing any ownership interest in or to any Owned Intellectual Property. To the Knowledge of the Company, none of the employees of
any Target Company is obligated under any Contract, or subject to any Order, that would materially conflict with the business of any Target
Company as currently conducted with respect to the ownership, development, use or exploitation of any Owned Intellectual Property.

 (g) Each
Target Company has taken commercially reasonable efforts and implemented security measures designed to maintain the security of all material
confidential Owned Intellectual Property, including measures designed to protect the secrecy and confidentiality and value thereof. All
Persons (including each past and present employee, agent, consultant and contractor who are or were privy to any Trade Secrets or who
have participated in or contributed to the creation or development of any material Owned Intellectual Property) in the course of their
employment or retention, have executed and delivered written agreements pursuant to which such Person has, respectively, agreed to hold
all Trade Secrets of the Target Company (or of another Person and held by the Target Company) in confidence both during and after such
Person’s employment or retention, as applicable, and all of such Person’s ownership interest in and to any material Owned
Intellectual Property created or developed for the Target Company in the course of such Person’s employment or retention thereby
has been irrevocably assigned (by a present tense assignment) to the Target Companies (or all such right, title, and interest has otherwise
vested in the Target Companies by operation of Law). To the Knowledge of the Company, no Person is in breach of any such agreement and
there is no uncured breach by any such Person with respect to their obligations under any such written agreement.

 (h) No
Open Source Software is or has been included, incorporated or embedded in or linked to any Company Software in a manner that, as a
condition of or in connection with any use, modification, reproduction, or distribution of such Open Source Software (or any Company
Software or other Owned Intellectual Property that is used by, incorporated into or includes, relies on, is linked to, is derived
from, or is distributed with, such Open Source Software), requires any Target Company to: (i) disclose, make available, distribute,
license, offer, deliver, or otherwise make available to any Person (including the open source community) any source code or any
information regarding such Company Software or other Owned Intellectual Property; (ii) license or otherwise grant permission
regarding any such Company Software or other Owned Intellectual Property for making modifications thereto or derivative works
thereof; (iii) disclose, make available, distribute, license, offer, deliver, or otherwise make available to any Person any such
Company Software or other Owned Intellectual Property for no or nominal charge; (iv) grant a license, whether express, implied, by
virtue of estoppel or otherwise, to any third party under any Intellectual Property (including Patents) regarding any such Company
Software or other Owned Intellectual Property (whether alone or in combination with other hardware or Software); or (v) impose
restrictions on future patent licensing terms, assertion or enforcement of any Intellectual Property through any means (each of (i)
– (v) , a “ Copyleft Action ”). No Person other than the Target Companies has an actual or contingent
right to access or possess (including pursuant to escrow), a copy in any form of any source code for any Company Software and all
such source code is in their sole possession and has been maintained as strictly confidential. Each Target Company is in compliance
in all material respects with the terms and conditions of all applicable licenses for all Open Source Software used in its
respective business, including notice and attribution obligations.

   22

 (i) Section
3.14(i)(a) of the Company Disclosure Letter sets forth each Contract with a Governmental Authority under which any Owned Intellectual
Property was developed or delivered and under which such Governmental Authority has obtained or may have obtained unlimited rights, march-in
rights, government-purpose rights, or other rights beyond minimum rights/limited rights (as such terms are used in the FAR or DFARS)
in any material Owned Intellectual Property to the Target Companies, taken as a whole. Except as disclosed on Section 3.14(i)(b)
of the Company Disclosure Letter, none of the rights granted or required to be granted to any Governmental Authority under any Contract
set forth (or required to be set forth) on Section 3.14(i)(a) of the Company Disclosure Letter, including any unlimited rights,
march-in rights, or government-purpose rights, adversely affect, limit, restrict, impair, or impede, in any material respect, the ability
of any Target Company to use, practice, exploit, license, transfer, or commercialize any Owned Intellectual Property developed or delivered
in connection with the performance of any such Contract. Except as disclosed on Section 3.14(i)(c) of the Company Disclosure Letter,
no government funding and no facility of a university, college, other educational institution, or similar institution, or research center
was used in the development of any item of Owned Intellectual Property or Intellectual Property exclusively licensed to any Target Company,
nor does any such Person have any rights, title, or interest in or to any item of Owned Intellectual Property or Intellectual Property
exclusively licensed to any Target Company.

 (j) To the Knowledge of the Company (after reasonable inquiry of the Company’s information security personnel), in the past three
(3) years: (i) no Person has obtained unauthorized access to information and data (including personally identifiable information) in the
possession of a Target Company or in their control, or otherwise held or processed on their behalf, nor has there been any material loss
or damage, unauthorized disclosure or use, breach of security, or other material compromise of the security, confidentiality or integrity
of such information or data; and (ii) no Target Company has experienced any material information security incident that has compromised
the integrity or availability of the information technology, operational technology, or software applications the Target Companies own
or operate, or the information or data thereon. In the past three (3) years, no material complaint relating to an improper use or disclosure
of, or a breach in the security of, any such information or data has been received in writing by a Target Company nor has a Target Company
been required by applicable law, regulation, or contract to notify, any person or entity of any personal data or information security-related
incident. In the past three (3) years, each Target Company has complied in all material respects with all applicable Laws and Contract
requirements relating to privacy, personal data protection, cybersecurity and the collection, processing and use of personal information.
Each Target Company has implemented commercially reasonable security policies (a) regarding the collection, use, disclosure, retention,
processing, transfer, confidentiality, integrity, and availability of data (including personally identifiable information) and business
proprietary or sensitive information, in its possession or control, or held or processed on its behalf, and (b) regarding the integrity
and availability of the information technology, operational technology, and software applications the Target Company owns or operates.

 (k) Except
as set forth on Section 3.14(k) of the Company Disclosure Letter, each Target Company is not obligated under any Contract to
make any payments by way of royalties, fees, or otherwise to any owner or licensor of, or other claimant to, any Intellectual
Property.

   23

 (l) To
the Knowledge of the Company, the IT Assets do not contain any malware, viruses, malicious code, “worms,” “Trojan horses,”
“back doors,” or other errors, vulnerabilities, or unauthorized tools or scripts that could reasonably be expected to (i)
adversely impact the confidentiality, integrity and availability of the IT Assets, or (ii) enable or assist any Person to access without
authorization, any IT Assets.

 (m) Each Target Company owns, or has a valid right to access and use pursuant to a written agreement (which, for the avoidance of doubt,
shall include standard click-through agreements), all IT Assets owned, leased, licensed, or outsourced, or otherwise used or held for
use by or for such Target Company to process, store, maintain and operate data, information and functions that are material to and used
in connection with the business of the Target Companies as currently conducted. The IT Assets operate and perform as required by the Target
Companies for the operation of the business of the Target Companies and are reasonably sufficient for the current operation of the business
of the Target Companies. In the past six (6) years, there have been no failures, breakdowns, continued substandard performance or other
adverse events affecting any such IT Assets that have caused any substantial disruption or interruption in or to the use of such IT Assets
or the conduct of the business of the Target Companies. Each Target Company does not use, and has not in the past used, any AI/ML tools
in its business in a manner that would adversely affect such Target Company’s ownership or other rights therein.

 (n) The execution, delivery, consummation, or performance of any of the transactions contemplated by this Agreement will not, with
or without notice or lapse of time, result in the material impairment, alteration, breach, default, modification, extinguishment, cancellation,
termination, suspension of, or acceleration of any material payments with respect to, or release of Company IP under any Company IP License
or any other Contract required to be set forth in Section 3.13 of the Company Disclosure Letter, or give any other Person the right
or option to cause or declare any of the foregoing (including a loss of, or Lien on, any Owned Intellectual Property). Following the Closing,
each Target Company shall be permitted to exercise, directly or indirectly through its Subsidiaries, all of the Target Companies’
rights under such Contracts or Company IP Licenses in substantially the same manner that the Target Companies would have been able to
exercise had the transactions contemplated by this Agreement not occurred, without any consent, notification, approval, waiver, or payment
or grant of any additional amounts or consideration other than ongoing fees, royalties or payments which the Target Companies would otherwise
be required to pay in the absence of such transactions.

 Section 3.15 Taxes
and Returns . Except in each case as set forth on Section 3.15 of the Company Disclosure Letter:

 (a) Each Target Company (i) has timely filed, or caused to be timely filed, all Income Tax and other material Tax Returns required
to be filed by it (taking into account all valid extensions of time to file), and all such Tax Returns are accurate and complete in all
material respects, (ii) has timely paid, collected, withheld or remitted, or caused to be timely paid, collected, withheld or remitted,
all Income Taxes and other material Taxes required to be paid, collected, withheld or remitted by it, whether or not such Taxes are shown
as due and payable on any Tax Return, and (iii) has properly accrued, consistent with the past practices of the Company, all material
Taxes not yet due and payable for any taxable period or portion thereof ending on or before the Closing Date.

 (b) There
is no Legal Proceeding currently pending or, to the Knowledge of the Company, threatened against a Target Company by a Governmental
Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to Tax or required to
file a Tax Return in that jurisdiction, and no Target Company has received any written notice from any Governmental Authority
asserting that it is or may be subject to Tax or required to file a Tax Return in any such jurisdiction.

   24

 (c) There
are no audits, examinations, investigations or other proceedings pending against any Target Company in respect of any Tax, and the Target
Companies have not been notified in writing of any proposed Tax claims or assessments against any of them.

 (d) There
are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens.

 (e) No
Target Company has requested or consented to any waivers or extensions of any applicable statute of limitations for the collection or
assessment of any Taxes, which waiver or extension (or request thereof) is outstanding or pending.

 (f) No
Target Company (or Purchaser or Pubco as a result of directly or indirectly holding an equity interest in the Company following the Closing
Date) will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for
any taxable period (or portion thereof) beginning after the Closing Date, as a result of: (i) an installment sale or open-transaction
disposition that occurred on or prior to the Closing Date; (ii) any change in method of accounting on or prior to the Closing Date, including
by reason of the application of Section 481 of the Code (or any analogous provision of state, local or foreign Law) or the use of an
improper method of accounting on or prior to the Closing Date; (iii) any prepaid amounts received or deferred revenue realized or received
on or prior to the Closing Date; (iv) any intercompany transaction described in Treasury Regulations under Section 1502 of the Code (or
any corresponding or similar provision of state, local or foreign Law) occurring on or prior to the Closing Date; or (v) any “closing
agreement” pursuant to Section 7121 of the Code or any similar agreement or arrangement with a Governmental Authority relating
to Taxes entered into on or prior to the Closing Date.

 (g) No
Target Company has participated in or been a party to, any “reportable transaction,” as defined in Treasury Regulations Section
1.6011-4 (or any similar or corresponding provision of state, local or foreign Law).

 (h) No Target Company has been a member of an affiliated, combined, consolidated, unitary or other group for Tax purposes (other than
a group the common parent of which is the Company). No Target Company has any Liability or potential Liability for the Taxes of another
Person (other than another Target Company) (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or
foreign Law), (ii) as a transferee or successor, or (iii) by Contract, indemnity or otherwise (excluding customary commercial agreements
entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). No Target Company is a party
to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice
(excluding agreements solely among the Target Companies and customary commercial agreements entered into in the ordinary course of business
the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including any advance pricing agreement, closing agreement
or other agreement relating to Taxes with any Governmental Authority) that will be binding on any Target Company with respect to any period
(or portion thereof) following the Closing Date.

 (i) The
Company is, and has at all times since its formation been, classified as either an entity disregarded as separate from its owner or
a partnership for U.S. federal (and applicable state and local) income-tax purposes, and no election has been made or is pending to
treat the Company as a corporation for any such purpose. The U.S. federal income tax classification of each of the Company’s
Subsidiaries is as set forth on Section 3.15 of the Company Disclosure Letter.

   25

 (j) No
“section 197 intangible” (within the meaning of Section 197 of the Code) of any Target Company existing as of the end of
the day on the Closing Date will be excluded from the term “amortizable section 197 intangible” pursuant to Section 197(f)(9)
of the Code and Treasury Regulations Section 1.197-2(h).

 (k) No
Target Company has ever owned (directly or indirectly) (i) any interest in a “controlled foreign corporation” (within the
meaning of Section 957 of the Code) or (ii) any interest in a “passive foreign investment company” (within the meaning of
Section 1297 of the Code).

 (l) No
Target Company has a permanent establishment in any country other than its jurisdiction of formation, and has not engaged in a trade
or business in any country other than its jurisdiction of formation that subjected it to Tax in such country.

 (m) No Target Company has knowingly taken any action, nor is aware of any fact or circumstance, that would reasonably be expected to
prevent the relevant portions of the Transactions from qualifying for their respective Intended Tax Treatments.

 (n) To
the Knowledge of the Company, no Seller or Series B Investor (or any person or entity acting on behalf of a Seller or a Series B Investor)
has entered into any agreement or other arrangement that is or could reasonably be expected to be treated as (or pursuant to the terms
of any such agreement or other arrangement could reasonably be expected to result in), for U.S. federal income tax purposes, a sale or
exchange or other disposition of the Pubco Class A-1 Common Stock, Pubco Class A-2 Common Stock or Pubco Convertible Preferred Stock
after the Closing.

 (o) Notwithstanding anything to the contrary herein, nothing in this Agreement shall be construed as a representation or warranty as
to (A) the existence, amount, expiration date, availability or limitations on any Tax attribute (including any net operating loss, capital
loss, Tax credit or Tax basis) of any Target Company in any taxable period (or portion thereof) beginning after the Closing Date, or (B)
the Tax consequences to the Purchaser, Pubco, Merger Sub, the Sellers, the holders of Series B Preferred Units, the holders of Company
Warrants, the PIPE Investors or any of their respective Affiliates of the consummation of the Transactions, including the Intended Tax
Treatments.

 Section 3.16
 Real Property .

 (a) The
Target Companies do not own, and have never owned, any real property.

 (b) Section
3.16(b) of the Company Disclosure Letter contains a true, correct and complete list as of the date of this Agreement of the addresses
of all premises currently leased or subleased or otherwise used or occupied by a Target Company for the operation of the business of
such Target Company, and of all current leases, lease guarantees, agreements and documents related thereto, including all amendments,
terminations and modifications thereof or waivers thereto (collectively, the “ Company Real Property Leases ”), and
the Company has made available to the Purchaser copies of all such Company Real Property Leases. To the Knowledge of the Company, (i)
each of the Target Companies has a good and valid leasehold or subleasehold interest in each relevant parcel under the Company Real Property
Leases, and (ii) the Company Real Property Leases are valid, binding and enforceable in accordance with their terms and are in full force
and effect, subject, in each case, to the Enforceability Exceptions. No Target Company has collaterally assigned or granted any security
interest in any Company Real Property Lease or any interest therein. No Target Company is in breach of or default under any Company Real
Property Lease, and, to the Knowledge of the Company, no event has occurred
and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in
such a breach or default. No Target Company has exercised, nor has any Target Company received written notice of any other party’s
exercise of, any termination rights with respect to any Company Real Property Lease.

   26

 Section 3.17 Personal
Property . The Target Companies own and have good and marketable title to, or a valid leasehold interest in or right to
use, their respective material tangible and intangible assets and Personal Property, free and clear of all Liens other than: (i) Permitted
Liens; and (ii) the rights of lessors under any leases. The material tangible and intangible assets and Personal Property of the Target
Companies: (A) constitute all of the assets, rights and properties that are necessary for the operation of the businesses of the Target
Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Target
Companies as currently conducted; and (B) have been maintained in accordance with generally accepted industry practice, are in good working
order and condition, except for ordinary wear and tear and as would not, individually or in the aggregate, reasonably be expected to
be material to the business of the Target Companies, taken as a whole.

 Section 3.18 Employee
Matters .

 (a) The
Target Companies are not and have never been a party to any collective bargaining agreement or other Contract covering any group of employees,
labor organization or other representative of any of the employees of such Target Company, and the Company has no Knowledge of any activities
or proceedings of any labor union or other party to organize or represent such employees. In the past three (3) years, there has not
occurred or, to the Knowledge of the Company, been threatened any strike, slowdown, picketing, work stoppage or other similar labor activity
with respect to any such employees. Section 3.18(a) of the Company Disclosure Letter sets forth all unresolved labor controversies
(including unresolved grievances and age or other discrimination claims), if any, that are pending or, to the Knowledge of the Company,
threatened between the Target Companies and Persons employed by or providing services as independent contractors to the Target Companies.

 (b) Except
as set forth on Section 3.18(b) of the Company Disclosure Letter, the Target Companies are and have been in compliance in all
material respects with all applicable Laws respecting employmen…

EX-3.1 · FORM OF CERTIFICATE OF DESIGNATION RELATING TO THE 12.0% SERIES A CUMULATIVE CON

EX-3.1
 3
 ea029394001ex3-1.htm
 FORM OF CERTIFICATE OF DESIGNATION RELATING TO THE 12.0% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK

 Exhibit 3.1

 [IPFX PubCo, Inc.]

CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

OF

12.0% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK

 PURSUANT TO SECTION 151(g) OF THE

 DELAWARE GENERAL CORPORATION LAW

 The undersigned, Kevin Shannon,
does hereby certify that:

 1.
 He is the Chief Executive Officer of [IPFX PubCo, Inc.], a Delaware corporation (the “ Corporation ”).

 2.
 The Corporation is authorized to issue [●] shares of preferred stock, none of which have been issued.

 3.
 The following resolutions were duly adopted by the board of directors of the Corporation (the “ Board of Directors ”):

 WHEREAS, the certificate of
incorporation of the Corporation provides for a class of its authorized stock known as preferred stock, consisting of [●] shares,
[$0.0001] par value per share, issuable from time to time in one or more series;

 WHEREAS, the Board of Directors
is authorized to fix the dividend rights, dividend rate, voting rights, conversion rights, rights and terms of redemption and liquidation
preferences of any wholly unissued series of preferred stock and the number of shares constituting any series and the designation thereof,
of any of them; and

 WHEREAS, it is the desire
of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and other matters relating
to a series of the preferred stock, which shall consist of up to [●] shares of the preferred stock which the Corporation has the
authority to issue, as follows:

 NOW, THEREFORE, BE IT RESOLVED,
that the Board of Directors does hereby provide for the issuance of a series of preferred stock for cash or exchange of other securities,
rights or property and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such series of
preferred stock as follows:

 TERMS OF 12.0% SERIES A CUMULATIVE CONVERTIBLE
PREFERRED STOCK

 Section 1. Definitions .
For the purposes hereof, the following terms shall have the following meanings:

 “ Accrued
Dividend ” shall have the meaning set forth in Section 3(a) .

 “ Accrued
Value ” means, as of any date, with respect to each share of Preferred Stock as of the determination date, the sum, subject to
appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to
the Preferred Stock, of (i) the Stated Value per share of Preferred Stock, plus (ii) the aggregate amount of any accrued PIK Dividends
on such share of Preferred Stock as of such date, plus (iii) on each Semi-Annual Dividend Date and on a cumulative basis, an additional
amount equal to the dollar value of all Accrued Dividends that have accrued on such share pursuant to Section 3(a) , but only
to the extent such Accrued Dividends have not been paid, whether or not declared, but that have not, as of such date, been added to the
Accrued Value.

 “ Affiliate ”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.

 “ Alternate
Consideration ” shall have the meaning set forth in Section 7(f)(i) .

 “ Annual
Rate ” means with respect to a PIK Dividend, 12.0% of the Accrued Value and with respect to a Cash Dividend, 10.0% of the Accrued
Value.

 “ Attribution
Parties ” shall have the meaning set forth in Section 6(d) .

 “ Available
Proceeds ” shall have the meaning set forth in Section 5(c)(i) .

 “ Beneficial
Ownership Limitation ” shall have the meaning set forth in Section 6(d) .

 “ Business
Combination” means the transactions contemplated by the Business Combination Agreement.

 “ Business
Combination Agreement ” means that certain Business Combination Agreement, dated as of June 8, 2026, by and among the Corporation
(or its predecessor), [IPFX Merger Sub, Inc.] and Quantum Space LLC, as it may be further amended, modified or supplemented from time
to time.

 “ Business
Day ” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided , however , for clarification, commercial banks shall not be deemed
to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential
employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental
authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York
generally are open for use by customers on such day.

 “ Buy-In ”
shall have the meaning set forth in Section 6(c)(iv) .

 “ Cash Dividend ”
shall have the meaning set forth in Section 3(a) .

 “ Closing ”
means the closing of the Business Combination.

 “ Closing
Date ” means the Trading Day on which the Business Combination is consummated.

 “ Commission ”
means the United States Securities and Exchange Commission.

 “ Class
A Common Stock ” means the Class A common stock, par value [$0.0001] per share, of the Corporation and stock of any other class
of securities into which such securities may hereafter be reclassified or changed.

 “ Class
B Common Stock ” means the Class B common stock, par value [$0.0001] per share, of the Corporation and stock of any other class
of securities into which such securities may hereafter be reclassified or changed.

 “ Class
C Common Stock ” means the Class C common stock, par value [$0.0001] per share, of the Corporation and stock of any other class
of securities into which such securities may hereafter be reclassified or changed.

 “ Common
Stock ” means, collectively, the Class A Common Stock, the Class B Common Stock and the Class C Common Stock.

 “ Common
Stock Equivalents ” means any securities of the Corporation that would entitle the holder thereof to acquire at any time
Class A Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Class A Common
Stock, and any securities of the Corporation that when paired with one or more other securities of the Corporation or another entity
entitles the holder thereof to receive, Class A Common Stock.

 2

 “ Conversion
Date ” shall have the meaning set forth in Section 6(a) .

 “ Conversion
Price ” shall have the meaning set forth in Section 6(b) .

 “ Conversion
Shares ” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance
with the terms hereof.

 “ Convertible
Securities ” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable
for, or which otherwise entitles the holder thereof to acquire, any shares of Class A Common Stock and any securities of the Corporation
that when paired with one or more other securities of the Corporation or another entity entitles the holder thereof to receive, Class
A Common Stock.

 “ Corporation
Notice ” shall have the meaning set forth in Section 8(a)(iii) .

 “ Deemed
Liquidation Event ” means: (i) a merger or consolidation in which (a) the Corporation is a constituent party or (b) a subsidiary
of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation;
 provided , that, a Deemed Liquidation Event shall not include any such merger or consolidation involving the Corporation or a subsidiary
in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent,
or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at
least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or resulting
corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation
of such surviving or resulting corporation; or (ii) (a) the sale, in a single transaction or series of related transactions, by the Corporation
or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole,
or (b) the sale or disposition (whether by merger, consolidation or otherwise, and whether in a single transaction or a series of related
transactions) of one (1) or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries
taken as a whole are held by such subsidiary or subsidiaries, except where such sale is to a wholly owned subsidiary of the Corporation.

 “ Delaware
Courts ” shall have the meaning set forth in Section 9(d) .

 “ Dilutive
Issuance ” shall have the meaning set forth in Section 7(c) .

 “ Distribution ”
shall have the meaning set forth in Section 7(e) .

 “ Effective
Date ” means the date that the Registration Statement filed by the Corporation pursuant to the Registration Rights Agreement
is first declared effective by the Commission.

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

 3

 “ Exempt
Issuance ” means the issuance of (a) any securities of the Corporation to employees, officers or directors of the
Corporation pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the
Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services
rendered to the Corporation, (b) securities upon the exercise or exchange of or conversion of any securities issued pursuant to the
Purchase Agreements or the Business Combination Agreement and/or other securities exercisable or exchangeable for or convertible
into shares of Class A Common Stock issued and outstanding on the Closing Date, provided that such securities have not
been amended since the Closing Date to increase the number of such securities or to decrease the exercise price, exchange price or
conversion price of such securities (other than in connection with stock splits or combinations and automatic adjustments to such
terms pursuant to anti-dilution or similar provisions of such securities which are not more favorable to the holder thereof than the
anti-dilution and similar provisions set forth herein) or to extend the term of such securities, (c) the Conversion Shares and (d)
securities issued pursuant to any merger, acquisition or strategic transaction or partnership approved by a majority of the
directors of the Corporation, provided that (i) such securities are issued as “restricted securities” (as
defined in Rule 144) or are issued pursuant to an effective registration statement pursuant to the Securities Act and (ii) any such
issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating
company or an owner of an asset in a business synergistic with the business of the Corporation and shall provide to the Corporation
additional benefits in addition to the investment of funds, but any such Exempt Issuance shall not include a
transaction in which the Corporation is issuing securities (i) primarily for the purpose of raising capital, including an
at-the-market offering, or (ii) to an entity whose primary business is investing in securities.

 “ Floor
Price ” means the lesser of (i) $7.00 (as adjusted for any stock dividend, stock split, stock combination, reclassification or
similar transaction occurring after the date of the Purchase Agreement) and (ii) the Conversion Price then in effect.

 “ Fundamental
Transaction ” shall have the meaning set forth in Section 7(f)(i) .

 “ Holder ”
shall have the meaning set forth in Section 2(a) .

 “ Inflection
Point ” means Inflection Point Asset Management LLC and/or one or more of its Affiliates.

 “ Junior
Securities ” shall have the meaning set forth in Section 5(a) .

 “ New Issuance
Price ” shall have the meaning set forth in Section 7(c) .

 “ Notice
of Conversion ” shall have the meaning set forth in Section 6(a) .

 “ Options ”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

 “ Option
Value ” means the value of an Option based on the Black-Scholes Option Pricing model obtained from the “OV”
function on Bloomberg determined as of (A) the Trading Day prior to the public announcement of the issuance of the applicable
Option, if the issuance of such Option is publicly announced or (B) the Trading Day immediately following the issuance of the
applicable Option if the issuance of such Option is not publicly announced, for pricing purposes and reflecting (i) a risk-free
interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of the applicable Option as of the
applicable date of determination, (ii) an expected volatility equal to the greater of 100% and the 100 day volatility
obtained from the HVT function on Bloomberg as of (A) the Trading Day immediately following the public announcement of the
applicable Option if the issuance of such Option is publicly announced or (B) the Trading Day immediately following the issuance of
the applicable Option if the issuance of such Option is not publicly announced, (iii) the underlying price per share used in such
calculation shall be the highest weighted average price of the Class A Common Stock during the period beginning on the Trading Day
prior to the execution of definitive documentation relating to the issuance of the applicable Option and ending on (A) the Trading
Day immediately following the public announcement of such issuance, if the issuance of such Option is publicly announced or (B) the
Trading Day immediately following the issuance of the applicable Option if the issuance of such Option is not publicly announced,
(iv) a zero cost of borrow and (v) a 360 day annualization factor, provided , however , in case any Option
is issued in connection with the issue or sale of other securities of the Corporation, together comprising one integrated
transaction, in no event shall the Option Value exceed a fraction of the aggregate consideration received (excluding the minimum
aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision
contained therein for a subsequent adjustment of such consideration) payable to the Corporation upon the exercise of such Options,
or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or
exchange of such Convertible Securities) equal to (1) the number of shares of Class A Common Stock underlying such Option divided by
(2) the total number of shares of Class A Common Stock issued or issuable in the integrated transaction (including the number of
shares underlying such Option).

 4

 “ Original
Issue Date ” means the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers
of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred
Stock.

 “ Person ”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

 “ PIK Dividend ”
shall have the meaning set forth in Section 3(a) .

 “ Preferred
Stock ” shall have the meaning set forth in Section 2(a) .

 “ Preferred
Stock Liquidation Amount ” shall have the meaning set forth in Section 5(b)(ii) .

 “ Preferred
Stock Register ” shall have the meaning set forth in Section 2(b) .

 “ Purchase
Agreements ” means the several Securities Purchase Agreements, between the Corporation and certain original Holders, as amended,
modified or supplemented from time to time in accordance with their respective terms.

 “ Purchase
Rights ” shall have the meaning set forth in Section 7(d) .

 “ Redemption
Date ” shall have the meaning set forth in Section 8(b)(i) .

 “ Redemption
Notice ” shall have the meaning set forth in Section 8(b)(ii) .

 “ Redemption
Price ” shall have the meaning set forth in Section 8(b)(i) .

 “ Redemption
Request ” shall have the meaning set forth in Section 8(b)(i) .

 “ Registration
Rights Agreement ” means the Registration Rights Agreement, dated as of the Closing Date, among the Corporation, the original
Holders and certain other securityholders of the Corporation.

 “ Registration
Statement ” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering
the resale of the Conversion Shares by each Holder as provided for in the Registration Rights Agreement, including the Initial Registration
Statement (as defined in the Registration Rights Agreement) and any additional Registration Statements which may be required thereunder.

 “ Required
Holder s” shall have the meaning set forth in Section 4(c) .

 “ Rule 144 ”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

 “ Rule 424 ”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

 5

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

 “ Semi-Annual
Dividend Date ” shall mean June 1 and December 1 of each year.

 “ Share
Delivery Date ” shall have the meaning set forth in Section 6(c)(i) .

 “ Standard
Settlement Period ” shall have the meaning set forth in Section 6(c)(i) .

 “ Stated
Value ” shall have the meaning set forth in Section 2(a) .

 “ Successor
Entity ” shall have the meaning set forth in Section 7(f)(iii) .

 “ Trading
Day ” means a day on which the principal Trading Market is open for business.

 “ Trading
Market ” means any of the following markets or exchanges on which the Class A Common Stock is listed or quoted for trading on
the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New
York Stock Exchange (or any successors to any of the foregoing).

 “ Transfer
Agent ” means Continental Stock Transfer & Trust Company, the current transfer agent of the Corporation, and any successor
transfer agent of the Corporation.

 “ VWAP ”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Class A Common Stock is then
listed or quoted on a Trading Market, the arithmetic mean of the daily volume weighted average prices of the Class A Common Stock for
each of the 20 Trading Days preceding such date (or the nearest preceding date) on the Trading Market on which the Class A Common Stock
is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York
City time)), with each such Trading Day weighted equally regardless of the aggregate trading volume for such Trading Day, (b) if OTCQB
or OTCQX is not a Trading Market, the arithmetic mean of the daily volume weighted average prices of the Class A Common Stock for each
of the 20 Trading Days preceding such date (or the nearest preceding date) on OTCQB, OTCQX or OTCID as applicable, calculated in the same
manner as clause (a), (c) if the Class A Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the
Class A Common Stock are then reported in The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting
prices), the average of the highest closing bid price and the lowest closing ask price of the Class A Common Stock for the 20 Trading
Days preceding such date, or (d) in all other cases, the fair market value of a share of Class A Common Stock as determined by an independent
appraiser selected in good faith by the Holders of a majority in interest of the Preferred Stock then outstanding and reasonably acceptable
to the Corporation, the fees and expenses of which shall be paid by the Corporation. For the avoidance of doubt, the daily volume weighted
average price for each individual Trading Day shall be determined by Bloomberg L.P. in accordance with its standard methodology, and the
VWAP for the applicable period shall be calculated by summing such daily values and dividing by the number of Trading Days in the measurement
period (i.e., 20 Trading Days), such that each Trading Day’s price is given equal weight irrespective of trading volume.

 Section 2.
 Designation, Amount and Par Value .

 (a)
 The series of preferred stock shall be designated as its “12.0% Series A Cumulative Convertible Preferred
Stock” (the “ Preferred Stock ”) and the number of shares so designated shall be up to [●] (which shall
not be subject to increase without the written consent of a majority of the then outstanding Preferred Stock (each, a
“ Holder ” and collectively, the “ Holders ”)). Each share of Preferred Stock shall have a par
value of [$0.0001] per share and a stated value equal to $12.00 (the “ Stated Value ”).

 6

 (b) The
Corporation shall register, or cause its Transfer Agent to register, shares of the Preferred Stock upon records to be maintained by
the Corporation or its Transfer Agent for that purpose (the “ Preferred Stock Register ”), in the name of the
Holders thereof from time to time. The Corporation may deem and treat the registered Holder of shares of Preferred Stock as the
absolute owner thereof for the purpose of any conversion thereof and for all other purposes. The Corporation shall register, or
cause its Transfer Agent to register, the transfer of any shares of Preferred Stock in the Preferred Stock Register, upon surrender
of the certificates evidencing such shares to be transferred, duly endorsed by the Holder thereof, to the Corporation at its address
specified herein and after such Holder shall have provided to the Corporation such documentation and legal opinions, if any, as may
be reasonably requested by the Corporation (including any documentation required by the Transfer Agent with respect to such
transfer). Upon the registration of such transfer, a new certificate (to the extent such shares are certificated) evidencing the
shares of Preferred Stock so transferred shall be issued to the transferee and a new certificate evidencing the remaining portion of
the shares not so transferred, if any, shall be issued to the transferring Holder, in each case, within three Business Days. The
Board of Directors may provide by resolution or resolutions that some or all of the Preferred Stock shall be uncertificated shares.
The Corporation shall not be required to register, or cause its Transfer Agent to register, or record any transfer of any shares of
the Preferred Stock that would violate, conflict with, or fail to be in compliance with federal or state securities laws.

 Section 3. Dividends .

 (a)
 From and after the Closing, subject to the terms of this Section 3 , cumulative dividends shall accrue on the Accrued
Value of each share of Preferred Stock at the Annual Rate. Dividends on each share of Preferred Stock shall be cumulative and shall accrue
daily from and after the Closing, but shall compound on a semi-annual basis on each Semi-Annual Dividend Date (each, an “ Accrued
Dividend ”) whether or not earned or declared, and whether or not there are earnings or profits, surplus, or other funds or assets
of the Corporation legally available for the payment of dividends. Each Accrued Dividend shall be paid, at the election of the Corporation,
(i) in cash (a “ Cash Dividend ”), or (ii) in kind by increasing the Accrued Value of such share (a “ PIK Dividend ”).

 (b)
 The Corporation shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the
Corporation ranking junior to the Preferred Stock (other than dividends on shares of Class A Common Stock payable in shares of Class A
Common Stock) unless (in addition to the obtaining of any consents required in this Certificate of Designation or the Corporation’s
certificate of incorporation) the Holders of the Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend
on each outstanding share of Preferred Stock in an amount at least equal to the sum of (i) the amount of the aggregate Accrued Dividends
then accrued on such share of Preferred Stock and not previously paid and (ii) (A) in the case of a dividend on Class A Common Stock or
any class or series that is convertible into Class A Common Stock, that dividend per share of Preferred Stock as would equal the product
of (1) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series
had been converted into Common Stock and (2) the number of shares of Common Stock issuable upon conversion of a share of Series A Cumulative
Convertible Preferred Stock without giving effect to any limitation on conversion, including, without limitation, the Beneficial Ownership
Limitation, in each case calculated on the record date for determination of holders entitled to receive such dividend or (B) in the case
of a dividend on any class or series of capital stock of the Corporation ranking junior to the Preferred Stock that is not convertible
into Class A Common Stock, at a rate per share of Preferred Stock determined by (1) dividing the amount of the dividend payable on each
share of such class or series of capital stock by the original issuance price of such class or series of capital stock (subject to appropriate
adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such class or
series) and (2) multiplying such fraction by an amount equal to the Accrued Value; provided that if the Corporation declares, pays or
sets aside, on the same date, a dividend on shares of more than one class or series of capital stock of the Corporation that is junior
to the Preferred Stock, the dividend payable to the Holders of Preferred Stock pursuant to this Section 3 shall be calculated
based upon the dividend on the class or series of capital stock that would result in the highest Preferred Stock dividend.

 (c) Subject
to Section 5 and Section 7 , the Holders shall be entitled to receive, and the Corporation shall pay,
dividends on shares of Preferred Stock (other than Accrued Dividends), on an as-converted basis, equal to and in the same form as
dividends actually paid on shares of the Class A Common Stock when, as and if such dividends are paid on shares of the Class A
Common Stock.

 7

 (d)
 Notwithstanding anything to the contrary herein, to the extent that the Holder’s right to participate in any dividend would
result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such dividend
to such extent (or in the beneficial ownership of any shares of Class A Common Stock as a result of such Distribution to such extent)
and the portion of such dividend shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto
would not result in the Holder exceeding the Beneficial Ownership Limitation.

 Section 4. Voting
Rights .

 (a) The Holders shall be entitled to notice of any meeting of stockholders of the Corporation and, except as otherwise required by
law or as may be provided herein, shall vote together with the holders of Common Stock as a single class upon any matter submitted to
the stockholders for a vote.

 (b)
 On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of the stockholders
of the Corporation (or by written consent in lieu of a meeting), a Holder, together with its Attribution Parties, shall be entitled to
the number of votes equal to the number of whole shares of Class A Common Stock into which the shares of Preferred Stock held by such
Holder, together with its Attribution Parties, are convertible on the record date for determining stockholders entitled to vote on such
matter (as adjusted from time to time pursuant to Section 7 hereof and subject to the Beneficial Ownership Limitation), but without
regard to the Beneficial Ownership Limitation or as to whether sufficient shares of Class A Common Stock are available out of the Corporation’s
authorized but unissued stock, for the purpose of effecting the conversion of the Preferred Stock.

 (c) As long as at least 20% or more of the shares of Preferred Stock issued as of the Closing are outstanding, the Corporation shall
not, without the affirmative vote or action by written consent of the Holders of at least a majority of the issued and outstanding shares
of the Preferred Stock, which majority must include Inflection Point if Inflection Point then holds any shares of Preferred Stock (the
“ Required Holders ”):

 (i) liquidate,
dissolve or wind-up the affairs of the Corporation;

 (ii)
 amend, alter or repeal the Corporation’s certificate of incorporation or bylaws, this Certificate of Designation or any similar
document of the Corporation in a manner that materially and adversely affects the powers, preferences or rights given to the Preferred
Stock;

 (iii) create any equity security, authorize the creation of any equity security, classify any equity security, reclassify any equity
security, or issue any other security convertible into or exercisable for any equity security, unless such security ranks junior to the
Preferred Stock with respect to its rights, preferences and privileges or increase the number of authorized shares of Preferred Stock;

 (iv)
 except as set forth in Section 3 , purchase or redeem or pay any cash dividend on any capital stock of the Corporation ranking
junior to the Preferred Stock prior to payment of such cash dividend on the Preferred Stock or purchase or redeem any capital stock of
the Corporation ranking junior to the Preferred Stock, other than capital stock repurchased at cost from former employees and consultants
in connection with the cessation of their service or pursuant to the terms of any equity incentive plan of the Corporation;

 (v) enter into
any transaction with an affiliate, other than the issuance of equity or awards to eligible participants under the
Corporation’s incentive plan, equity plan or equity-based compensation plan or with respect to employment, consulting or award
agreements with respect to executive officers of the Corporation, in each case regardless of whether such person (or such
person’s affiliates) would be considered an affiliate of the Corporation; or

 8

 (vi) incur or guarantee any indebtedness other than equipment leases or trade payables incurred in the ordinary course of business;
 provided , however , that the Preferred Stock shall not be considered indebtedness for purposes of this calculation.

 (d)
 Notwithstanding anything to the contrary herein, Section 6(d) may not be amended, modified or waived in any manner
that materially and adversely affects a Holder of Preferred Stock without such Holder’s consent.

 Section 5. Ranking;
Liquidation .

 (a) The Preferred Stock shall rank senior to all of the Common Stock and any other class or series of capital stock of the Corporation
currently existing or hereafter authorized, classified or reclassified by the Corporation (collectively, “ Junior Securities ”),
in each case, as to rights to receive dividends or to participate in distributions of assets or payments upon liquidation, dissolution
or winding up of the Corporation, whether voluntarily or involuntarily.

 (b) Preferential
Payments to Holders of Preferred Stock; Distribution of Remaining Assets .

 (i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the Holders of shares of
Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders,
and in the event of a Deemed Liquidation Event, the Holders of shares of Preferred Stock then outstanding shall be entitled to be paid
out of the consideration payable to stockholders in such Deemed Liquidation Event or out of the Available Proceeds (as defined below),
as applicable, before any payment shall be made to the holders of Common Stock or other Junior Securities by reason of their ownership
thereof, an amount per share equal to the greater of (i) 100% of the Accrued Value on each share of Preferred Stock or (ii) such
amount per share as would have been payable had all shares of Preferred Stock been converted into Common Stock pursuant to Section
6 immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event based on the then effective rate of conversion
and without giving effect to the Beneficial Ownership Limitation or any other limitations on conversion set forth herein. If upon any
such liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the assets of the Corporation available for
distribution to its stockholders shall be insufficient to pay the Holders of shares of Preferred Stock the full amount to which they shall
be entitled under this Section 5(b) , the Holders of shares of Preferred Stock shall share ratably in any distribution of the assets
available for distribution in proportion to the respective amounts that would otherwise be payable in respect of the shares held by them
upon such distribution if all amounts payable on or with respect to such shares were paid in full.

 (ii)
 In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after the payment in full
of all amounts required to be paid to the holders of shares of Preferred Stock pursuant to Section 5(b)(i) , the remaining assets
of the Corporation available for distribution to its stockholders or, in the case of a Deemed Liquidation Event, the consideration not
payable to the holders of shares of Preferred Stock pursuant to Section 5(b)(i) or the remaining Available Proceeds, as the case
may be, shall be distributed among the holders of the shares of Preferred Stock and Common Stock, pro rata based on the number of shares
held by each such holder, treating for this purpose all such securities as if they had been converted to Common Stock pursuant to the
terms of this Certificate of Designation immediately prior to such liquidation, dissolution or winding up of the Corporation and without
giving effect to the Beneficial Ownership Limitation or any other limitations on conversion set forth herein. The aggregate amount which
a holder of a share of Preferred Stock is entitled to receive under Sections 5(b)(i) and 5(b)(ii) is hereinafter referred
to as the “ Preferred Stock Liquidation Amount .”

 9

 (c) Deemed
Liquidation Events .

 (i) In the event of a Deemed Liquidation Event, if the Corporation does not effect a dissolution of the Corporation under the Delaware
General Corporation Law within ninety (90) days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice
to each Holder of Preferred Stock no later than the ninetieth (90 th ) day after the Deemed Liquidation Event advising such Holders
of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause to require the redemption
of such shares of Preferred Stock, and (ii) if the Required Holders so request in a written instrument delivered to the Corporation not
later than one hundred twenty (120) days after such Deemed Liquidation Event, the Corporation shall use the consideration received by
the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed,
or any other expenses associated with the Deemed Liquidation Event or the dissolution of the Corporation, in each case as determined in
good faith by the Board of Directors of the Corporation), together with any other assets of the Corporation available for distribution
to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “ Available Proceeds ”),
on the one hundred fiftieth (150 th ) day after such Deemed Liquidation Event, to redeem all outstanding shares of Preferred
Stock at a price per share equal to the Preferred Stock Liquidation Amount. Notwithstanding the foregoing, in the event of a redemption
pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Stock,
the Corporation shall redeem a pro rata portion of each Holder’s shares of Preferred Stock to the fullest extent of such Available
Proceeds, based on the respective amounts that would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds
were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing
distributions to stockholders. The provisions of (i) shall apply, with such necessary changes in the details thereof as are necessitated
by the context, to the redemption of the Preferred Stock pursuant to this Section 5(c)(i) . Prior to the distribution or redemption
provided for in this Section 5(c)(i) , the Corporation shall not expend or dissipate the consideration received for such Deemed
Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event.

 (ii)
 In any Deemed Liquidation Event, if Available Proceeds are in a form of property other than in cash, the value of such distribution
shall be deemed to be the fair market value of such property. The determination of fair market value of such property shall be made in
good faith by the Board of Directors of the Corporation, provided that to the extent such property consists of securities, the fair market
value of such securities shall be determined as follows:

 a. For securities not subject to investment letters or other similar restrictions on free marketability covered by Section 5(c)(ii)b
below, the fair market value of such securities shall be the VWAP of such securities on the date of receipt (substituting the references
to “Common Stock” in the definition of “VWAP” with such publicly traded security); and

 b. The method of valuation of securities subject to investment letters or other similar restrictions on free marketability (other than
restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall take into account an
appropriate discount (as determined in good faith by the Board of Directors of the Corporation) from the market value as determined pursuant
to Section5(c)(ii)a above so as to reflect the approximate fair market value thereof.

 (iii) If
any portion of the consideration payable to the stockholders of the Corporation is payable only upon satisfaction of contingencies
(the “ Additional Consideration ”), (a) the portion of such consideration that is not Additional Consideration
(such portion, the “ Initial Consideration ”) shall be allocated in accordance with the foregoing Section
5(b) and this Section 5(c) as if the Initial Consideration were the only consideration payable in connection with such
Deemed Liquidation Event; and (b) any Additional Consideration which becomes payable to the stockholders of the Corporation upon
satisfaction of such contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Sections 5(b)
and 5(c) after taking into account the previous payment of the Initial Consideration as part of the same transaction. For the
purposes of this Section 5(c)(iv)iii , consideration placed into escrow or retained as a holdback to be available for
satisfaction of indemnification or similar obligations in connection with such Deemed Liquidation Event shall be deemed to be
Additional Consideration.

 10

 Section 6. Conversion .

 (a) Conversions
at Option of Holder . Each share of Preferred Stock shall be convertible, at any time and from time to time from and after the
Original Issue Date at the option of the Holder thereof, into that number of whole shares of Class A Common Stock (subject to the
limitations set forth in Section 6(d) ) determined by dividing the Accrued Value of such share of Preferred Stock by the
Conversion Price. Holders shall effect conversions by providing the Corporation with the form of conversion notice attached hereto
as Annex A (a “ Notice of Conversion ”), unless the Corporation directs Holders that the Notice of
Conversion shall be delivered to the Corporation’s transfer agent. Each Notice of Conversion shall specify the number of
shares of Preferred Stock to be converted, the number of shares of Preferred Stock owned prior to the conversion at issue, the
number of shares of Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be
effected, which date may not be prior to the date the applicable Holder delivers by e-mail attachment or by a nationally recognized
overnight courier service such Notice of Conversion to the Corporation (such date, the “ Conversion Date ”). If no
Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the
Corporation is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee
(or other type of guarantee or notarization) of any Notice of Conversion form be required. The calculations and entries set forth in
the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions of shares of
Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing the shares of Preferred Stock to the
Corporation unless all of the shares of Preferred Stock represented thereby are so converted, in which case such Holder shall
deliver the certificate representing such shares of Preferred Stock promptly following the Conversion Date at issue. Shares of
Preferred Stock converted into Class A Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not
be reissued, and all rights (other than the right to receive the Conversion Shares) with respect to such shares will terminate. The
Corporation’s stock ledger and transfer book shall serve as the exclusive record of outstanding shares of Preferred Stock
absent manifest error.

 (b) Conversion
Price . The initial conversion price is $12.00, subject to adjustment herein (the “ Conversion Price ”).

 (c) Mechanics
of Conversion

 (i) Delivery
of Conversion Shares Upon Conversion . Not later than the number of Trading Days comprising the Standard Settlement Period (as
defined below) after each Conversion Date (the “ Share Delivery Date ”), the Corporation shall deliver, or cause to
be delivered, to the converting Holder (A) the number of Conversion Shares being acquired upon the conversion of the Preferred
Stock, which on or after the earlier of (i) the one year anniversary of the Original Issue Date or (ii) the Effective Date, shall be
free of restrictive legends and trading restrictions (other than those which may then be required by any Purchase Agreement) and (B)
cash in an amount equal to any accrued and unpaid dividends, if any. On or after the earlier of (i) the one year anniversary of the
Original Issue Date or (ii) the Effective Date, the Corporation shall deliver the Conversion Shares required to be delivered by the
Corporation under this Section 6 electronically through the Depository Trust Company or another established clearing
corporation performing similar functions. As used herein, “ Standard Settlement Period ” means the standard
settlement period, expressed in a number of Trading Days, on the Corporation’s primary Trading Market with respect to the
Class A Common Stock as in effect on the date of delivery of the Notice of Conversion. Notwithstanding the foregoing, with respect
to any Notice(s) of Conversion delivered at or prior to 12:00 p.m. (New York City time) on the Original Issue Date, the Corporation
agrees to deliver the Conversion Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Original Issue
Date.

 11

 (ii)
 Failure to Deliver Conversion Shares . If, in the case of any Notice of Conversion, such Conversion Shares are not delivered
to or as reasonably directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice
to the Corporation at any time on or before its receipt of such Conversion Shares, to rescind such conversion, in which event the Corporation
shall promptly return to the Holder any original Preferred Stock certificate delivered to the Corporation and the Holder shall promptly
return to the Corporation the Conversion Shares issued to such Holder pursuant to the rescinded Notice of Conversion.

 (iii) Obligation
Absolute; Partial Liquidated Damages . The Corporation’s obligation to issue and deliver the Conversion Shares upon
conversion of Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or
inaction by a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment
against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any
breach or alleged breach by such Holder or any other Person of any obligation to the Corporation or any violation or alleged
violation of law by such Holder or any other person, and irrespective of any other circumstance which might otherwise limit such
obligation of the Corporation to such Holder in connection with the issuance of such Conversion Shares; provided , however ,
that such delivery shall not operate as a waiver by the Corporation of any such action that the Corporation may have against such
Holder. In the event a Holder shall elect to convert any or all of the Accrued Value of its Preferred Stock, the Corporation may not
refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any
violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and/or
enjoining conversion of all or part of the Preferred Stock of such Holder shall have been sought and obtained, and the Corporation
posts a surety bond for the benefit of such Holder in the amount of 150% of the Accrued Value of Preferred Stock which is subject to
the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the
proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of such injunction, the
Corporation shall issue Conversion Shares and, if applicable, cash, upon a properly noticed conversion. If the Corporation fails to
deliver to a Holder such Conversion Shares pursuant to Section 6(c)(i) by 10 th Trading Day after the Share
Delivery Date applicable to such conversion, the Corporation shall pay to such Holder, in cash, as liquidated damages and not as a
penalty, for each $5,000 of Accrued Value of Preferred Stock being converted, $25 per Trading Day (increasing to $50 per Trading Day
on the third Trading Day and increasing to $100 per Trading Day on the sixth Trading Day after such damages begin to accrue) for
each Trading Day after the 10 th Trading Day after the Share Delivery Date until such Conversion Shares are delivered or
Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages for the
Corporation’s failure to deliver Conversion Shares within the period specified herein and such Holder shall have the right to
pursue all remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance
and/or injunctive relief. The exercise of any such rights shall not prohibit a Holder from seeking to enforce damages pursuant to
any other Section hereof or under applicable law.

 12

 (iv) Compensation
for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion . In addition to any other rights available to the
Holder, if the Corporation fails for any reason unrelated to the actions of the Holder or its Affiliates to deliver to a Holder the
applicable Conversion Shares by the Share Delivery Date pursuant to Section 6(c)(i) , and if after such Share Delivery
Date such Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s
brokerage firm otherwise purchases, shares of Class A Common Stock to deliver in satisfaction of a sale by such Holder of the
Conversion Shares which such Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a
“ Buy-In ”), then the Corporation shall (A) pay in cash to such Holder (in addition to any other remedies available
to or elected by such Holder) the amount, if any, by which (x) such Holder’s total purchase price (including any brokerage
commissions) for the Class A Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Class A
Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which
the sell order giving rise to such purchase obligation was executed (excluding any brokerage commissions) and (B) at the option of
such Holder, either reissue (if surrendered) the shares of Preferred Stock equal to the number of shares of Preferred Stock
submitted for conversion (in which case, such conversion shall be deemed rescinded) or deliver to such Holder the number of shares
of Class A Common Stock that would have been issued if the Corporation had timely complied with its delivery requirements under Section 6(c)(i) .
For example, if a Holder purchases shares of Class A Common Stock having a total purchase price of $11,000 to cover a Buy-In with
respect to an attempted conversion of shares of Preferred Stock with respect to which the actual sale price of the Conversion Shares
(including any applicable brokerage commissions) giving rise to such purchase obligation was a total of $10,000, under clause (A) of
the immediately preceding sentence, the Corporation shall be required to pay such Holder $1,000. The Holder shall provide the
Corporation written notice indicating the amounts payable to such Holder in respect of the Buy-In and, upon the request of the
Corporation, evidence of the amount of such loss. If a Holder purchases shares of Class A Common Stock having a total purchase price
of $9,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock with respect to which the actual
sale price of the Conversion Shares (including any applicable brokerage commissions) giving rise to such purchase obligation was a
total of $10,000, under clause (A) of the preceding sentence, the Corporation shall not be required to pay Holder any amount. For
the avoidance of doubt, in the event of a Buy-In, the Holder shall use commercially reasonable efforts to purchase shares at the
lowest available price, paying the lowest reasonably available brokerage commission. The Holder shall provide the Corporation
written notice indicating the amounts payable to such Holder in respect of the Buy-In and evidence of the amount of such loss.
Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity
including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation’s
failure to timely deliver Conversion Shares upon conversion of the shares of Preferred Stock as required pursuant to the terms
hereof.

 (v) Reservation
of Shares Issuable Upon Conversion . The Corporation covenants that it will at all times reserve and keep available out of its
authorized and unissued shares of Class A Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock as
herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and
the other Holders of the Preferred Stock), not less than such aggregate number of shares of the Class A Common Stock as shall
(subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and
restrictions of Section 7 ) upon the conversion of the then outstanding shares of Preferred Stock (assuming for such
purpose a Conversion Price initially equal to the Floor Price and, thereafter, if lower, the then-in-effect Conversion Price and any
such conversions are made without regard to any limitations on conversion set forth herein) (the " Required Reserve
Amount "). If at any time while any of the shares of Preferred Stock remain outstanding the Corporation does not have a
sufficient number of authorized and unreserved shares of Class A Common Stock to satisfy its obligation to reserve for issuance upon
conversion of shares of Preferred Stock at least a number of shares of Class A Common Stock equal to the Required Reserve Amount (an
“ Authorized Share Failure ”), then, the Corporation shall use its reasonable best efforts to promptly take all
action necessary to increase the Corporation's authorized shares of Class A Common Stock to an amount sufficient to allow the
Corporation to reserve the Required Reserve Amount for the shares of Preferred Stock then outstanding. The Corporation covenants
that all shares of Class A Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid
and nonassessable and, if a Registration Statement is then effective under the Securities Act, shall be registered for public resale
in accordance with such Registration Statement (subject to such Holder’s compliance with its obligations under the
Registration Rights Agreement).

 (vi) Fractional
Shares . No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Preferred Stock.
As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Corporation shall
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by
the Conversion Price or round up to the next whole share. Notwithstanding anything to the contrary contained herein, but consistent
with the provisions of this subsection with respect to fractional Conversion Shares, nothing shall prevent any Holder from
converting fractional shares of Preferred Stock.

 13

 (vii) Transfer
Taxes and Expenses . The issuance of Conversion Shares on conversion of this Preferred Stock shall be made without charge to any
Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares, provided
that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the
issuance and delivery of any such Conversion Shares upon conversion in a name other than that of the Holders of such shares of
Preferred Stock and the Corporation shall not be required to issue or deliver such Conversion Shares unless or until the Person or
Persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the
satisfaction of the Corporation that such tax has been paid.

 (d) Beneficial
Ownership Limitation . A Holder may notify the Corporation in writing in the event it elects to be subject to the provisions
contained in this Section 6(d) ; however, no Holder shall be subject to this Section 6(d) unless he, she or it makes
such election. If the election is made, (i) the Corporation shall not effect any conversion of the Preferred Stock, and such Holder
shall not have the right to convert all or any portion of the Preferred Stock, to the extent that, after giving effect to the
conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any
Persons acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “ Attribution
Parties ”)) would beneficially own in excess of 4.9%, 9.9%, 19.9% of the Corporation’s Class A Common Stock (or such
other amount as a Holder may specify) (the “ Beneficial Ownership Limitation ”) and (ii) the Corporation shall not
permit the Holder to vote, and such Holder shall not have the right vote pursuant to Section 4(b) of this Certificate of
Designation, all or any portion of the Preferred Stock that such Holder is not permitted to convert pursuant to the preceding clause
(i) (provided, however, that such Holder shall retain the right to vote pursuant to Section 4(c) of this Certificate of
Designation to the extent that retaining such right does not cause such Holder to be deemed to beneficially own Conversion Shares
within the meaning of Rule 13d-3 promulgated under the Exchange Act). For purposes of the foregoing sentence, the number of shares
of Class A Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of
shares of Class A Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being
made, but shall exclude the number of shares of Class A Common Stock which are issuable upon (i) conversion of the remaining,
unconverted Accrued Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and
(ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a
limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its
Affiliates or Attribution Parties. For purposes of this Section 6(d) , beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the
limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in
relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of
Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall
be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other
securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are
convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder
will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not
violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy
of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance
with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The Holder shall provide the
Corporation with any information reasonably requested by the Corporation in connection with this Beneficial Ownership Limitation and
the provisions related thereto, in each case with respect to the Corporation’s reporting obligations pursuant to the
Securities Act, the Exchange Act, or other federal or state securities regulations. For purposes of this Section 6(d) ,
in determining the number of outstanding shares of Class A Common Stock, a Holder may rely on the number of outstanding shares of
Class A Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual
report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more
recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon
the written or oral request (which may be via email) of a Holder, the Corporation shall within two Trading Days confirm in writing
to such Holder the number of shares of Class A Common Stock then outstanding. In any case, the number of outstanding shares of Class
A Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the
Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding
shares of Common Stock was reported. By written notice to the Corporation, a Holder may from time to time increase or decrease the
Beneficial Ownership Limitation applicable to such Holder, provided, however, that any such increase in the Beneficial Ownership
Limitation will not be effective until the sixty-first (61 st ) day after such notice is delivered to the Corporation. The
provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of
this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the
intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give
effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holder of Preferred
Stock.

 14

 Section 7. Certain
Adjustments .

 (a) Stock
Dividends and Stock Splits . If the Corporation, at any time while this Preferred Stock is outstanding: (i) pays a stock dividend
or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other Common
Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Class A Common Stock issued by the Corporation
upon conversion of, or payment of a dividend on, this Preferred Stock or any cash distributions), (ii) subdivides outstanding shares
of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of
Common Stock into a smaller number of shares, or (iv) issues, in the event of a reclassification of shares of the Common Stock, any
shares of capital stock of the Corporation, then each of the Conversion Price and the price set forth in clause (i) of the defined
term Floor Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding
any treasury shares of the Corporation) outstanding immediately before such event, and of which the denominator shall be the number
of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 7(a)
shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or
distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or
re-classification.

 (b) VWAP
Reset . If on the twenty-first Trading Day following the date that is six months after the Closing Date, the VWAP (the
“ Measurement Price ”) is less than the Conversion Price then in effect, then the Conversion Price then in effect
shall be reduced to an amount equal to the greater of (i) the Measurement Price and (ii) $7.00 (as adjusted for any stock dividend,
stock split, stock combination, reclassification or similar transaction occurring after the date of the Purchase Agreement). No
adjustment pursuant to this Section 7(b) shall be made if such adjustment would result in an increase of the Conversion Price
then in effect.

 (c) Adjustment
of Conversion Price upon Issuance of Common Stock . If and whenever on or after the Closing Date until the first date on which no
shares of Preferred Stock are outstanding the Corporation issues or sells, or in accordance with this Section
7(c) is deemed to have issued or sold, any shares of Class A Common Stock (including the issuance or sale of shares of
Class A Common Stock owned or held by or for the account of the Corporation, but excluding shares of Class A
Common Stock issued or sold, or deemed to have been issued or sold, by the Corporation in connection with any Exempt Issuance) for a
consideration per share (the “ New Issuance Price ”) less than the Conversion Price then in effect (each such
issue, sale or deemed issuance or sale, a “ Dilutive Issuance ”), then, immediately after such Dilutive Issuance,
the Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price as further adjusted pursuant to
Section 7(a) and Section 7(e) for any stock dividend, stock split, combination, rights offering or other customary dilutive event).
For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Price and the New Issuance
Price under this Section 7(c) ), the following shall
be applicable:

 15

 (i) Options
and Convertible Securities . The consideration per share received by the Corporation for Class A Common Stock issued or deemed to
have been issued pursuant to Section 7(c)(ii) , relating to Options and Convertible Securities, shall be determined by
dividing:

 a. the total amount, if any, received or receivable by the Corporation as consideration for the issue of
such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments
relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the
Corporation upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options
for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible
Securities, by

 b. the maximum number of shares of Class A Common Stock (as set forth in the instruments relating thereto,
without regard to any provision contained therein for a subsequent adjustment of such number) deemed to be issued pursuant to Section
7(c)(ii) upon the issuance of such Options or Convertible Securities.

 (ii) Deemed
Issuance of Options and Convertible Securities .

 a. If the Corporation at any time or from time to time shall issue any Options or Convertible Securities
or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible
Securities, then the maximum number of shares of Class A Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction
of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent
adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor,
the conversion or exchange of such Convertible Securities, shall be deemed to be outstanding and to have been issued as of the time of
such issue or, in case such a record date shall have been fixed, as of the close of business on such record date.

 b. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable
upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible
into or exercisable or exchangeable for Class A Common Stock increases or decreases at any time (other than (i) proportional changes in
conversion or exercise prices, as applicable, in connection with an event referred to in Section 7(a) above and (ii) automatic
adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security which are not more favorable
to the holder thereof than the anti-dilution and similar provisions set forth herein), the Conversion Price in effect at the time of such
increase or decrease shall be adjusted to the Conversion Price which would have been in effect at such time had such Options or Convertible
Securities provided for such decreased purchase price or additional consideration or increased conversion rate (as the case may be) at
the time initially granted, issued or sold. For purposes of this Section 7(c) , if the terms of any Option or Convertible Security
that was outstanding as of the date of first issuance of a share of Preferred Stock are increased or decreased in the
manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed
issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease.
No adjustment pursuant to this Section 7(c)(ii) shall be made
if such adjustment would result in an increase of the Conversion Price then in effect.

 16

 (iii) Calculation
of Consideration Received .

 a. In case one or more Option is issued in connection with the issue or sale of other securities of the Corporation,
together comprising one integrated transaction, (x) each such Option will be deemed to have been issued for the Option Value of such Option
and (y) the other securities issued or sold in such integrated transaction shall be deemed to have been issued or sold for the difference
of (I) the aggregate consideration received by the Corporation less any consideration paid or payable by the Corporation pursuant to the
terms of such other securities of the Corporation, less (II) the Option Value of each such Option.

 b. If any shares of Class A Common Stock, Options or Convertible Securities are issued or sold or deemed
to have been issued or sold for cash, the consideration other than cash received therefor will be deemed to be the net amount received
by the Corporation therefor. If any shares of Class A Common Stock, Options or Convertible Securities are issued or sold for a consideration
other than cash, the amount of such consideration received by the Corporation will be the fair value of such consideration, except where
such consideration consists of publicly traded securities, in which case the amount of consideration received by the Corporation will
be the VWAP of such publicly traded securities on the date of receipt (substituting the references to “Class A Common Stock”
in the definition of VWAP with such publicly traded security). If any shares of Class A Common Stock, Options or Convertible Securities
are issued to the owners of the non-surviving entity in connection with any merger in which the Corporation is the surviving entity, the
amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving
entity as is attributable to such shares of Class A Common Stock, Options or Convertible Securities, as the case may be. The fair value
of any consideration other than cash or publicly traded securities will be determined jointly by the Corporation and the Required Holders.
If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “ Valuation
Event ”), the fair value of such consideration will be determined within five (5) Business Days after the tenth (10th) day following
the Valuation Event by an independent, reputable appraiser jointly selected by the Corporation and the Required Holders. The determination
of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall
be borne by the Corporation.

 (iv) Record
Date . If the Corporation takes a record of the holders of shares of Common Stock for the purpose of entitling them (A) to
receive a dividend or other distribution payable in shares of Class A Common Stock, Options or in Convertible Securities or (B) to
subscribe for or purchase shares of Class A Common Stock, Options or Convertible Securities, then such record date will be deemed to
be the date of the issuance or sale of the shares of Class A Common Stock deemed to have been issued or sold upon the declaration of
such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase (as the
case may be).

 17

 (v) Expiration
or Termination of Options or Convertible Securities . Upon the expiration or termination of any unexercised Option or unconverted
or unexchanged Convertible Securities (or portion thereof) which resulted (either upon its original issuance or upon a revision of
its terms) in an adjustment to the Conversion Price pursuant to the terms of Section 7(c) ,
the Conversion Price shall be readjusted to such Conversion Price as would have obtained had such Option or Convertible Securities
(or portion thereof) never been issued. For the avoidance of doubt, any such readjustment of the Conversion Price shall only apply
to conversions of the shares of Preferred Stock from and after such readjustment.

 (d) Subsequent
Rights Offerings . In addition to any adjustments pursuant to Section 7(a) and Section 7(c) above, if at any
time the Corporation grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other
property pro rata to all or substantially all of the record holders of any class of shares of Common Stock (the “ Purchase
Rights ”), then the Holders will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate
Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Class A Common Stock acquirable
upon complete conversion of such Holder’s Preferred Stock (without regard to any limitations on conversion hereof, including
without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant,
issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of
Common Stock are to be determined for the grant, issue or sale of such Purchase Rights ( provided , however ,
that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the
Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or
beneficial ownership of such shares of Class A Common Stock as a result of such Purchase Right to such extent) and such Purchase
Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the
Holder exceeding the Beneficial Ownership Limitation). To the extent that the issue price of such Purchase Rights would result in an
adjustment of the Conversion Price pursuant to Section 7(c) , such adjustment shall not occur to the extent the Holders were
granted the right to acquire such Purchase Rights on the applicable terms and elected to acquire such Purchase Rights.

 (e) Pro
Rata Distributions . In addition to the requirements of Section 3 , during such time as this Preferred Stock is
outstanding, if the Corporation declares or makes any dividend or other distribution of its assets (or rights to acquire its assets)
to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of
cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement,
scheme of arrangement or other similar transaction) (a “ Distribution ”), in each such case, the Holders shall be
entitled to participate in such Distribution to the same extent that the Holders would have participated therein if the Holder had
held the number of shares of Class A Common Stock acquirable upon complete conversion of this Preferred Stock (without regard to any
limitations on conversion hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of
which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of
Common Stock are to be determined for the participation in such Distribution ( provided , however , to the
extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial
ownership of any shares of Class A Common Stock as a result of such Distribution to such extent) and the portion of such
Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result
in the Holder exceeding the Beneficial Ownership Limitation).

 18

 (f) Fundamental
Transaction .

 (i) If,
at any time while this Preferred Stock is outstanding, (i) the Corporation, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Corporation with or into another Person, (ii) the Corporation (and all of
its Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or
other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or
indirect, purchase offer, tender offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to
which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has
been accepted by the holders of 50% or more of the outstanding Common Stock or 50% or more of the voting power of the common equity
of the Corporation, (iv) the Corporation, directly or indirectly, in one or more related transactions effects any reclassification,
reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is
effectively converted into or exchanged for other securities, cash or property (other than as a result of a stock split, combination
or reclassification of shares of Common Stock covered by Section 7(a) ), or (v) the
Corporation, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other
business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement)
with another Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding shares of Common
Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or
affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) or 50%
or more of the voting power of the common equity of the Corporation, and such event(s) do not constitute a Deemed Liquidation Event
(each a “ Fundamental Transaction ”), then, upon any subsequent conversion of this Preferred Stock, the Holder
shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to
the occurrence of such Fundamental Transaction (without regard to any limitation in Section 6(d) on the conversion of
this Preferred Stock), the number of shares of capital stock of the successor or acquiring corporation or of the Corporation, if it
is the surviving corporation, and any additional consideration (the “ Alternate Consideration ”) receivable as a
result of such Fundamental Transaction by a holder of the number of shares of Class A Common Stock for which this Preferred Stock is
convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 6(d) on the
conversion of this Preferred Stock).

 (ii)
 For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such
Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Corporation shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting
the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the
securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any conversion of this Preferred Stock following such Fundamental Transaction. To the extent necessary
to effectuate the foregoing provisions, any successor to the Corporation or surviving entity in such Fundamental Transaction shall file
a new Certificate of Designation with the same terms and conditions and issue to the Holders new preferred stock consistent with the foregoing
provisions and evidencing the Holders’ right to convert such preferred stock into Alternate Consideration.

 (iii)
 The Corporation shall cause any successor entity in a Fundamental Transaction in which the Corporation is not the survivor (the
“ Successor Entity ”) to assume in writing all of the obligations of the Corporation under this Certificate of Designation
and the Registration Rights Agreement in accordance with the provisions of this Section 7(f) pursuant to written agreements in
form and substance reasonably satisfactory to the Required Holders and approved by the Required Holders (without unreasonable delay) prior
to such Fundamental Transaction and shall, at the option of the Holder of this Preferred Stock, deliver to the Holder in exchange for
this Preferred Stock a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance
to this Preferred Stock which is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent
entity) equivalent to the shares of Class A Common Stock acquirable and receivable upon conversion of this Preferred Stock (without regard
to any limitations on the conversion of this Preferred Stock) prior to such Fundamental Transaction, and with a conversion price which
applies the Conversion Price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common
Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and
such conversion price being for the purpose of protecting the economic value of this Preferred Stock immediately prior to the consummation
of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Required Holders.

 19

 (g) Calculations .
All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may
be. For purposes of this Section 7 , the number of shares of Class A Common Stock deemed to be issued and outstanding as of
a given date shall be the sum of the number of shares of Class A Common Stock (excluding any treasury shares of the Corporation) issued
and outstanding.

 (h) Notice
to the Holders .

 (i) Adjustment
to Conversion Price . Whenever the Conversion Price is adjusted pursuant to any provision of this Section 7 , the
Corporation shall promptly deliver to each Holder by email a notice setting forth the Conversion Price after such adjustment and
setting forth a brief statement of the facts requiring such adjustment.

 (ii)
 Notice to Allow Conversion by Holder . If (A) the Corporation shall declare a dividend (or any other distribution in whatever
form) on the Common Stock, (B) the Corporation shall declare a redemption of the Common Stock, (C) the Corporation shall authorize the
granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class
or of any rights, (D) the approval of any stockholders of the Corporation shall be required in connection with any reclassification of
the Common Stock, any consolidation or merger to which the Corporation is a party, any sale or transfer of all or substantially all of
the assets of the Corporation (and all of its Subsidiaries, taken as a whole), or any compulsory share exchange whereby the Common Stock
is converted into other securities, cash or property or (E) the Corporation shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Corporation, then, in each case, the Corporation shall cause to be filed at each office
or agency maintained for the purpose of conversion of this Preferred Stock, and shall cause to be delivered by email to each Holder at
its email address as it shall appear upon the stock books of the Corporation, at least twenty (20) calendar days prior to the applicable
record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common
Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on
which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the
date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock
for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange,
 provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity
of the corporate action required to be specified in such notice. To the extent that any notice provided under this Certificate of Designation
constitutes, or contains, material, non-public information regarding the Corporation or any of the Subsidiaries, the Corporation shall
simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K, unless determined by the Corporation that
such filing would be harmful to the Corporation at such time, in which case the Corporation shall file such 8-K as soon as is reasonably
practicable in its discretion. Notwithstanding anything herein to the contrary, if the Corporation determines pursuant to the immediately
preceding sentence not to simultaneously file a notice with the Commission pursuant to a Current Report on Form 8-K when such notice contains
material, non-public information regarding the Corporation or any of the Subsidiaries, then, the Corporation shall first obtain the prior
written consent of such Holder to receive such notice prior to delivering such notice to such Holder. For the avoidance of doubt, and
without limiting the conversion rights of any Holder, each Holder shall remain entitled to convert the Accrued Value of this Preferred
Stock (or any part hereof) during the twenty (20)-day period commencing on the date of such notice through the effective date of the event
triggering such notice except as may otherwise be expressly set forth herein.

 20

 Section 8. Redemption .

 (a) Redemption
by the Corporation . Subject to the provisions of this Section 8 and unless prohibited by applicable law governing
distributions to stockholders, the Corporation may, in its sole discretion, redeem all or a portion of the outstanding shares of
Preferred Stock; provided, however, that the Corporation may not exercise its redemption right under this Section 8(a)
unless, on the date the Corporation Notice is delivered and on the applicable redemption date, the Conversion Shares are then (i)
listed and freely tradable, meaning either (A) the conditions of Rule 144 under the Securities Act (including, without limitation,
the holding period, current public information, volume limitations and manner of sale requirements, as applicable) are satisfied
with respect to the Conversion Shares and the applicable Holder or (B) a resale registration statement covering the resale of the
Conversion Shares by all Holders is effective and available for use under the Securities Act, (ii) listed or quoted on a Trading
Market, and (iii) the Holders shall not be in possession of material, non-public information regarding the Corporation or any of the
Subsidiaries received from the Corporation, any of its Subsidiaries, or any of their respective directors, officers, affiliates,
employees or agents.

 (i) on or after the third anniversary of the Closing but prior to the fourth
anniversary of the Closing, at a redemption price per share equal to the greater of (i) 120% of the Accrued Value (which shall be payable
in cash) and (ii) such amount per share as would have been payable had all shares of Preferred Stock been converted into Class A Common
Stock pursuant to Section 6 immediately prior to such redemption based on the then effective rate of conversion (which shall be payable,
at the option of the Corporation, in cash or shares of Class A Common Stock or a combination thereof, with the value of such shares of
Class A Common Stock being the closing price of such shares of Class A Common Stock on the Trading Market on the applicable date of redemption);

 (ii)
 on or after the fourth anniversary of the Closing but prior to the fifth
anniversary of the Closing, at a redemption price per share equal to the greater of (i) 110% of the Accrued Value (which shall be payable
in cash) and (ii) such amount per share as would have been payable had all shares of Preferred Stock been converted into Class A Common
Stock pursuant to Section 6 immediately prior to such redemption based on the then effective rate of conversion (which shall be payable,
at the option of the Corporation, in cash or shares of Class A Common Stock or a combination thereof, with the value of such shares of
Class A Common Stock being the closing price of such shares of Class A Common Stock on the Trading Market on the applicable date of redemption); and

 (iii) on or after the fifth anniversary of the Closing, at a redemption price
per share equal to the greater of (i) 100% of the Accrued Value (which shall be payable in cash) and (ii) such amount per share as would
have been payable had all shares of Preferred Stock been converted into Class A Common Stock pursuant to Section 6 immediately prior to
such redemption based on the then effective rate of conversion (which shall be payable, at the option of the Corporation, in cash or shares
of Class A Common Stock or a combination thereof, with the value of such shares of Class A Common Stock being the closing price of such
shares of Class A Common Stock on the Trading Market on the applicable date of redemption).

 If, on the date of
such redemption, applicable law governing distributions to stockholders prevents the Corporation from redeeming all shares of Preferred
Stock scheduled to be redeemed, the Corporation shall be entitled to ratably redeem the maximum number of shares that it may redeem consistent
with such law and any Preferred Stock not so redeemed shall remain outstanding. The Corporation shall provide written notice (the “ Corporation
Notice ”) by e-mail and first class mail postage prepaid, to each Holder of record (determined at the close of business on the
Business Day next preceding the day on which the Corporation Notice is given) of the Preferred Stock to be redeemed, at the address last
shown on the records of the Corporation for such Holder, notifying such Holder of the redemption to be effected, specifying the number
of shares to be redeemed from such Holder, specifying the date of such redemption, the redemption price, the place at which payment may
be obtained and calling upon such Holder to surrender to the Corporation, in the manner and at the place designated, his, her or its certificate
or certificates representing the shares to be redeemed; provided that the date of redemption shall be not less than 15 days from
the date of the Corporation Notice. Except as otherwise provided herein, on or after the applicable date of redemption, each Holder to
be redeemed shall surrender to the Corporation the certificate or certificates representing such shares, in the manner and at the place
designated in the Corporation Notice, and thereupon the price of redemption of such shares shall be payable to the order of the person
whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be cancelled. In the
event less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed
shares. Notwithstanding anything herein to the contrary, each Holder shall remain entitled to convert all or a portion of the Accrued
Value of its Preferred Stock (or any part thereof) at any time and from time to time during the 15-day period commencing on the date of
the Corporation Notice through the applicable date of redemption.

 (b) Redemption
by the Holders .

 (i) Unless prohibited by applicable law governing distribution to stockholders, shares of Preferred Stock shall be redeemed by the
Corporation at a purchase price equal to the Accrued Value (the “ Redemption Price ”), if at any time and from time to
time after the fifth (5 th ) anniversary of the Closing, a Holder delivers to the Corporation a written notice demanding redemption
of all of such Holder’s shares of Preferred Stock (the “ Redemption Request ”). The 20th day after the date of
the Redemption Request shall be referred to as the “ Redemption Date .” Upon receipt of a Redemption Request, the Corporation
shall apply all of its assets to any such redemption, and to no other corporate purpose, until the Redemption Price has been paid in full,
except to the extent prohibited by Delaware law governing distributions to stockholders.

 21

 (ii)
 Following receipt of a Redemption Request, the Corporation shall send written notice of the mandatory redemption (the “ Redemption
Notice ”) to the redeeming Holder of record of Preferred Stock not less than 15 days prior to the Redemption Date. The Redemption
Notice shall state:

 a. the number of shares of Preferred Stock held by the Holder that the Corporation shall redeem on the Redemption Date;

 b. the Redemption Date and the Redemption Price;

 c. the date upon which the Holder’s right to convert such shares terminates; and

 d. for Holders of shares in certificated form, that the Holder is to surrender to the Corporation, in the manner and at the place designated,
his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed.

 (iii) On
the Redemption Date, the Corporation shall redeem the Preferred Stock owned by such Holder. If on the Redemption Date Delaware law governing
distributions to stockholders prevents the Corporation from redeeming all shares of Preferred Stock to be redeemed, the Corporation shall
ratably redeem the maximum number of shares that it may redeem consistent with such law, and shall redeem the remaining shares as soon
as it may lawfully do so under such law. In the event that any portion of the Redemption Price has not been paid within 5 Business Days
following the Redemption Date, interest on such unpaid portion of the Redemption Price shall accrue thereon until such amount is paid
in full at a rate equal to the lesser of (i) 24.0% per annum and (ii) the maximum rate permitted under applicable law.

 (c) Rights
Subsequent to Redemption . Upon the redemption of shares of Preferred Stock pursuant to Section 8(a) or Section 8(b) ,
all rights with respect to such shares of Preferred Stock shall immediately terminate, except with respect to the right of the
Holders to receive the applicable redemption price with respect to such shares of Preferred Stock in accordance with Section 8(a)
or Section 8(b) , as applicable.

 (d)
 Delaware Surplus Covenant: The Corporation covenants and agrees that, to the extent any redemption payment required under
Section 8(a) or Section 8(b) is not permitted under applicable Delaware law governing distributions to stockholders due to an insufficiency
of surplus or net profits, the Board of Directors shall take all actions that are permitted under the DGCL to create or increase the surplus
necessary to enable such payment, including, without limitation, (i) revaluing the assets of the Corporation in accordance with Section
154 of the DGCL to their then-current fair market value, (ii) effecting a recapitalization of the Corporation to increase its surplus,
and (iii) taking any other action permitted under Delaware law to create lawfully available funds for such purpose. The Corporation shall
provide written notice to each affected Holder within ten (10) Business Days of determining that any redemption payment will be delayed
due to an insufficiency of surplus, which notice shall describe in reasonable detail the steps being taken pursuant to this Section 8(d)
and the estimated timeline for completion thereof.

 Section 9. Miscellaneous .

 (a) Notices .
Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any
Notice of Conversion, shall be in writing and delivered personally, by e-mail, or sent by nationally recognized overnight courier
service, addressed to the Corporation, at the address set forth above the address or email address most recently provided to Holders
by the Corporation for purposes of notice hereunder Attention: [●], e-mail address [●], or such other e-mail address or
address as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with this Section 9 .
Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and
delivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the e-mail
address or address of such Holder appearing on the books of the Corporation, or if no such facsimile number, e-mail address or
address appears on the books of the Corporation, at the principal place of business of such Holder, as set forth in the Purchase
Agreement. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the
time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or e-mail at the e-mail
address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of
transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section on a day that
is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the
date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom
such notice is required to be given.

 22

 (b) Absolute
Obligation . Except as expressly provided herein, no provision of this Certificate of Designation shall alter or impair the
obligation of the Corporation, which is absolute and unconditional, to pay liquidated damages and accrued dividends, as applicable,
on the shares of Preferred Stock at the time, place, and rate, and in the coin or currency, herein prescribed.

 (c) Lost or
Mutilated Preferred Stock Certificate . If a Holder’s Preferred Stock certificate shall be mutilated, lost, stolen or
destroyed, the Corporation shall issue or cause to be issued, in exchange and substitution for and upon cancellation of a mutilated
certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of
Preferred Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of
such certificate, and of the ownership hereof reasonably satisfactory to the Corporation (which shall not include the posting of any
bond). The applicant for a new certificate under such circumstances shall also pay any reasonable third-party costs (including
customary indemnity) associated with the issuance of such replacement certificate.

 (d) Governing
Law . All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation
shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the
principles of conflict of laws thereof. All legal proceedings concerning the interpretation, enforcement and defense of the
transactions contemplated by this Certificate of Designation (whether brought against a party hereto or its respective Affiliates,
directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of
Wilmington, Delaware, County of New Castle (the “ Delaware Courts ”). The Corporation and each Holder hereby
irrevocably submits to the exclusive jurisdiction of the Delaware Courts for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not
to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such Delaware
Courts, or such Delaware Courts are improper or inconvenient venue for such proceeding. The Corporation and each Holder hereby
irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by
mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the
address in effect for notices to it under this Certificate of Designation and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any other manner permitted by applicable law. The Corporation and each Holder hereby irrevocably waives, to the fullest
extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this
Certificate of Designation or the transactions contemplated hereby. If the Corporation or any Holder shall commence an action or
proceeding to enforce any provisions of this Certificate of Designation, then the prevailing party in such action or proceeding
shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation,
preparation and prosecution of such action or proceeding.

 (e) Amendment .
Subject to Section 4(c) , this Certificate of Designation (or any provision hereof) may be amended by obtaining the
affirmative vote at a meeting duly called for such purpose, or written consent without a meeting in accordance with the Delaware
General Corporation Law, of the Required Holders, voting separately as a single class, and with such other stockholder approval, if
any, as may then be required pursuant to the DGCL and the Corporation’s certificate of incorporation; provided, however, and
notwithstanding anything in this Certificate of Designation to the contrary, no provision of this Certificate of Designation shall
be amended to the extent any such amendment would (i) disproportionately, materially and adversely modify any rights of any Holder
(as compared to the rights of the other Holders), (ii) impose any additional financial obligations or liabilities on a Holder or
(iii) amend the provisions of Section 3, Section 6, Section 7, Section 8(b) or this Section 9(e), unless such amendment applies to
all Holders in the same fashion, in each case, unless any such Holder shall have previously consented in writing to such amendment
or voted to approve such amendment at a meeting. No consideration shall be offered or paid to any Holder to amend or consent to a
waiver or modification of any provision of this Certificate of Designation unless the same consideration is also offered to all of
the Holders. For clarification purposes, this provision constitutes a separate right granted to each Holder by the Corporation and
negotiated separately by each Holder, and is intended for the Corporation to treat the Holders as a group and shall not in any way
be construed as the Holders acting in concert or as a group with respect to the purchase, disposition or voting of securities or
otherwise.

 23

 (f) Waiver .
Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate as or be
construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designation
or a waiver by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term of this Certificate
of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder) of the right thereafter
to insist upon strict adherence to that term or any other term of this Certificate of Designation on any other occasion. Any waiver by
the Corporation or a Holder must be in writing.

 (g) Severability .
If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of
Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain
applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due
hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered
to equal the maximum rate of interest permitted under applicable law.

 (h) Next
Business Day . Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day.

 (i) Headings .
The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be
deemed to limit or affect any of the provisions hereof.

 (j) Status
of Converted or Redeemed Preferred Stock . Shares of Preferred Stock may only be issued pursuant to the Purchase Agreement. If
any shares of Preferred Stock shall be converted, redeemed or reacquired by the Corporation, such shares shall resume the status of
authorized but unissued shares of preferred stock and shall no longer be designated as 12.0% Series A Cumulative Convertible
Preferred Stock.

 24

 (k) Tax
Withholding . The Corporation agrees that, provided that each Holder delivers to the Corporation a properly executed IRS Form W-9
or other certification satisfactory to the Corporation certifying as to such Holder’s status (or the status of such
Holder’s beneficial owner(s)) as a United States person (within the meaning of Section 7701(a)(30) of the Code) and such
Holder’s (or such beneficial owners’) eligibility for complete exemption from backup withholding (“ U.S. Person
Certification ”), under current law the Corporation (including any paying agent of the Corporation) shall not be required
to, and shall not, withhold on any payments or deemed payments to any such Holder. In the event that any Holder fails to
deliver to the Corporation such properly executed U.S. Person Certification, the Corporation reasonably believes that a previously
delivered U.S. Person Certification is no longer accurate and/or valid, or there is a change in law that affects the withholding
obligations of the Corporation, the Corporation and its paying agent shall be entitled to withhold taxes on all payments made to the
relevant Holder in the form of cash or otherwise treated, in the Corporation’s reasonable discretion, as a dividend for U.S.
federal tax purposes or to request that the relevant Holder promptly pay the Corporation in cash any amounts required to satisfy any
withholding tax obligations, in each case, to the extent the Corporation or its paying agent determines in good faith it is required
to deduct and withhold tax on payments to the relevant Holder under applicable law; provided, that the Corporation shall use
commercially reasonable efforts to notify the relevant Holder of any required withholding tax reasonably in advance of the date of
the relevant payment . In the event that the Corporation does not have
sufficient cash with respect to any Holder from withholding on cash payments otherwise payable to such Holder and cash paid to the
Corporation by such Holder to the Corporation pursuant to the immediately preceding sentence, the Corporation and its paying agent
shall be entitled to withhold taxes on deemed payments, including distributions of additional Preferred Stock in lieu of cash and
constructive distributions on the Preferred Stock to the extent required by law, and the Corporation and its paying agent shall be
entitled to satisfy any required withholding tax on non-cash payments (including deemed payments) through a sale of a portion of the
Preferred Stock received as a dividend or from cash dividends or sales proceeds subsequently paid or credited on the Preferred
Stock.

 (l) Tax Treatment .
Absent a change in law, Internal Revenue Service practice or a contrary determination (as defined in Section 1313(a) of the Internal
Revenue Code, as amended (the “ Code ”)), each holder of Preferred Stock and the Corporation shall not treat the Preferred
Stock (based on their terms as set forth in this Certificate of Designation) as “preferred stock” within the meaning of Section
305 of the Code and Treasury Regulation Section 1.305-5 for United States federal income tax and withholding tax purposes and shall not
take any position inconsistent with such treatment.

 *********************

 25

 IN WITNESS WHEREOF, this Certificate of Designation is
executed on behalf of the Corporation by its Chief Executive Officer this [●] th day of [●], 2026.

 [IPFX PubCo, Inc.]

 By:

 Name: Kevin
Shannon

 Title: Chief
Executive Officer

 ANNEX A

 NOTICE OF CONVERSION

(TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT SHARES OF [●]% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK)

 The undersigned hereby elects to convert the number
of shares of [●]% Series A Cumulative Convertible Preferred Stock, par value [$0.0001] per share (the “ Preferred Stock ”),
indicated below into shares of Class A common stock, par value [$0.0001] per share (the “ Common Stock ”), of [IPFX PubCo,
Inc.], a Delaware corporation (the “ Corporation ”), according to the conditions hereof, as of the date written below.
If shares of Common Stock are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes
payable with respect thereto and is delivering herewith such certificates and opinions as may be required by the Corporation in accordance
with the Purchase Agreement. No fee will be charged to the Holders for any conversion, except for any such transfer taxes.

 Conversion calculations:

 Date to Effect Conversion: ______________________________________________________

 Number of shares of Preferred Stock owned prior to
Conversion: _________________________

 Number of shares of Preferred Stock to be Converted: _________________________________

 Accrued Value of shares of Preferred Stock to be
Converted: ____________________________

 Number of shares of Common Stock to be Issued: ____________________________________

 Applicable Conversion Price: ____________________________________________________

 Number of shares of Preferred Stock subsequent to
Conversion: _________________________

 Address for Delivery: _________________________________________________________

 or

 DWAC Instructions:

 Broker no: _____________

 Account no: ___________

 [HOLDER]

 By:

 Name:

 Title:

 Annex A

EX-4.1 · FORM OF WARRANT TO BE ISSUED TO EACH SERIES A PREFERRED STOCK INVESTOR

EX-4.1
 4
 ea029394001ex4-1.htm
 FORM OF WARRANT TO BE ISSUED TO EACH SERIES A PREFERRED STOCK INVESTOR

 Exhibit 4.1

 [NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY
AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN
SECURED BY SUCH SECURITIES.]

 [IPFX
PubCo, Inc.]

 COMMON STOCK PURCHASE WARRANT

 Warrant Shares: [_______]
 Initial Exercise Date: [●], [●]

 THIS COMMON STOCK PURCHASE
WARRANT (this “ Warrant ”) certifies that, for value received, [_____________] or its assigns (the “ Holder ”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after
the date hereof (the “ Initial Exercise Date ”) and on or prior to 5:00 p.m. (New York City time) on [●], [●]
(the “ Termination Date ”) but not thereafter, to subscribe for and purchase from [IPFX PubCo, Inc.], a Delaware corporation
(the “ Company ”), up to [______] shares (as subject to adjustment hereunder, the “ Warrant Shares ”)
of Class A Common Stock. The purchase price of one share of Class A Common Stock under this Warrant shall be equal to the Exercise Price,
as defined in Section 2(b) .

 This Warrant is one of a series
of common stock purchase warrants with substantially the same terms as this Warrant (notwithstanding that certain of such warrants are
[not] subject to restriction on free marketability), with an initial exercise price of $12.00 per share, issued on the Initial Exercise
Date (such series of warrants, the “ Related Warrants ”).

 Section 1. Definitions . Capitalized
terms used and not otherwise defined herein shall have the meanings set forth in Schedule A hereto.

 Section 2. Exercise .

 (a) Exercise of Warrant . Exercise of the purchase rights represented by this Warrant may be made, in
whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the
Company (or such other office or agency that the Company may designate by notice in writing to the registered Holder at the address of
the Holder appearing on the books of the Company), as applicable, of a duly executed PDF copy submitted by e-mail (or e-mail attachment)
of the Notice of Exercise in the form annexed hereto (the “ Notice of Exercise ”). Not later than the number of Trading
Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid,
the Holder shall deliver to the Company the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by
wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c)
below is available and specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall
any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein
to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all
of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant
to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company.
Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall
have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number
of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the
date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such
notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this
paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder
at any given time may be less than the amount stated on the face hereof.

 (b) Exercise Price . The exercise price per share of Class A Common Stock under this Warrant shall be
$12.00, subject to adjustment hereunder (the “ Exercise Price ”).

 (c) Cashless Exercise . If at any time after the [Effectiveness Deadline] as defined in the Registration
Rights Agreement, (x) the Warrant Shares issuable upon exercise of this Warrant would be (i) “restricted securities” as defined
in Rule 144 or (ii) the Holder is an Affiliate of the Company and (y) there is no effective registration statement registering, or the
prospectus contained therein is not available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised,
in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number
of Warrant Shares equal to the quotient obtained by dividing ((A-B) multiplied by (X)) by (A), where:

 (A) =
 as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day, (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day or (3) executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day), or (ii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

 2

 (B) =
 the Exercise Price of this Warrant, as adjusted hereunder; and

 (X) =
 the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

 If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the
Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant
Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this
 Section 2(c) .

 Notwithstanding anything herein to the
contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c) .

 (d) Mechanics of Exercise .

 (i) Delivery of Warrant Shares Upon Exercise . The Company shall cause the Warrant Shares purchased
hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s
balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system if the Company is then a participant
in such system and there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant
Shares by the Holder, and otherwise by physical delivery of a certificate, (or reasonable evidence of issuance by book entry of ownership
of the Warrant Shares) registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant
Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the
date that is the later of (i) the Standard Settlement Period after the delivery to the Company of the Notice of Exercise, and (ii) one
(1) Trading Day after delivery of the aggregate Exercise Price to the Company (such date, the “ Warrant Share Delivery Date ”);
 provided , however , in any event, the Company shall not be obligated to deliver Warrant Shares until it has
received the aggregate Exercise Price therefor. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate
purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective
of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the
case of a cashless exercise) is received no later than the number of Trading Days comprising the Standard Settlement Period following
delivery of the Notice of Exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long
as this Warrant remains outstanding and exercisable. As used herein, “ Standard Settlement Period ” means the standard
settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Class A Common
Stock as in effect on the date of delivery of the Notice of Exercise.

 3

 (ii) Delivery of New Warrants Upon Exercise . If this Warrant shall have been exercised in part, the
Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares,
deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this
Warrant, which new Warrant shall in all other respects be identical with this Warrant.

 (iii) Rescission Rights . If the Company fails to cause the Transfer Agent to transmit to the Holder the
Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date (subject to receipt of the aggregate Exercise Price
for the applicable exercise (other than in the case of a cashless exercise)), then the Holder will have the right to rescind such exercise
prior to the delivery of the Warrant Shares.

 (iv) No Fractional Shares or Scrip . No fractional shares or scrip representing fractional shares shall
be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon
such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to
such fraction multiplied by the Exercise Price or round up to the next whole share.

 (v) Charges, Taxes and Expenses . Issuance of Warrant Shares shall be made without charge to the Holder
for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses
shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed
by the Holder; provided , however , that, in the event that Warrant Shares are to be issued in a name other
than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly
executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer
tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all
fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day
electronic delivery of the Warrant Shares pursuant to the terms of this Warrant.

 (vi) Closing of Books . The Company will not close its stockholder books or records in any manner intended
to prevent the timely exercise of this Warrant, pursuant to the terms hereof.

 4

 (e) Holder’s Exercise Limitations . The Holder may notify the Company in writing in the event
it elects to be subject to the provisions contained in this Section 2(e) ; however, the Holder shall not be subject to this Section
2(e) unless he, she or it makes such election. If the election is made, the Company shall not effect any exercise of this Warrant,
and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent
that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with
the Holder’s Affiliates, and any Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such
Persons, “ Attribution Parties ”)) would beneficially own in excess of 4.9%, 9.9%, or 19.9% of the Class A Common Stock
(or such other amount as the Holder may specify) (the “ Beneficial Ownership Limitation ”). For purposes of the foregoing
sentence, the number of shares of Class A Common Stock beneficially owned by the Holder, its Affiliates and Attribution Parties shall
include the number of shares of Class A Common Stock issuable upon exercise of this Warrant with respect to which such determination is
being made, but shall exclude the number of shares of Class A Common Stock which would be issuable upon (i) exercise of the remaining,
nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise
or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any other
Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially
owned by the Holder or any of its Affiliates or Attribution Parties. For purposes of this Section 2(e) , beneficial ownership shall
be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged
by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange
Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation
contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities
owned by the Holder together with any Affiliates and Attribution Parties) and, of which portion of this Warrant is exercisable up to the
Beneficial Ownership Limitation shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed
to be the Holder’s good faith determination of whether this Warrant is exercisable (in relation to other securities owned by the
Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case, subject
to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination
and shall have no liability for exercises of this Warrant that are not in compliance with the Beneficial Ownership Limitation. In addition,
a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act
and the rules and regulations promulgated thereunder and the Company shall have no obligation to verify or confirm the accuracy of such
determination and shall have no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation.
For purposes of this Section 2(e) , in determining the number of outstanding shares of Class A Common Stock, a Holder may rely on
the number of outstanding shares of Class A Common Stock as reflected in (A) the Company’s most recent periodic or annual report
filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice
by the Company or the Transfer Agent setting forth the number of shares of Class A Common Stock outstanding. Upon the written or oral
request of a Holder, the Company shall within two (2) Trading Days confirm in writing to the Holder the number of shares of Class A Common
Stock then outstanding. In any case, the number of outstanding shares of Class A Common Stock shall be determined after giving effect
to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties
since the date as of which such number of outstanding shares of Class A Common Stock was reported. By written notice to the Company, the
Holder may from time to time increase or decrease the Beneficial Ownership Limitation applicable to the Holder, provided, however, that
any such increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered
to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with
the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the
intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect
to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

 5

 Section 3. Certain
Adjustments .

 (a) Stock Dividends and Splits . If the Company at any time while this Warrant is outstanding: (i) pays
a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent
securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Class A Common Stock issued
by the Company upon exercise of this Warrant or any cash distributions), (ii) subdivides outstanding shares of Common Stock into a larger
number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number
of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case
the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury
shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding
immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that
the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become
effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and
shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

 (b) VWAP Reset . If on the twenty-first Trading Day following the date that is six months after the
Closing Date, the VWAP (the “ Measurement Price ”) is less than the Exercise Price then in effect, then the Exercise
Price then in effect shall be reduced to an amount equal to the greater of (i) the Measurement Price and (ii) $7.00 (as adjusted for any
stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date of the Purchase Agreement).
No adjustment pursuant to this Section 7(b) shall be made if such adjustment would result in an increase of the Exercise Price then in
effect.

 (c) Adjustment Upon Issuance of Common Stock . If and whenever on or after the Closing Date, the Company
issues or sells, or in accordance with this Section 3(c) is deemed to have issued or sold, any shares of Class A Common Stock (including
the issuance or sale of shares of Class A Common Stock owned or held by or for the account of the Company, but excluding
shares of Class A Common Stock issued or sold, or deemed to have been issued or sold, by the Company in connection with any Exempt Issuance)
for a consideration per share (the “ New Issuance Price ”) less than the Exercise Price then in effect
(each such issue, sale or deemed issuance or sale, a “ Dilutive Issuance ”), then immediately after such Dilutive Issuance,
the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price.

 6

 For purposes of determining the adjusted
Exercise Price under this Section 3(c) , the following shall be applicable:

 (i) Options and Convertible Securities . The consideration per share received by the Company for Class
A Common Stock issued or deemed to have been issued pursuant to Section 3(c)(ii) , relating to Options and Convertible Securities,
shall be determined by dividing:

 (1) the total amount, if any, received or receivable by the Company as consideration for the issue of such
Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating
thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon
the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities,
the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by

 (2) the maximum number of shares of Class A Common Stock (as set forth in the instruments relating thereto,
without regard to any provision contained therein for a subsequent adjustment of such number) deemed to be issued pursuant to Section
3(c)(ii) upon the issuance of such Options or Convertible Securities.

 (ii) Deemed Issuance of Options and Convertible Securities .

 (1) If the Company at any time or from time to time shall issue any Options or Convertible Securities or shall
fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities,
then the maximum number of shares of Class A Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction
of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent
adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor,
the conversion or exchange of such Convertible Securities, shall be deemed to be outstanding and to have been issued as of the time of
such issue or, in case such a record date shall have been fixed, as of the close of business on such record date.

 (2) If the purchase or exercise price provided
for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible
Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable for Class A Common Stock
increases or decreases at any time, (other than (x) proportional changes in conversion or exercise prices, as applicable, in connection
with an event referred to in Section 3(a) above and (y) automatic adjustments to such terms pursuant to anti-dilution or similar
provisions of such Option or Convertible Security which are not more favorable to the holder thereof than the anti-dilution and similar
provisions set forth herein), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise
Price, which would have been in effect at such time had such Options or Convertible Securities provided for such decreased purchase price
or additional consideration or increased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes
of this Section 3(c)(ii)(2) , if the terms of any Option or Convertible Security that was outstanding as of the Initial Exercise
Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security
and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of
the date of such increase or decrease. No adjustment pursuant to this Section 3(c)(ii)(2) shall be made if such adjustment would
result in an increase of the Exercise Price then in effect.

 7

 (iii) Calculation of Consideration Received .

 (1) In case one or more Option is issued in connection with the issue or sale of other securities of the Company,
together comprising one integrated transaction, (x) each such Option will be deemed to have been issued for the Option Value of such Option
and (y) the other securities issued or sold in such integrated transaction shall be deemed to have been issued or sold for the difference
of (I) the aggregate consideration received by the Company less any consideration paid or payable by the Company pursuant to the terms
of such other securities of the Company, less (II) the Option Value of each such Options; provided , that , no share of Class
A Common Stock shall be deemed to have been issued for less than a fraction of the aggregate consideration received (excluding the minimum
aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained
therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of any such Options, or in the case
of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such
Convertible Securities) equal to (A) one divided by (2) the total number of shares of Class A Common Stock issued or issuable in the integrated
transaction (including the number of shares underlying any Options and Convertible Securities).

 (2) If any shares of Class A Common Stock, Options or Convertible Securities are issued or sold or deemed
to have been issued or sold for cash, the consideration other than cash received therefor will be deemed to be the net amount received
by the Corporation therefor. If any shares of Class A Common Stock, Options or Convertible Securities are issued or sold for a consideration
other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such
consideration consists of publicly traded securities, in which case the amount of consideration received by the Company will be the VWAP
of such publicly traded securities on the date of receipt (substituting the references to “Class A Common Stock” in the definition
of VWAP with such publicly traded security). If any shares of Class A Common Stock, Options or Convertible Securities are issued to the
owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration
therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable
to such shares of Class A Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other
than cash or publicly traded securities will be determined jointly by the Company and the Required Holders. If such parties are unable
to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “ Valuation Event ”),
the fair value of such consideration will be determined within five (5) Business Days after the tenth (10th) day following the Valuation
Event by an independent, reputable appraiser jointly selected by the Company and the Required Holders. The determination of such appraiser
shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.

 (iv) Record Date . If the Company takes a record of the holders of shares of Common Stock for the purpose
of entitling them (A) to receive a dividend or other distribution payable in shares of Class A Common Stock, Options or in Convertible
Securities or (B) to subscribe for or purchase shares of Class A Common Stock, Options or Convertible Securities, then such record date
will be deemed to be the date of the issuance or sale of the shares of Class A Common Stock deemed to have been issued or sold upon the
declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase,
as the case may be.

 8

 (d) Subsequent Rights Offerings . In addition to any adjustments pursuant to Section 3(a) and
Section 3(c) above, if at any time after the Initial Exercise Date the Company grants, issues or sells any Common Stock Equivalents or
rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders of any class
of shares of Common Stock (the “ Purchase Rights ”), then the Holder will be entitled to acquire, upon the terms applicable
to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares
of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without
limitation, any applicable Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Class A Common Stock
are to be determined for the grant, issue or sale of such Purchase Rights ( provided , however , that, to the
extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding any applicable Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership
of such shares of Class A Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall
be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding any applicable
Beneficial Ownership Limitation). To the extent that the issue price of such Purchase Rights would result in an adjustment of the Exercise
Price pursuant to Section 3(c) , such adjustment shall not occur to the extent the Holders were granted the right to acquire such
Purchase Rights on the applicable terms and elected to acquire such Purchase Rights.

 (e) Reserved .

 (f) Fundamental Transaction .

 (i) If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or
more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (and all of
its subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other
disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase
offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock
are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of
50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any
reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a stock split, combination
or reclassification of shares of Common Stock covered by Section 3(a) ), or (v) the Company, directly or indirectly, in one or more
related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group
acquires 50% or more of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other
Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement
or other business combination) or 50% or more of the voting power of the common equity of the Company (each a “ Fundamental Transaction ”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have
been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without
regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor
or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “ Alternate
Consideration ”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Class A Common
Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section
2(e) on the exercise of this Warrant).

 9

 (ii) For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted
to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock
in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable
manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given
any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same
choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding
anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at
the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction
(or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by
paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date
of the consummation of such Fundamental Transaction; provided , that if holders of Common Stock of the Company are not offered
or paid any consideration in such Fundamental Transaction, such holders of Common Stock will be deemed to have received common stock or
ordinary shares of the Successor Entity (which Successor Entity may be the Company following such Fundamental Transaction) in such Fundamental
Transaction. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration)
within the later of (i) five Business Days of the Holder’s election and (ii) the date of consummation of the Fundamental Transaction.

 (iii) The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not
the survivor (the “ Successor Entity ”) to assume in writing all of the obligations of the Company under this Warrant
and the other Transaction Documents in accordance with the provisions of this Section 3(f) pursuant to written agreements in form
and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental
Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity
evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding
number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Class A Common Stock acquirable
and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental
Transaction, and with an exercise price which applies the Exercise Price hereunder to such shares of capital stock (but taking into account
the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock,
such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant
immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to
the Holder.

 (g) Calculations . All calculations under this Section 3 shall be made to the nearest cent or
the nearest 1/100th of a share, as the case may be. For purposes of this Section 3 , the number of shares of Class A Common Stock
deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Class A Common Stock (excluding treasury
shares, if any) issued and outstanding.

 (h) Number of Warrant Shares . Simultaneously with any adjustment to the Exercise Price pursuant to
this Section 3 , the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased
proportionately so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares
shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on
exercise contained herein); provided, however, that (i) no adjustment to the number of Warrant Shares shall be made in connection with
any adjustment to the Exercise Price pursuant to Section 3(b) and (ii) in connection with any reduction of the Exercise Price pursuant
to Section 3(c), the number of Warrant Shares shall not be increased to more than the lesser of (A) the number determined under the foregoing
proportionate-adjustment formula and (B) the number of Warrant Shares issued at original issuance multiplied by a fraction, the numerator
of which is the original Exercise Price and the denominator of which is $7.00 (as adjusted for any stock dividend, stock split, stock
combination, reclassification or similar transaction occurring after the date of the Purchase Agreement).

 10

 (i) Notice to Holder .

 (i) Adjustment to Exercise Price . Whenever the Exercise Price is adjusted pursuant to any provision
of this Section 3 , the Company shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such
adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such
adjustment.

 (ii) Notice to Allow Exercise by Holder . If (A) the Company shall declare a dividend (or any other distribution
in whatever form) on the Common Stock, (B) the Company shall declare a redemption of the Common Stock, (C) the Company shall authorize
the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class
or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the
Common Stock, any consolidation or merger to which the Company (or any of its subsidiaries) is a party, any sale or transfer of all or
substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or
property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the
Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number
or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record
or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend,
distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock
of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which
such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date
as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for
securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided ,
that, notwithstanding the foregoing, any notice delivery requirement hereunder shall also be deemed satisfied by filing or furnishing
such communication with the Commission via the EDGAR system; provided, further , that the failure to deliver such notice or any
defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice.
To the extent that any notice provided to the Holder in accordance with the terms of this Warrant constitutes, or contains, material,
non-public information regarding the Company or any of the subsidiaries, the Company shall simultaneously file such notice with the Commission
pursuant to a Current Report on Form 8-K, unless determined by the Company that such filing would be harmful to the Company at such time,
in which case the Company shall file such 8-K as soon as is reasonably practicable in its discretion. Notwithstanding anything herein
to the contrary, if the Corporation determines pursuant to the immediately preceding sentence not to simultaneously file a notice with
the Commission pursuant to a Current Report on Form 8-K when such notice contains material, non-public information regarding the Corporation
or any of the Subsidiaries, then, the Corporation shall first obtain the prior written consent of such Holder to receive such notice prior
to delivering such notice to such Holder. The Holder shall remain entitled to exercise this Warrant during the period commencing on the
date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

 (j) Voluntary Adjustment By Company . Subject to the rules and regulations of the Trading Market, the
Company may at any time during the term of this Warrant, subject to the prior written consent of the Holder, reduce the then current Exercise
Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.

 11

 Section 4. Transfer
of Warrant .

 (a) Transferability . Subject to compliance with any applicable securities laws and the conditions set
forth in Section 4(d) hereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are
transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together
with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney
and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment,
the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination
or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this
Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall
not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case,
the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment
form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new
holder for the purchase of Warrant Shares without having a new Warrant issued.

 (b) New Warrants . This Warrant may be divided or combined with other Warrants upon presentation hereof
at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are
to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a) , as to any transfer which
may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant
or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the
Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto, and
if applicable, shall reflect any adjustment to the Exercise Price prior to the date of such transfer or exchange.

 (c) Warrant Register . The Company shall register this Warrant, upon records to be maintained by the
Company for that purpose (the “ Warrant Register ”), in the name of the record Holder hereof from time to time. The Company
may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, absent actual notice to the contrary.

 (d) Transfer Restrictions . This Warrant and the Warrant Shares may only be disposed of in compliance
with state and federal securities laws. In connection with any transfer of this Warrant or the Warrant Shares other than pursuant to an
effective registration statement or Rule 144, to the Company or to an Affiliate of the Holder or in connection with a pledge in connection
with a bona fide margin account with a registered broker-dealer or other loan with a financial institution that is an “accredited
investor” as defined in Rule 501(a) under the Securities Act or other loan secured by this Warrant or the Warrant Shares, the Company
may require the transferor to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the
Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does
not require registration of this Warrant or the Warrant Shares under the Securities Act.

 (e) Representation by the Holder . Except if such exercise were by means of a cashless exercise, the
Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire
the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant
Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered
or exempted under the Securities Act.

 12

 Section 5. Miscellaneous .

 (a) No Rights as Stockholder Until Exercise . This Warrant does not entitle the Holder to any voting
rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i) ,
except as expressly set forth in this Warrant.

 (b) Loss, Theft, Destruction or Mutilation of Warrant . The Company covenants that upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate
relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which,
in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate,
if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in
lieu of such Warrant or stock certificate.

 (c) Saturdays, Sundays, Holidays, etc . If the last or appointed day for the taking of any action or
the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be
exercised on the next succeeding Business Day.

 (d) Authorized Shares .

 (i) The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized
and unissued Class A Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of
any purchase rights under this Warrant (without regard to any limitation on exercise set forth herein and assuming an Exercise Price equal
to the lower of (i) $7.00 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction
occurring after the date of the Purchase Agreement) and (ii) the Exercise Price then in effect) (the " Required Reserve Amount ").
If at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares
of Class A Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of
Class A Common Stock equal to the Required Reserve Amount (an “ Authorized Share Failure ”), then, the Company shall
use its reasonable best efforts to promptly take all action necessary to increase the Company's authorized shares of Class A Common Stock
to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Warrant then outstanding. The Company further
covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the
necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action
as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of the Trading Market upon which the Class A Common Stock may be listed. The Company covenants that all Warrant
Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights
represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid
and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes
in respect of any transfer occurring contemporaneously with such issue).

 (ii) Except and to the extent as waived or consented to by the Holder, the Company shall not by any action,
including, without limitation, amending its Certificate of Incorporation (or any Certificate of Designation thereto) or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this
Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant
Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action
as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares
upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof, as may be necessary to enable the Company to perform its obligations under
this Warrant.

 (iii) Before taking any action which would result in an adjustment in the number of Warrant Shares for which
this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents
thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

 13

 (e) Jurisdiction . All questions concerning the construction, validity, enforcement and interpretation
of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without
regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or its respective Affiliates, directors,
officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting
in the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in the State of Delaware for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein (including with respect to the enforcement of this Warrant), and hereby irrevocably waives, and agrees not
to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action
or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process
and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such
service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce
any provisions of this Warrant, then, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party
for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of
such Action or Proceeding.

 (f) Restrictions . The Holder acknowledges that the Warrant Shares acquired upon the exercise of this
Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and
federal securities laws.

 (g) Nonwaiver and Expenses . No course of dealing or any delay or failure to exercise any right hereunder
on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without
limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant,
which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover
any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred
by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

 (h) Notices . Any and all notices or other communications or deliveries required or permitted to be
provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such
notice or communication is delivered via email at the e-mail address as set forth on the signature pages attached hereto, or to such other
address as the Company or the Holder may indicate by a notice delivered to the other from time to time, at or prior to 5:30 p.m. (New
York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered
via email attachment at the e-mail address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later
than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S.
nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The
address for such notices and communications shall be as set forth on the signature pages attached hereto, or to such other address as
the Company or the Holder may indicate by a notice delivered to the other from time to time.

 (i) Limitation of Liability . No provision hereof, in the absence of any affirmative action by the Holder
to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise
to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is
asserted by the Company or by creditors of the Company.

 14

 (j) Remedies . The Holder, in addition to being entitled to exercise all rights granted by law, including
recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees
to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

 (k) Successors and Assigns . Subject to applicable securities laws, this Warrant and the rights and
obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and
the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time
to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

 (l) Amendment . The Related Warrants, including this Warrant, may be amended with the written consent
of the Required Holder, provided, however, and notwithstanding anything in this Warrant or the Related Warrants to the contrary, no provision
of the Related Warrants, including this Warrant, shall be amended to the extent any such amendment would (i) disproportionately, materially
and adversely modify any rights of any holder of Related Warrants (as compared to the rights of the other holders of Related Warrants),
(ii) impose any additional financial obligations or liabilities on a holder of Related Warrants or (iii) amend the provisions of Section
2 , Section 3 , Section 4 , or this Section 5(l), unless such amendment applies to all holders of Related Warrants in the
same fashion, in each case, unless any such holder of a Related Warrant shall have previously consented in writing to such amendment or
voted to approve such amendment at a meeting. No consideration shall be offered or paid to any holder of Related Warrants to amend or
consent to a waiver or modification of any provision of the Related Warrants unless the same consideration is also offered to all of the
holders of Related Warrants. For clarification purposes, this provision constitutes a separate right granted to each holder of Related
Warrants by the Company and negotiated separately by each holder of Related Warrants, and is intended for the Company to treat the holders
of Related Warrants as a group and shall not in any way be construed as the holders of Related Warrants acting in concert or as a group
with respect to the purchase, disposition or voting of securities or otherwise.

 (m) Severability . Wherever possible, each provision of this Warrant shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant.

 (n) Headings . The headings used in this Warrant are for the convenience of reference only and shall
not, for any purpose, be deemed a part of this Warrant.

 ********************

 (Signature Page Follows)

 15

 IN WITNESS WHEREOF, the parties hereto have caused
this Common Stock Purchase Warrant to be duly executed by their respective authorized signatories as of the date first indicated above.

 [IPFX PubCo, Inc.]

 Address for Notice:

 By:

 Name:

 Title:

 Email :

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

 16

 IN WITNESS WHEREOF, the undersigned have caused
this Common Stock Purchase Warrant to be duly executed by their respective authorized signatories as of the date first indicated above.

 Name of Purchaser:

 Signature of Authorized Signatory of Purchaser :

 Name of Authorized Signatory:

 Title of Authorized Signatory:

 Email Address of Authorized Signatory:

 Address for Notice to Purchaser:

 Address for Delivery of Securities to Purchaser (if not same as address
for notice):

 Warrant Shares:

 EIN Number:

 17

 SCHEDULE A

 “ Action ” means any action,
suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the applicable party, threatened against
or affecting the applicable party or any of its properties before or by any court, arbitrator, governmental or administrative agency or
regulatory authority (federal, state, county, local or foreign).

 “ Affiliate ” means any Person
that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person,
as such terms are used in and construed under Rule 405 under the Securities Act.

 “ Black Scholes Value ” means
the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined
as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate
corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated
Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day
volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately
following the public announcement of the applicable contemplated Fundamental Transaction, (C) the underlying price per share used in such
calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of
any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the period beginning
on the Trading Day immediately preceding the announcement of the applicable Fundamental Transaction (or the consummation of the applicable
Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(f) ,
(D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and
the Termination Date and (E) a zero cost of borrow.

 “ Bloomberg ”
means Bloomberg L.P.

 “ Business Combination”
 means the transactions contemplated by the Business Combination Agreement.

 “ Business Combination
Agreement ” means that certain Business Combination Agreement, dated as of June 8, 2026, by and among the Company (or its predecessor),
[IPFX Merger Sub], Inc. and Quantum Space LLC, as it may be further amended, modified or supplemented from time to time.

 “ Business Day ” means any day
other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain
closed; provided , however , for clarification, commercial banks shall not be deemed to be authorized or required
by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee” or any
other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so
long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally
open for use by customers on such day.

 “ Closing Date ” means the Trading
Day on which the Business Combination is consummated.

 “ Class A Common Stock ” means
the Class A common stock, par value [$0.0001] per share, of the Company and stock of any other class of securities into which such securities
may hereafter be reclassified or changed.

 “ Class B Common Stock ” means
the Class B common stock, par value [$0.0001] per share, of the Company and stock of any other class of securities into which such securities
may hereafter be reclassified or changed.

 “ Class C Common Stock ” means
the Class C common stock, par value [$0.0001] per share, of the Company and stock of any other class of securities into which such securities
may hereafter be reclassified or changed.

 “ Common Stock ” means, collectively,
the Class A Common Stock, the Class B Common Stock and the Class C Common Stock.

 18

 “ Common Stock Equivalents ”
means any securities of the Company which would entitle the holder thereof to acquire at any time Class A Common Stock, including, without
limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Class A Common Stock, and any securities of the Company that
when paired with one or more other securities of the Company or another entity entitles the holder thereof to receive, Class A Common
Stock.

 “ Convertible Securities ” means
any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for, or which otherwise
entitles the holder thereof to acquire, any shares of Class A Common Stock and any securities of the Company that when paired with one
or more other securities of the Company or another entity entitles the holder thereof to receive, Class A Common Stock.

 “ Exempt Issuance ” means the
issuance of (a) any securities of the Company to employees, officers or directors of the Company pursuant to any stock or option plan
duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee
of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange
of or conversion of any securities issued pursuant to the Purchase Agreements or the Business Combination Agreement and/or other securities
exercisable or exchangeable for or convertible into shares of Class A Common Stock issued and outstanding on the Closing Date, provided
that such securities have not been amended since the Closing Date to increase the number of such securities or to decrease the exercise
price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations and automatic
adjustments to such terms pursuant to anti-dilution or similar provisions of such securities which are not more favorable to the holder
thereof than the anti-dilution and similar provisions set forth herein) or to extend the term of such securities, (c) the Underlying Shares
and (d) securities issued pursuant to any merger, acquisition or strategic transaction or partnership approved by a majority of the directors
of the Company, provided that (i) such securities are issued as “restricted securities” (as defined in Rule 144) or are issued
pursuant to an effective registration statement pursuant to the Securities Act and (ii) any such issuance shall only be to a Person (or
to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business
synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds,
but any such Exempt Issuance shall not include a transaction in which the Company is issuing securities (i) primarily for the purpose
of raising capital, including an at-the-market offering, or (ii) to an entity whose primary business is investing in securities.

 “ Options ” means any rights,
warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

 “ Option Value ” means the value
of an Option based on the Black-Scholes Option Pricing model obtained from the “OV” function on Bloomberg determined as of
(A) the Trading Day prior to the public announcement of the issuance of the applicable Option, if the issuance of such Option is publicly
announced or (B) the Trading Day immediately following the issuance of the applicable Option if the issuance of such Option is not publicly
announced, for pricing purposes and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal
to the remaining term of the applicable Option as of the applicable date of determination, (ii) an expected volatility equal to the greater
of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of (A) the Trading Day immediately following the public
announcement of the applicable Option if the issuance of such Option is publicly announced or (B) the Trading Day immediately following
the issuance of the applicable Option if the issuance of such Option is not publicly announced, (iii) the underlying price per share used
in such calculation shall be the highest weighted average price of the Class A Common Stock during the period beginning on the Trading
Day prior to the execution of definitive documentation relating to the issuance of the applicable Option and ending on (A) the Trading
Day immediately following the public announcement of such issuance, if the issuance of such Option is publicly announced or (B) the Trading
Day immediately following the issuance of the applicable Option if the issuance of such Option is not publicly announced, (iv) a zero
cost of borrow and (v) a 360 day annualization factor, provided, however , in case any Option is issued in connection with the issue
or sale of other securities of the Company, together comprising one integrated transaction, in no event shall the Option Value exceed
a fraction of the aggregate consideration received (excluding the minimum aggregate amount of additional consideration (as set forth in
the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration)
payable to the Company upon the exercise of such Options, or in the case of Options for Convertible Securities, the exercise of such Options
for Convertible Securities and the conversion or exchange of such Convertible Securities) equal to (1) the number of shares of Class A
Common Stock underlying such Option divided by (2) the total number of shares of Class A Common Stock issued or issuable in the integrated
transaction (including the number of shares underlying such Option).

 19

 “ Person ” means an individual
or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock
company, government (or an agency or subdivision thereof) or other entity of any kind.

 “ Proceeding ” means an action,
claim, suit, investigation or proceeding, whether commenced or threatened.

 “ Purchase Agreements ” means
the several Securities Purchase Agreements, between the Company and certain original holders of common stock purchase warrants, with an
initial exercise price of $12.00 per share, issued on the Initial Exercise Date, as amended, modified or supplemented from time to time
in accordance with its terms.

 “ Registration Rights Agreement ”
means the Amended and Restated Registration Rights Agreement among the Company, the initial Holder of this Warrant and the other parties
thereto.

 “ Required Holders ” means the
holders of a majority in interest (based on remaining aggregate Warrant Shares) of the Related Warrants then outstanding, which majority
must include Inflection Point if Inflection Point then holds any Related Warrants.

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

 “ Trading Market ” means any
of the following markets or exchanges on which the Class A Common Stock is listed or quoted for trading on the date in question: the NYSE
American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any
successors to any of the foregoing).

 “ Transaction Documents ” means
this Warrant, the other common stock purchase warrants, with substantially the same terms as this Warrant, with an initial exercise price
of $12.00 per share, issued on the Initial Exercise Date and the Registration Rights Agreement, and all exhibits and schedules thereto.

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

 “ Underlying Shares ” means the
shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock or exercise of this Warrant and the other common
stock purchase warrants, with substantially the same terms as this Warrant, with an initial exercise price of $12.00 per share, issued
on the Initial Exercise Date.

 “ VWAP ” means, for any date,
the price determined by the first of the following clauses that applies: (a) if the Class A Common Stock is then listed or quoted on a
Trading Market, the arithmetic mean of the daily volume weighted average prices of the Class A Common Stock for each of the 20 Trading
Days preceding such date (or the nearest preceding date) on the Trading Market on which the Class A Common Stock is then listed or quoted
as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), with each such
Trading Day weighted equally regardless of the aggregate trading volume for such Trading Day, (b) if OTCQB or OTCQX is not a Trading Market,
the arithmetic mean of the daily volume weighted average prices of the Class A Common Stock for each of the 20 Trading Days preceding
such date (or the nearest preceding date) on OTCQB, OTCQX or OTCID as applicable, calculated in the same manner as clause (a), (c) if
the Class A Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Class A Common Stock are then
reported in The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the average of
the highest closing bid price and the lowest closing ask price of the Class A Common Stock for the 20 Trading Days preceding such date,
or (d) in all other cases, the fair market value of a share of Class A Common Stock as determined by an independent appraiser selected
in good faith by the Required Holders and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
For the avoidance of doubt, the daily volume weighted average price for each individual Trading Day shall be determined by Bloomberg in
accordance with its standard methodology, and the VWAP for the applicable period shall be calculated by summing such daily values and
dividing by the number of Trading Days in the measurement period (i.e., 20 Trading Days), such that each Trading Day’s price is
given equal weight irrespective of trading volume.

 20

 EXHIBIT A

 NOTICE OF EXERCISE

 To:

 Attn:

 Email:

 (1) The undersigned hereby elects
to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders
herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 (2) Payment shall take the form
of (check applicable box):

 ☐
in lawful money of the United States; or

 ☐
if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 2(c).

 (3) Please issue said Warrant
Shares in the name of the undersigned or in such other name as is specified below:

 The Warrant Shares shall be delivered to the following
DWAC Account Number:

 [(4) Accredited Investor .
The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.]

 [SIGNATURE OF HOLDER]

 Name of Investing Entity:___________________________________________________________________

 Signature of Authorized Signatory of Investing Entity:________________________________________________

 Name of Authorized Signatory:_________________________________________________________________

 Title of Authorized Signatory:___________________________________________________________________

 Date:__________________________________________________________________________________________

 21

 EXHIBIT B

 ASSIGNMENT FORM

 (To assign the foregoing
Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

 FOR VALUE RECEIVED, the foregoing
Warrant and all rights evidenced thereby are hereby assigned to

 Name:

 (Please Print)

 Address:

 (Please Print)

 Phone Number:

 Email Address:

 Dated: _______________ __, ______

 Holder’s Signature:

 Holder’s

Address:

 22

EX-10.1 · SPONSOR SUPPORT AGREEMENT, DATED JUNE 8, 2026, BY AND AMONG INFLECTION POINT ACQ

EX-10.1
 5
 ea029394001ex10-1.htm
 SPONSOR SUPPORT AGREEMENT, DATED JUNE 8, 2026, BY AND AMONG INFLECTION POINT ACQUISITION CORP. VI, IPFX PUBCO AND INFLECTION POINT HOLDINGS VI LLC

 Exhibit 10.1

 SPONSOR SUPPORT AGREEMENT

 This Sponsor Support Agreement
(this “ Agreement ”) is dated as of June 8, 2026, by and among Inflection Point Holdings VI LLC, a Delaware limited liability
company (the “ Sponsor ”), Inflection Point Acquisition Corp. VI, a Cayman Islands exempted company limited by shares
(the “ Purchaser ”), and Quantum Space, LLC, a Delaware limited liability company (the “ Company ”).
Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement
(as defined below).

 WHEREAS, as of the date hereof,
the Sponsor is the holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of
(i) 8,433,333 Purchaser Class B Ordinary Shares and (ii) 5,000,000 Cayman Purchaser Warrants (collectively, the “ Subject Securities ”);

 WHEREAS, contemporaneously with
the execution and delivery of this Agreement, the Purchaser , the Company and the other parties thereto have entered into the Business
Combination Agreement (as it may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms,
the “ Business Combination Agreement ”), dated as of the date hereof, pursuant to which, among other transactions, the
Purchaser and the Company intend to consummate a business combination; and

 WHEREAS, as an inducement to
the Purchaser and the Company to enter into the Business Combination Agreement and to consummate the Transactions, the parties hereto
desire to agree to certain matters as set forth herein.

 NOW, THEREFORE, in consideration
of the foregoing and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, each intending to be legally bound hereby, hereby agree as follows:

 ARTICLE
I

SPONSOR SUPPORT AGREEMENT; COVENANTS

 Section 1.1
 Binding Effect of Business Combination Agreement . The Sponsor hereby acknowledges that it has read the Business Combination
Agreement and this Agreement and has had the opportunity to consult with its tax and legal advisors. The Sponsor shall be bound by, be
subject to and comply with Sections 7.06 ( No Solicitation ), 7.15 ( Public Announcements ) and 7.16 ( Confidential Information )
of the Business Combination Agreement (and any relevant definitions contained in any such Sections) as if it were an original signatory
to the Business Combination Agreement with respect to such provisions.

 Section 1.2
 No Transfer .

 (a) Unless otherwise
deemed a Permitted Transfer (as defined below), during the period commencing on the date hereof and ending on the earliest of (a)
the Closing, (b) such date and time as the Business Combination Agreement shall be terminated in accordance with Section 9.01
( Termination ) thereof (the earlier of (a) and (b), the “ Expiration Time ”) and (c) the liquidation of the
Purchaser, the Sponsor shall not, without the prior written consent of the Company, (i) sell, offer to sell, contract or agree to
sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file
(or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Registration Statement) or
establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16
of the Exchange Act, with respect to any Subject Securities owned by the Sponsor, (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities owned by the
Sponsor or (iii) take any action in furtherance of any of the matters described in the foregoing clause (i) or (ii) (each, a
“ Transfer ”).

 (b)
 “ Permitted Transfer ” means any Transfer of Subject Securities (i) to (A) any officer or director of the Purchaser,
the Company or the Sponsor, (B) any Affiliates or family members of the officers or directors of the Purchaser, the Company or the Sponsor,
or (C) any direct or indirect partners, members or equity holders of the Sponsor or any related investment funds or vehicles controlled
or managed by such Persons or their respective Affiliates (including, for the avoidance of doubt, where such Person is a partnership,
to its general partner or a successor partnership or fund, or any other funds managed by such partnership); (ii) to a nominee or custodian
of a Person to whom a Transfer would be permitted under clause (i); (iii) in connection with any legal, regulatory or other order; (iv)
to a third party in connection with any non-redemption, backstop arrangement or other similar arrangement, (v) as otherwise mutually agreed
upon between the Sponsor, the Purchaser and the Company, or (vi) to the Purchaser or the Company; provided, however , that in the
case of clauses (i) through (v), as a precondition to such Transfer, such transferee must enter into a written agreement with the Company
and the Purchaser agreeing to assume all of the obligations under this Agreement with respect to such Subject Securities and to be bound
by the transfer restrictions set forth in this Agreement (to the extent applicable); provided, further, that, no Transfer permitted under
this Section 1.2 shall relieve the Sponsor of its obligations under this Agreement.

 Section 1.3
 New Shares . In the event that (a) any Purchaser Ordinary Shares, Cayman Purchaser Warrants or other equity securities of
the Purchaser are issued to the Sponsor after the date of this Agreement pursuant to any stock dividend, stock split, recapitalization,
reclassification, combination or exchange of, on or affecting the Purchaser Ordinary Shares or the Cayman Purchaser Warrants owned by
the Sponsor or otherwise, (b) the Sponsor purchases or otherwise acquires beneficial ownership of any Purchaser Ordinary Shares, Cayman
Purchaser Warrants or other equity securities of the Purchaser after the date of this Agreement, or (c) the Sponsor acquires the right
to vote or share in the voting of any Purchaser Ordinary Shares Cayman Purchaser Warrants or other equity securities of the Purchaser
after the date of this Agreement (such Purchaser Ordinary Shares, Cayman Purchaser Warrants or other equity securities of the Purchaser,
collectively, the “ New Securities ”), then such New Securities acquired or purchased by the Sponsor shall be subject
to the terms of this Agreement to the same extent as if they constituted the Subject Securities owned by the Sponsor as of the date hereof.

 Section 1.4
 Closing Date Deliverables . On the Closing Date, the Sponsor shall deliver to the Purchaser and the Company a duly executed
copy of the A&R Registration Rights Agreement and the Sponsor Lock-Up Agreement.

 2

 Section 1.5
 Agreements .

 (a)
 At any meeting of the Purchaser Shareholders, however called, or at any adjournment thereof, or in any other circumstance in which
the vote, consent or other approval of the Purchaser Shareholders is sought, the Sponsor agrees that it shall (i) appear at each such
meeting or otherwise cause all of its Subject Securities, which are entitled to vote, to be counted as present thereat for purposes of
calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be
executed and delivered) covering, all of its Subject Securities, which are entitled to vote:

 (i)
 in favor of each Transaction Proposal;

 (ii)
 against any Alternative Transaction or any proposal relating to an Alternative Transaction (in each case, other than the Transaction
Proposals);

 (iii)
 against any merger agreement or merger (other than the Business Combination Agreement and the Transactions), consolidation, combination,
sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Purchaser;

 (iv)
 against any change in the business, management or board of directors of the Purchaser (other than in connection with the Transaction
Proposals or pursuant to the Business Combination Agreement or the Ancillary Documents); and

 (v)
 against any proposal, action or agreement that would (A) impede, interfere, frustrate, prevent or nullify any provision of this
Agreement, the Business Combination Agreement or the Transactions, (B) result in a breach in any respect of any covenant, representation,
warranty or any other obligation or agreement of the Purchaser under the Business Combination Agreement, (C) result in any of the conditions
set forth in Article VIII ( Closing Conditions ) of the Business Combination Agreement not being fulfilled, (D) result in a breach
of any covenant, representation or warranty or other obligation or agreement of the Sponsor contained in this Agreement or (E) change
in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, the Purchaser.

 The Sponsor hereby agrees
that it shall not commit or agree to take any action inconsistent with the foregoing.

 (b)
 The Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, the Insider Letter
(as defined below), including the obligations pursuant to Section 1 therein to not redeem any Purchaser Ordinary Shares in connection
with the Transactions.

 3

 Section 1.6 No Challenges .
The Sponsor agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of
any class in any class action with respect to, any claim, derivative or otherwise, against Purchaser, the Company or any of their respective
successors or directors (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (b)
alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into this Agreement, the
Business Combination Agreement or the Transactions. Notwithstanding anything herein to the contrary, nothing in this Agreement shall
limit or restrict the ability of the Sponsor to enforce its rights under this Agreement or any other Ancillary Document to which such
Person is a party or seek any other remedies with respect to any breach of this Agreement or such other Ancillary Document by any other
party hereto or thereto, including by commencing any action in connection therewith.

 Section 1.7 Further Assurances .
The Sponsor shall take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary under applicable
Laws to consummate the transactions contemplated hereby on the terms and subject to the conditions set forth herein and the Transactions
on the terms and subject to the conditions set forth in the Business Combination Agreement.

 Section 1.8 No Inconsistent
Agreement . The Sponsor hereby represents and covenants that it has not entered into, and shall not enter into, any agreement that
would restrict, limit or interfere with the performance of its obligations hereunder.

 Section 1.9 Insider
Letter . Neither the Sponsor nor the Purchaser shall amend, terminate or otherwise modify that certain letter agreement, dated as
of March 26, 2026, by and among the Purchaser, the Sponsor and certain of the Purchaser’s current and former officers and
directors (the “ Insider Letter ”) without the Company’s prior written consent.

 Section 1.10 Waiver of
Anti-Dilution Provision . The Sponsor hereby (but subject to the consummation of the Transactions) waives (for itself, for its
successors, heirs and assigns), to the fullest extent permitted by law and the amended and restated memorandum and articles of
association of the Purchaser (as may be amended from time to time, the “ Articles ”), any and all anti-dilution
rights with respect to the rate that the Purchaser Class B Ordinary Shares held by the Sponsor convert into Purchaser Class A
Ordinary Shares in connection with the transactions contemplated by the Business Combination Agreement. The waiver specified in this Section
1.10 shall be applicable only in connection with the Transactions and the transactions contemplated by this Agreement (and any
Purchaser Class A Ordinary Shares, shares of Domesticated Purchaser Class A Common Stock, shares of Pubco Class A-1 Common Stock or
equity-linked securities issued in connection with the Transactions and the transactions contemplated by this Agreement) and shall
be void and of no force and effect if the Business Combination Agreement shall be terminated for any reason.

 4

 ARTICLE
II

REPRESENTATIONS AND WARRANTIES

 Section 2.1
 Representations and Warranties of the Sponsor .

 (a) Ownership . The
Sponsor represents and warrants as of the date hereof to the Purchaser and the Company that the Sponsor is the record and beneficial
owner (as defined in Rule 13d-3 of the Exchange Act) of, and has good title to, all of the Subject Securities, and there exist no Liens
or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Subject Securities
(other than transfer restrictions under the Securities Act)) affecting any such Subject Securities, other than Liens pursuant to (i)
this Agreement, (ii) the Purchaser’s Organizational Documents, (iii) the Business Combination Agreement, (iv) the Insider Letter,
(v) the Sponsor’s Organizational Documents, (vi) agreements between the Sponsor and its members or partners or (vii) any applicable
securities Laws. The Subject Securities are the only equity securities in the Purchaser owned of record or beneficially by the Sponsor
on the date of this Agreement, and none of the Subject Securities will be subject to any proxy, voting trust or other agreement or arrangement
with respect to the voting of such Subject Securities, except as provided hereunder and under the Insider Letter. Other than the Cayman
Purchaser Warrants held by the Sponsor, the Sponsor does not hold or own any rights to acquire (directly or indirectly) any equity securities
of the Purchaser or any equity securities convertible into, or which can be exchanged for, equity securities of the Purchaser.

 (b) Organization; Due
Authorization . The Sponsor is duly organized, validly existing and in good standing as a limited liability company under the
Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance
of this Agreement and the consummation of the transactions contemplated hereby are within the Sponsor’s powers and have been
duly authorized by all necessary limited liability company actions on the part of the Sponsor. This Agreement has been duly executed
and delivered by the Sponsor and, assuming due authorization, execution and delivery by the other parties to this Agreement, this
Agreement constitutes a legally valid and binding obligation of the Sponsor, enforceable against the Sponsor in accordance with the
terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and
general principles of equity affecting the availability of specific performance and other equitable remedies).

 (c) No Conflicts .
The execution and delivery of this Agreement by the Sponsor does not, and the performance by the Sponsor of its obligations
hereunder will not, (i) conflict with or result in a violation of the organizational documents of the Sponsor or (ii) require any
consent or approval that has not been given or other action that has not been taken by any Person (including under any Contract
binding upon the Sponsor or the Subject Securities held or to be held by the Sponsor), in each case, to the extent such consent,
approval or other action would prevent, enjoin or materially delay the performance by the Sponsor of its obligations under this
Agreement.

 (d) Litigation .
There are no Legal Proceedings pending against the Sponsor, or to the knowledge of the Sponsor threatened in writing against the
Sponsor, before (or, in the case of threatened Legal Proceedings, that would be before) any arbitrator or any Governmental
Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by the Sponsor of its
obligations under this Agreement.

 (e) Brokerage
Fees . Except as described on Section 6.15 ( Broker’s Fees ) of the Purchaser Disclosure Letter, no broker, finder,
investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the
Transactions based upon arrangements made by the Sponsor, for which the Purchaser or any of its Affiliates may become liable.

 5

 (f) Acknowledgment .
The Sponsor understands and acknowledges that each of the Purchaser and the Company is entering into the Business Combination Agreement
in reliance upon the Sponsor’s execution and delivery of this Agreement.

 ARTICLE
III

MISCELLANEOUS

 Section 3.1
 Termination . This Agreement and all of its provisions shall terminate and be of no further force or effect upon the earliest
of (a) the Expiration Time, (b) the liquidation of the Purchaser and (c) the written agreement of the Sponsor, the Purchaser, and the
Company. Upon such termination of this Agreement, all obligations of the parties under this Agreement will terminate, without any liability
or other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no party
hereto shall have any claim against another (and no person shall have any rights against such party), whether under contract, tort or
otherwise, with respect to the subject matter hereof; provided, however, that the termination of this Agreement shall not relieve any
party hereto from liability arising in respect of any breach of this Agreement prior to such termination. This ARTICLE III shall
survive the termination of this Agreement.

 Section 3.2
 Assignment . This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties
hereto and their respective heirs, successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations
hereunder will be assigned (including by operation of law) without the prior written consent of the parties hereto.

 Section 3.3
 Specific Performance . The parties hereto agree that irreparable damage may occur in the event that any of the provisions
of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that
the parties hereto shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in the chancery court or any other state or federal court within the State of Delaware, this
being in addition to any other remedy to which such party is entitled at law or in equity. In the event that any Action shall be brought
in equity to enforce the provisions of this Agreement, no party shall allege, and each party hereby waives the defense, that there is
an adequate remedy at law, and each party agrees to waive any requirement for the securing or posting of any bond in connection therewith.

 Section 3.4
 Amendment . This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except
upon the execution and delivery of a written agreement executed by the Purchaser, the Company and the Sponsor.

 Section 3.5
 Miscellaneous . Sections 10.02 ( Notices ), 10.06 ( Governing Law ), 10.07 ( Jurisdiction ), 10.08 ( Waiver
of Jury Trial ), 10.10 ( Severability ), 10.12 ( Entire Agreement ), 10.13 ( Interpretation ), 10.14 ( Counterparts )
and 10.16 ( Waiver of Claims Against Trust ) of the Business Combination Agreement are each hereby incorporated into this Agreement
(including any relevant definitions contained in any such Sections), mutatis mutandis .

 [THE REMAINDER OF THIS PAGE IS INTENTIONALLY
BLANK]

 6

 IN WITNESS WHEREOF, the Sponsor,
the Purchaser and the Company have each caused this Agreement to be duly executed as of the date first written above.

 SPONSOR:

 INFLECTION
 POINT HOLDINGS VI LLC

 By: /s/
 Kevin Shannon

 Name:
 Kevin
 Shannon

 Title:
 Chief Executive Officer

 [Signature Page to Sponsor Support Agreement]

 IN WITNESS WHEREOF, the Sponsor,
the Purchaser and the Company have each caused this Agreement to be duly executed as of the date first written above.

 PURCHASER:

 INFLECTION POINT
 Acquisition Corp. VI

 By:
 /s/
 Kevin Shannon

 Name:
 Kevin Shannon

 Title:
 Chief Executive Officer

 [Signature Page to Sponsor
Support Agreement]

 IN WITNESS WHEREOF, the Sponsor,
the Purchaser and the Company have each caused this Agreement to be duly executed as of the date first written above.

 COMPANY:

 Quantum space,
 llc

 By:
 /s/
 James Bridenstine

 Name:
 James Bridenstine

 Title:
 Chief Executive Officer

 [Signature Page to Sponsor Support Agreement]