Figure Technology Solutions, Inc.

EX-2.1 · ex2-1.htm

EX-2.1
 2
 ex2-1.htm
 EX-2.1

 Exhibit 2.1

 Execution
Version

 AGREEMENT
AND PLAN OF MERGER

 BY
AND AMONG

 FIGURE
TECHNOLOGY SOLUTIONS, INC.,

 PROJECT
MASON MERGER SUB, INC.

 KIAVI,
INC.

 and

 FORTIS
ADVISORS LLC,

 AS
SECURITYHOLDER REPRESENTATIVE

 Dated
as of June 10, 2026

 TABLE
OF CONTENTS

 Page

 ARTICLE
 I THE MERGER
 2

 1.1
 The Merger
 2

 1.2
 Effect of the Merger
 2

 1.3
 Certificate of Incorporation; Bylaws
 2

 1.4
 Directors and Officers
 3

 1.5
 Effect on Capital Stock
 3

 1.6
 Sanctioned Shares
 5

 1.7
 Dissenting Shares
 5

 1.8
 Treatment of Company Options and Company RSUs
 6

 1.9
 Treatment of Company Warrants
 8

 1.10
 Surrender of Stock Certificates; Payment of Closing Consideration
 8

 1.11
 Withholding
 9

 1.12
 Closing Payments
 10

 1.13
 Payment Spreadsheet
 11

 1.14
 Closing Consideration Adjustment
 13

 1.15
 Taking of Further Action
 17

 ARTICLE
 II CLOSING AND CONDITIONS TO CLOSING
 17

 2.1
 Closing
 17

 2.2
 Closing Deliverables.
 18

 2.3
 Closing Conditions.
 19

 ARTICLE
 III REPRESENTATIONS AND WARRANTIES OF THE COMPANY
 22

 3.1
 Organization, Standing and Power
 2 2

 3.2
 Subsidiaries
 2 2

 3.3
 Authority
 23

 3.4
 Non-Contravention
 23

 3.5
 Necessary Consents
 24

 3.6
 Capitalization
 2 4

 3.7
 Financial Statements; Accounting Controls
 26

 3.8
 Absence of Undisclosed Liabilities; Indebtedness
 2 6

 3.9
 Absence of Certain Changes
 27

 3.10
 Intellectual Property
 27

 3.11
 Privacy and Information Security
 29

 3.12
 Material Contracts
 30

 3.13
 Suppliers
 32

 3.14
 Real Estate
 33

 3.15
 Environmental Matters
 33

 3.16
 Taxes
 34

 3.17
 Employee Benefits; Employment; Labor
 36

 3.18
 Insurance
 39

 - i -

 3.19
 Litigation; Governmental Proceedings
 40

 3.20
 Compliance with Laws; Permits
 40

 3.21
 Brokers’ and Finders’ Fee
 42

 3.22
 Minute Books
 42

 3.23
 Interested Party Transactions
 43

 3.24
 Title to Properties; Sufficiency of Assets
 43

 3.25
 Mortgage Loans; Risk Management Instruments.
 43

 3.26
 No Other Representations and Warranties
 44

 ARTICLE
 IV REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB
 45

 4.1
 Organization, Standing and Power
 45

 4.2
 Authority
 45

 4.3
 Non-Contravention
 45

 4.4
 Necessary Consents
 45

 4.5
 Litigation
 46

 4.6
 Merger Sub
 46

 4.7
 Adequacy of Funds
 46

 4.8
 Brokers’ and Finders’ Fee
 46

 4.9
 Non-Foreign Buyer
 46

 4.10
 Data Security Program
 46

 4.11
 Sanctions
 46

 ARTICLE
 V CONDUCT PRIOR TO THE EFFECTIVE TIME
 47

 5.1
 Conduct of Business of the Company
 47

 5.2
 Consent Request Procedures
 50

 5.3
 Pre-Closing Restructuring
 50

 ARTICLE VI ADDITIONAL AGREEMENTS
 51

 6.1
 Company Non-Solicitation
 51

 6.2
 Stockholder Approval
 52

 6.3
 Stockholder Vote Concerning Code Section 280G
 53

 6.4
 Third Party Consents
 53

 6.5
 Payoff Letters
 54

 6.6
 Confidentiality; Access
 54

 6.7
 Public Disclosure
 54

 6.8
 Reasonable Best Efforts
 55

 6.9
 Regulatory Approval
 55

 6.10
 Employee Matters
 57

 6.11
 Tax Matters
 57

 6.12
 Indemnification of Directors and Officers of the Company
 59

 6.13
 Representations and Warranties Insurance
 59

 6.14
 Merger Sub Compliance
 59

 6.15
 Buyer Vote at Merger Sub
 59

 6.16
 Debt Financing
 60

 - ii -

 ARTICLE
 VII TERMINATION
 65

 7.1
 Termination
 65

 7.2
 Effect of Termination
 66

 7.3
 Termination Pending Relief
 67

 7.4
 Damages Limitation
 67

 7.5
 Termination Fee
 67

 ARTICLE
 VIII SURVIVAL; NON-RECOURSE; RELEASE; SECURITYHOLDER REPRESENTATIVE
 68

 8.1
 Survival; Non-Recourse; Release
 68

 8.2
 Independent Investigation
 7 0

 8.3
 No Other Representations and Warranties
 70

 8.4
 Securityholder Representative
 71

 ARTICLE
 IX GENERAL PROVISIONS
 73

 9.1
 Notices
 73

 9.2
 Certain Interpretations; Definitions; Disclosure Schedules
 75

 9.3
 Amendment
 76

 9.4
 Extension and Waiver
 76

 9.5
 Assignment
 76

 9.6
 Severability
 76

 9.7
 Specific Performance and Other Remedies
 77

 9.8
 Governing Law; Exclusive Jurisdiction; Waiver of Jury Trial
 78

 9.9
 Entire Agreement
 79

 9.10
 Counterparts
 80

 9.11
 Fees and Expenses
 80

 9.12
 Waiver of Conflicts; Privilege
 80

 - iii -

 Table
of Annexes, Exhibits and Schedules

 Annexes

 Annex A
 Defined Terms

 Exhibits

 Exhibit A
 Form of Certificate of
 Merger

 Exhibit B
 Form of Restated Certificate
 of Incorporation

 Exhibit C
 Form of Restated Bylaws

 Exhibit D
 Example Pre-Closing Statement

 Exhibit E
 Form of Letter of Transmittal

 Exhibit F
 Restrictive Covenants Agreement

 Schedules

 Schedule
 1.6
 Sanctioned Shares

 Schedule
 3.5
 Governmental Consents and
 Notices

 Schedule
 5.3(a)
 Pre-Closing Restructuring

 Schedule
 6.5
 Payoff Letters

 Schedule
 6.19
 Required Terminated Affiliate
 Agreements

 Schedule
 6.20
 Required Terminated Other
 Agreements

 - iv -

 AGREEMENT
AND PLAN OF MERGER

 This
Agreement and Plan of Merger (this “ Agreement ”) is made and entered into as of June 10, 2026 (the “ Agreement
Date ”), by and among Figure Technology Solutions, Inc., a Nevada corporation (“ Buyer ”), Project Mason Merger
Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Buyer (“ Merger Sub ”), Kiavi, Inc., a Delaware corporation
(the “ Company ”), and Fortis Advisors LLC, a Delaware limited liability company, in its capacity as the lawful and
exclusive representative, agent, proxy, and attorney-in-fact (with full power of substitution) for and on behalf of the Securityholders
hereunder (the “ Securityholder Representative ”) (collectively, the “ Parties ”, and each, a “ Party ”).
All capitalized terms that are used but not defined herein have the respective meanings ascribed to such terms in Annex A .

 Background

 A. Upon
 the terms and subject to the conditions of this Agreement and in accordance with the General
 Corporation Law of the State of Delaware (“ Delaware Law ”), Merger Sub
 will merge with and into the Company (the “ Merger ”), whereupon the separate
 corporate existence of Merger Sub will cease and the Company will continue as the surviving
 corporation of the Merger and a Subsidiary of Buyer.

 B. The
 board of directors of the Company has, by resolutions duly adopted: (i) declared that the
 Merger and the other transactions contemplated by this Agreement are advisable and in the
 best interests of the Company and its stockholders; (ii) approved this Agreement in accordance
 with the provisions of Delaware Law; (iii) directed that this Agreement and the Merger be
 submitted to the Company’s stockholders for their adoption and approval by written
 consent; and (iv) resolved to recommend that the Company’s stockholders adopt this
 Agreement and approve the Merger.

 C. The
 respective boards of directors of Buyer and Merger Sub have, by resolutions duly adopted,
 declared that the Merger and the other transactions contemplated by this Agreement are advisable
 and approved this Agreement in accordance with the provisions of Delaware Law.

 D. Concurrently
 with the execution of this Agreement and as a condition to Buyer’s willingness to enter
 into this Agreement, Bridge Opportunities Loan Trust JV, a Delaware limited liability company
 (the “ JV ”) organized by Buyer and the Securityholder Representative, or
 their respective affiliates, is entering into a purchase agreement with the Company pursuant
 to which the JV will purchase the assets and liabilities specified therein by way of the
 stock purchase specified therein, on the terms and subject to the conditions therein (as
 the same may be amended, restated or otherwise modified from time to time in accordance with
 its terms, the “ Equity Purchase Agreement ”).

 E. Concurrently
 with the execution of this Agreement, and as a condition and inducement to the Buyer’s
 willingness to enter into this Agreement, each of Arvind Mohan, Charles Goodwin and Jonathan
 Muller is entering into a Restrictive Covenants Agreement in favor of Buyer attached hereto
 as Exhibit F .

 F. Promptly
 following the execution and delivery of this Agreement, the Company shall seek to obtain
 an action by written consent executed by stockholders of the Company constituting the Required
 Stockholder Vote adopting and approving this Agreement and the Merger in accordance with
 Delaware Law and the Company Organizational Documents (the “ Requisite Stockholder
 Consent ”).

 Agreement

 NOW,
THEREFORE, in consideration of the covenants, representations and warranties set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

 - v -

 Article
I
 THE MERGER

 1.1
 The Merger . At the Effective Time, on the terms and subject to the conditions set forth in this Agreement, the Certificate of
Merger and the applicable provisions of Delaware Law, Merger Sub will merge with and into the Company, whereupon the separate corporate
existence of Merger Sub will cease and the Company will continue as the surviving corporation of the Merger and a Subsidiary of Buyer.
Buyer and the Company shall cause the Merger to be consummated and become effective under Delaware Law by the Company filing a Certificate
of Merger, substantially in the form attached hereto as Exhibit A , with the Secretary of State of the State of Delaware in accordance
with the relevant provisions of Delaware Law (the “ Certificate of Merger ”). The Merger will become effective upon
the time of acceptance by the Secretary of State of the State of Delaware of such filing or such later time as may be agreed to by Buyer
and the Company in writing and set forth in the Certificate of Merger. The date and time when the Merger becomes effective is referred
to herein as the “ Effective Time ”. The Company, as the surviving corporation of the Merger, is sometimes referred
to herein as the “ Surviving Corporation ” at and following the Effective Time.

 1.2
 Effect of the Merger . At the Effective Time, the effects of the Merger will be as provided in this Agreement and the applicable
provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all of the property,
rights, privileges, powers and franchises of the Company and Merger Sub will vest in the Surviving Corporation, and all debts, liabilities
and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

 1.3
 Certificate of Incorporation; Bylaws . Unless otherwise agreed to by Buyer and the Company prior to the Closing, at the Effective
Time:

 (a)
The certificate of incorporation of the Company will be amended and restated as of the Effective Time to be in the form attached hereto
as Exhibit B (the “ Restated Certificate of Incorporation ”), until thereafter amended in accordance with Delaware
Law and as provided in the Restated Certificate of Incorporation and the Surviving Corporation’s bylaws.

 (b)
The bylaws of the Company will be amended and restated as of the Effective Time to be in the form attached hereto as Exhibit
C (the “ Restated Bylaws ”), until thereafter amended in accordance with Delaware Law and as provided in the
Surviving Corporation’s certificate of incorporation and the Restated Bylaws.

 - 2 -

 1.4
 Directors and Officers . Unless otherwise agreed to by Buyer and the Company prior to the Closing, at the Effective Time:

 (a)
The directors of Merger Sub as of immediately prior to the Effective Time will be the directors of the Surviving Corporation immediately
after the Effective Time, each to hold the office of a director of the Surviving Corporation in accordance with the provisions of Delaware
Law and the certificate of incorporation and bylaws of the Surviving Corporation until his or her removal or resignation, or his or her
successor is duly elected and qualified.

 (b)
The officers of Merger Sub as of immediately prior to the Effective Time will be the officers of the Surviving Corporation immediately
after the Effective Time, each to hold office in accordance with the provisions of the bylaws of the Surviving Corporation.

 1.5
 Effect on Capital Stock . By virtue of the Merger and without any action on the part of any other Person, at the Effective Time,
the following will occur with respect to the capital stock of the Company and Merger Sub:

 (a)
 Company Capital Stock . Each share of Company Capital Stock outstanding immediately prior to the Effective Time (other than any
share that is a Dissenting Share (which is addressed in Section 1.7) , a Cancelled Share (which is addressed in Section 1.5(c)
or a Sanctioned Share (which is addressed in Section 1.6 ) or a share of Non-Converting Preferred Stock (which is addressed in
 Section 1.5(b) ) will be cancelled and extinguished and converted automatically into the right to receive, upon the terms of this
Agreement, including Section 1.10(e) , (i) an amount in cash equal to the Per Share Net Amount plus (ii) the contingent
right to receive (A) the Per Share Expense Fund Release Amount, if any, (B) the Per Share Adjustment Surplus, if any and (C) the Per
Share Adjustment Escrow Release Amount, if any plus (iii) the contingent right to receive (A) the EPA Per Share Adjustment Escrow
Release Amount, if any and (B) the EPA Per Share Adjustment Surplus, if any.

 (b)
 Non-Converting Preferred Stock .

 (i)
Each share of Company Preferred Stock that is a share of Non-Converting Preferred Stock (other than any share that is a Dissenting Share
(which is addressed in Section 1.7) , a Cancelled Share (which is addressed in Section 1.5(c) ), a Sanctioned Share (which
is addressed in Section 1.6) ) will be cancelled and extinguished and converted automatically into the right to receive, upon the
terms of this Agreement, an amount in cash equal to the Liquidation Preference of such share of Non-Converting Preferred Stock.

 - 3 -

 (ii)
Notwithstanding the foregoing or anything else to the contrary in this Agreement, if, after the Effective Time, the payment of any
of the Post-Closing Payments results in the Per Share Net Price plus the aggregate of the Post-Closing Payments paid as of
such date (inclusive of the Post-Closing Payment being made) totaling to an amount greater than the Liquidation Preference of a
particular series of Non-Converting Preferred Stock, then, as part of such Post-Closing Payment (and any subsequent Post-Closing
Payment): (x) such series of Non-Converting Preferred Stock shall become entitled to receive such Post-Closing Payment and (y)
appropriate adjustments shall be made to the Post-Closing Payment that all other Contributing Securityholders would have been
entitled to but for the provisions of this Section 1.5(b)(ii) , to ensure that such series of Non-Converting Preferred
Stock receives an appropriately larger proportion of the applicable Post-Closing Payment such that, after giving effect to such
Post-Closing Payment, each share of such series of Non-Converting Preferred Stock receives, in the aggregate and taking into account
all amounts paid or payable at the Closing in accordance with Section 1.5(b)(i) , the same consideration it would have
received if it was instead a share of Company Common Stock at Closing (it being understood and agreed that to the extent any
Post-Closing Payments are insufficient, neither Buyer nor any of its Affiliates shall have any obligations to deliver additional
funds or have any liability to any Person in respect of such shortfall). In the event the provisions of this Section
1.5(b)(ii) become applicable, the Securityholder Representative shall prepare and deliver or cause to be prepared and delivered
to Buyer an updated version of the Payment Spreadsheet setting forth the updated allocation of such Post-Closing Payment in
accordance with this Section 1.5(b)(ii) and such updated Payment Spreadsheet shall be the Payment Spreadsheet for all
purposes under this Agreement (including Buyer’s and its Affiliate’s right to conclusively rely on such Payment
Spreadsheet pursuant to Section 1.13 ).

 (iii)
For purposes of this Section 1.5(b) , the following capitalized terms have the following meanings:

 (A)
“ Aggregate Liquidation Preference ” means an amount equal to the sum of all of the results obtained by multiplying
 (a) the aggregate number of shares of each series of Company Preferred Stock that constitute Non-Converting Preferred Stock by
 (b) the corresponding Liquidation Preference of each such series of Non-Converting Preferred Stock.

 (B)
“ Liquidation Preference ” means with respect to each series of Company Preferred Stock the sum of (1) the Original
Issue Price (as defined in the Company’s Amended and Restated Certificate of Incorporation) of such series of Company Preferred
Stock plus (2) the total per share amount of any declared but unpaid dividends on such series of Company Preferred Stock.

 (C)
“ Non-Converting Preferred Stock ” means each series of Company Preferred Stock with a Liquidation Preference in excess
of the Per Share Net Amount.

 (D)
“ Post-Closing Payments ” means each of (i) the EPA Per Share Adjustment Escrow Release Amount, (ii) the EPA Per Share
Adjustment Surplus, (iii) the Per Share Expense Fund Release Amount and (iv) the Per Share Adjustment Surplus.

 (c)
 Cancelled Shares . Notwithstanding anything to the contrary set forth herein, each share of Company Capital Stock held by the Company
(including any shares of Company Capital Stock held by the Company as treasury shares) or Buyer or any direct or indirect wholly owned
Subsidiary of the Company or Buyer immediately prior to the Effective Time (each such share, a “ Cancelled Share ”)
will be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor.

 - 4 -

 (d)
 Capital Stock of Merger Sub . Each share of the common stock, $.0001 par value per share, of Merger Sub outstanding immediately
prior to the Effective Time will be converted into one (1) share of common stock of the Surviving Corporation.

 (e)
 Tax Treatment . The Parties shall treat any payment made pursuant to Section 1.5(a) , to the maximum extent permitted under
applicable Law, as consideration paid in respect of Company Capital Stock for U.S. federal income tax purposes.

 1.6
 Sanctioned Shares . Notwithstanding anything to the contrary set forth herein, if the condition to closing set forth in Section
2.3(b)(v) is waived by Buyer, each share of Company Capital Stock held by a Person listed on Schedule 1.6 (each such share,
a “ Sanctioned Share ”) will not be cancelled and extinguished or converted at the Effective Time and will remain outstanding
as of immediately following the Effective Time. Such Sanctioned Shares will convert automatically by virtue of the Merger and without
any action on the part of any other Person into the right to receive, upon the terms of this Agreement, an amount in cash equal to the
Per Share Gross Amount only upon the earlier of (a) receipt by the Company of a license from the Office of Foreign Assets Control that
permits the conversion of the Sanctioned Shares contemplated by this Section 1.6 and (b) such time as the conversion of the Sanctioned
Shares contemplated by this Section 1.6 is otherwise permitted by applicable Law (the occurrence of the earlier of clause (a)
and (b) , the “ Sanctioned Shares Conversion Time ”). Until the occurrence of the Sanctioned Shares Conversion
Time, an amount equal to Per Share Gross Amount that such Person listed on Schedule 1.6 shall be entitled to receive at the Sanctioned
Shares Conversion Time shall be held in a segregated account. If prior to the Closing the condition to closing set forth in Section
2.3(b)(v) has been satisfied all Sanctioned Shares will be cancelled and converted automatically in accordance with the OFAC License
and automatically by virtue of the Merger and without any action on the part of any other Person into the right to receive, upon the
terms of this Agreement, an amount in cash equal to the Per Share Gross Amount. Unless otherwise directed by OFAC, the Company shall
open a separate bank account for the purposes specified in this Section 1.6 .

 1.7
 Dissenting Shares .

 (a)
Notwithstanding anything in this Agreement to the contrary, any share of Company Capital Stock that is issued and outstanding immediately
prior to the Effective Time and which is held (beneficially or of record) by a Stockholder who has properly exercised and perfected his,
her or its appraisal rights under Delaware Law (such share being a “ Dissenting Share ”, and such Stockholder being
a “ Dissenting Stockholder ”), will, at the Effective Time, no longer be outstanding and will automatically be cancelled
and will cease to exist, and each holder (or beneficial owner) of Dissenting Shares will cease to have any rights with respect thereto,
except the right to receive the fair value of such shares in accordance with the provisions of Delaware Law; provided , however,
that if any Dissenting Stockholder effectively withdraws or loses (through failure to perfect or otherwise) such holder’s (or beneficial
owner’s) appraisal rights under Delaware Law, or a court of competent jurisdiction determines that such holder (or beneficial owner)
is not entitled to relief provided under Delaware Law, then, as of the later of the Effective Time and the occurrence of such event,
such holder’s (or beneficial owner’s) shares of Company Capital Stock will automatically be converted into and represent
only the right to receive the consideration for Company Capital Stock set forth in Section 1.5(a) , without interest, and
at such times and subject to such conditions as are set forth in Section 1.5(a) and pursuant to the exchange procedures set
forth in Section 1.10 .

 - 5 -

 (b)
The Company shall give Buyer (i) prompt (and, in any event, within one (1) Business Day) notice of any demand for appraisal, attempted
withdrawals of such demands and any other instruments received by the Company pursuant to the applicable provisions of Delaware Law or
the stockholders’ rights of appraisal, and (ii) an opportunity to participate in (but not control) all negotiations and proceedings
with respect to such demands. The Company may not, except with the prior written consent of Buyer, negotiate or make any payment with
respect to any such demands or offer to settle or settle any such demands.

 (c)
From and after the Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to the Delaware
Law shall be entitled to vote his, her, or its shares of Company Capital Stock for any purpose or receive payment of dividends or other
distributions with respect to his, her, or its shares of Company Capital Stock.

 (d)
Notwithstanding anything in this Agreement to the contrary, (i) no Person shall be required to remit to the Paying Agent, the Surviving
Corporation, the Escrow Agent or any holder of Company Capital Stock any amount payable pursuant to this Agreement (other than Section
1.7(a) ) or the Escrow Agreement to the extent such amount would otherwise be payable in respect of Dissenting Share(s), (ii) the
Paying Agent shall not remit any amount to any Dissenting Stockholder or otherwise which has not yet complied with the conditions in
this Agreement with respect to such Stockholder’s receipt of the Closing Consideration, and (iii) any amount that would otherwise
be payable under this Agreement (other than under Section 1.7(a) ) or the Escrow Agreement to any Stockholder that has not yet
complied with the conditions in this Agreement with respect to its receipt of the Closing Consideration shall be released to and held
by the Paying Agent (in accordance with the Paying Agent Agreement) or (in the case of a Dissenting Share) Buyer.

 1.8
 Treatment of Company Options and Company RSUs .

 (a)
 Company Options .

 (i)
 Vested Options . By virtue of the Merger and without any action on the part of any other Person, immediately prior to the Effective
Time, each vested Company Option that is outstanding and unexercised as of immediately prior to the Effective Time will be cancelled
and extinguished and converted automatically into the right to receive, upon the terms of this Agreement, for each share of Company Capital
Stock subject to such vested Company Option, an amount in cash equal to the excess, if any, of the Per Share Gross Amount over
the per share exercise price of such vested Company Option (the “ Net Option Payment ” and any such vested Company Option
with an excess, an “ ITM Company Option ”). Each vested Company Option that is not an ITM Company Option, shall, immediately
prior to the Effective Time, be automatically cancelled and extinguished without any consideration paid therefor. Buyer shall cause the
Surviving Corporation to pay to the former holders of each such cancelled vested Company Option that are Withholding Securityholders
in respect thereof, in accordance with the Company’s normal payroll processes, as promptly as practicable (and, in no event later
than five (5) Business Days after the Closing Date), the foregoing payments to which such holders are entitled pursuant to this Section 1.8(a) .

 - 6 -

 (ii)
 Unvested Options . Except as otherwise set forth in Section 1.8(a)(iii) below, by virtue of the Merger and without any action
on the part of any other Person, each unvested Company Option that is outstanding immediately prior to the Effective Time shall be automatically
cancelled and extinguished without any consideration paid therefor.

 (iii)
 Rollover Options . Each Specified Company Option that is outstanding immediately prior to the Effective Time shall be cancelled
and retired and cease to exist in exchange for an option (a “ Substituted Option ”) to purchase Class A common stock
of Buyer granted under the Buyer’s Amended and Restated 2025 Incentive Award Plan (the “ Buyer Incentive Plan ”)
in substitution for such Specified Company Option in a manner that is consistent with the requirements of Section 409A of the Code. Each
Substituted Option will, from and after the Effective Time, be subject to the Buyer Incentive Plan but have substantially the same terms
and conditions of the Specified Company Option for which it is substituted, except that (A) each such Substituted Option will become
exercisable in accordance with its terms for that number of shares of Buyer Class A common stock (“ Buyer Stock ”) equal
to the product of the number of shares of Company Common Stock that were subject to such Specified Company Option immediately prior to
the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share of Buyer Stock, (B) the per share exercise
price for the shares of Buyer Stock issuable upon exercise of such Substituted Option will be equal to the quotient determined by dividing
the exercise price per share of Company Common Stock at which such Specified Company Option was exercisable immediately prior to the
Effective Time by the Exchange Ratio, rounded up to the nearest whole cent, and (C) each such Substituted Option shall not be subject
to the terms of Section 3(c) of the Company Equity Incentive Plans and will instead be subject to the terms of Section 8.2 and Section
8.3 of the Buyer Incentive Plan. At the Effective Time, the Buyer’s board of directors or an authorized committee thereof shall
succeed to the authority and responsibility of the Company’s board of directors or any authorized committee thereof with respect
to each Substituted Option.

 (b)
 Company RSUs . No Company RSUs will be assumed or substituted by the Buyer.

 (i)
 Vested RSUs . By virtue of the Merger and without any action on the part of any other Person, at the Effective Time, each outstanding
vested Company RSU will be cancelled and extinguished and converted into the right of the former holder of the vested Company RSU to
receive, upon the terms of this Agreement, for each share of Company Capital Stock subject to such vested Company RSU, an amount in cash
equal to the Per Share Gross Amount. Buyer shall cause the Surviving Corporation to pay to the former holders of each such cancelled
vested Company RSU that are a Withholding Securityholder in respect thereof, in accordance with the Company’s normal payroll processes,
as promptly as practicable (and, in no event later than five (5) Business Days after the Closing Date), the foregoing payments to which
such holder are entitled pursuant to this Section 1.8(b) .

 (ii)
 Unvested RSUs . By virtue of the Merger and without any action on the part of any other Person, each unvested Company RSU that
is outstanding immediately prior to the Effective Time shall be automatically cancelled and extinguished without any consideration paid
therefor.

 (c)
The Company shall, prior to the Closing, take or cause to be taken all actions, and shall obtain all consents, as may be required to
effect the treatment of the Company Options and Company RSUs pursuant to this Section 1.8.

 - 7 -

 1.9
 Treatment of Company Warrants . No Company Warrants will be assumed or substituted by Buyer. Contingent on and effective immediately
prior to the Effective Time, and subject to delivery to the Company of an executed warrant termination agreement in customary form (each,
a “ Warrant Termination Agreement ”), each Company Warrant that is outstanding and unexercised immediately prior to
the Effective Time will automatically be cancelled and extinguished at the Effective Time and, in consideration of such cancellation,
the holder thereof will be entitled to receive, upon the terms of this Agreement, for each share of Company Capital Stock subject to
such Company Warrant, (i) an amount in cash equal to the excess, if any, of the Per Share Net Amount over the per share exercise price
of such Company Warrant (and any such Company Warrant with an excess, an “ ITM Company Warrant ”) plus (ii) the
contingent right to receive (A) the Per Share Expense Fund Release Amount, if any, (B) the Per Share Adjustment Surplus, if any and (C)
the Per Share Adjustment Escrow Release Amount, if any plus (iii) the contingent right to receive (A) the Per Share EPA Adjustment
Escrow Release Amount, if any and (B) the EPA Per Share Adjustment Surplus, if any.

 1.10
 Surrender of Stock Certificates; Payment of Closing Consideration .

 (a)
At the Effective Time, (i) all shares of Company Capital Stock outstanding as of the Effective Time (other than, subject to Section
1.6 , the Sanctioned Shares) will automatically be cancelled and retired and will cease to exist, (ii) each holder of a certificate
formerly representing any shares of Company Capital Stock (each, a “ Stock Certificate ”) (other than, subject to Section
1.6 , the Sanctioned Shares) will cease to have any rights as a stockholder of the Company, and (iii) the Stock Certificates
(w) representing any outstanding shares of Company Capital Stock as of immediately prior to the Effective Time (except, subject
to Section 1.6 , for any share that is a Sanctioned Share, a Cancelled Share or a Dissenting Share) will thereafter represent only
the right to receive the Final Closing Consideration payable in respect of such shares as set forth in Section 1.5(a) , (x)
representing any Cancelled Shares will thereafter be cancelled and retired without payment as described in Section 1.5(b) ,
(y) representing any Dissenting Shares will thereafter represent only the right to receive the payments described in Section 1.7
and (z) subject to Section 1.6 , representing any Sanctioned Shares will remain issued and outstanding until such time as such
Sanctioned Shares is converted in accordance with Section 1.6.

 (b)
As promptly as practicable, but no later than five (5) Business Days, after the Agreement Date, subject to the Company promptly
delivering or causing to be delivered to Buyer the information reasonably required by the Paying Agent Agreement (the
“ Required Information ”), Buyer shall cause Western Alliance Bank, N.A. or such other bank as the Parties may
mutually appoint (such Person, or any successor as determined in accordance with the Paying Agent Agreement, the “ Paying
Agent ”) to (i) set up the Paying Agent’s electronic platform to allow the applicable Securityholders to complete a
letter of transmittal, substantially in the form attached hereto as Exhibit G (a “ Letter of Transmittal ”),
as well as any other documents requested of any Securityholder to sign in connection with the transactions contemplated hereby,
electronically and (ii) send an email to each applicable Securityholder, in each case at the email address for such Person set forth
in the Required Information, (A) inviting such Securityholder to register and log into the Paying Agent’s electronic platform
to electronically complete such documents, including the Letter of Transmittal, and (B) providing such Securityholder instructions
for use in effecting the surrender of any and all Stock Certificates that are physically held by such Securityholder. Within two (2)
Business Days following the later to occur of (x) receipt by the Paying Agent of a duly executed and completed Letter of Transmittal
and the surrender of such Certificates from a Securityholder and (y) the Effective Time, Buyer or, solely in the case of the payment
to be made pursuant to Section 1.6 of this Agreement, the Company, shall or shall cause the Paying Agent to, pay (in
immediately available funds) to such Securityholder holding shares of Company Capital Stock, Company Warrants and, with respect to
Non-Withholding Securityholders holding Company Options or Company RSUs, the consideration owed to such holder pursuant to Section 1.5(a) , Section 1.8(a) , Section
1.8(b) and Section 1.9 , as specified on the Payment Spreadsheet (without any wire fee or other cost to the
applicable Securityholder and after giving effect to any required Tax withholdings pursuant to Section 1.11 ). No
interest will be paid or accrued after the Effective Time on any amount payable in respect of the Company Capital Stock, the Company
Options, Company RSUs or Company Warrants. Payment with respect to Company Capital Stock, Company Options, Company RSUs or Company
Warrants will only be made to the Person in whose name such Company Capital Stock, Company Options, Company RSUs or Company Warrants
are registered unless otherwise consented to by Buyer (not to be unreasonably withheld, conditioned, or delayed).

 - 8 -

 (c)
At the Effective Time, the stock transfer books of the Company will be closed, and no further registration of transfers of shares of
Company Capital Stock that were issued and outstanding immediately prior to the Effective Time will be registered on the records of the
Company. After the Effective Time, no transfer of Company Capital Stock will be made on the stock transfer books of the Surviving Corporation.

 (d)
Buyer may instruct the Paying Agent to return any portion of the funds received by the Paying Agent that remains unclaimed by the Securityholders
for two (2) years after the date of deposit with the Paying Agent. Any Non-Withholding Securityholder that has not submitted a Letter
of Transmittal in accordance with the requirements set forth therein and in this Article I prior to the date on which Buyer
receives such amount, or that has not otherwise received any portion of the Merger consideration due and payable to such Securityholder
pursuant to this Agreement, must submit its Letter of Transmittal and other documents to Buyer and the Surviving Corporation for payment
of the applicable portion of the Merger consideration (after giving effect to any required Tax withholdings and without any interest
thereon). Notwithstanding anything to the contrary in this Section 1.10(d) , none of Buyer, Merger Sub, the Company, the Surviving
Corporation, the Securityholder Representative, the Paying Agent or any other Person will be liable to any Securityholder for any Merger
consideration properly delivered to a public official pursuant to applicable abandoned property, escheat or similar applicable Law.

 (e)
Any outstanding loan balance, inclusive of principal amount and accrued interest, owed by a Securityholder to the Company as of immediately
prior to the Effective Time, including as set forth on Schedule 1.10(e) (each such loan balance, a “ Securityholder Loan
Balance ” and, collectively, the “ Securityholder Loan Balances ”) under any loan agreement entered into by
a Securityholder shall be deducted from any payments made to Securityholders hereunder and paid to the Company and, assuming such deducted
amounts are sufficient to fully satisfy such loans, such loans will be deemed to be paid in full at the Effective Time.

 1.11 Withholding .
Each of Buyer, the Paying Agent and the Surviving Corporation may deduct and withhold from any portion of any payment payable
pursuant to this Agreement to any Securityholder such Tax amounts as it is required to deduct and withhold with respect to the
making of such payment under the Code and the Treasury Regulations promulgated thereunder (the “ Treasury
Regulations ”), or any provision of applicable Tax Law. If any amounts are so withheld by Buyer, the Paying Agent or
the Surviving Corporation, such withheld amounts (a) shall be timely remitted by Buyer, the Paying Agent or the Surviving
Corporation to the applicable Governmental Entity and (b) thereafter shall be treated by Buyer, the Paying Agent or the
Surviving Corporation for all purposes of this Agreement as having been paid to such Securityholder. Other than withholding in
connection with any payments in the nature of compensation for services rendered by current and former employees or the
Company’s failure to provide the FIRPTA statement described in Section 6.11(d) , Buyer and the Paying Agent shall use
commercially reasonable efforts to give at least seven (7) days advance notice prior to any such withholding of any withholding
anticipated to be made in respect of amounts payable to the Securityholders and provide the Securityholders with a reasonable
opportunity prior to such withholding to provide any forms, certifications or other documents to reduce or eliminate
withholding.

 - 9 -

 1.12
 Closing Payments . On the Closing Date, following the filing of the Certificate of Merger:

 (a)
Buyer shall pay, or cause to be paid, by wire transfer of immediately available funds, the Closing Indebtedness subject to Payoff Letters
on behalf of the Company to such account or accounts specified by the Payoff Letters in accordance with the terms thereof.

 (b)
Buyer shall pay, or cause to be paid, by wire transfer of immediately available funds, the Third Party Expenses set forth on the Payment
Spreadsheet, other than those payable through the payroll processes of the Surviving Corporation (or otherwise paid by the Company at
the direction of Buyer after delivery of the Payment Spreadsheet pursuant to Section 1.13(b) ).

 (c)
Subject to Section 1.10(e) , Buyer shall deposit, or cause to be deposited, by wire transfer of immediately available funds,
(i) with the Surviving Corporation or one of its Affiliates (as directed by Buyer), (A) the
aggregate Net Option Payments payable pursuant to Section 1.8(a) (as set forth on the Paying Spreadsheet) in exchange for the
Company Options and the aggregate amounts payable in exchange for Company RSUs pursuant to Section 1.8(b) (as set forth on
the Paying Spreadsheet) to the extent held by Withholding Securityholders, and (B) the aggregate of all Third
Party Expenses set forth on the Payment Spreadsheet that are payable through the payroll processes of the Surviving Corporation, and
(ii) with the Paying Agent, the aggregate Merger consideration payable pursuant to Section 1.5(a) , Section
1.6 , Section 1.8 and Section 1.9 (as set forth on the Payment Spreadsheet) in exchange for Company Securities
(other than the Company Options and Company RSUs referenced in the foregoing clause (i)). Buyer agrees to execute and deliver
the Paying Agent Agreement at or prior to the Closing to the Company. Notwithstanding anything to the contrary in this Agreement,
Buyer shall not deliver, or be required to deliver, the EPA Consideration to the Paying Agent, nor shall Buyer have any liability or
obligation to any Person, including any Securityholder, with respect to the EPA Consideration (it being understood and agreed that
the EPA Consideration will be included in the calculations set forth in the Paying Spreadsheet but such EPA Consideration shall be
delivered by Buyer (as defined in the Equity Purchase Agreement) to the Paying Agent, pursuant to the terms of the Equity Purchase
Agreement).

 (d)
Buyer shall deposit, or cause to be deposited, by wire transfer of immediately available funds, $10,000,000 (the
“ Adjustment Escrow Amount ”) with the Escrow Agent to hold in trust as an escrow fund pursuant to the terms of the
Escrow Agreement and this Agreement (such fund, together with any interest or other income earned on the Adjustment Escrow Amount,
the “ Adjustment Escrow Fund ”). The Adjustment Escrow Fund will be available to compensate Buyer in
accordance with the adjustment contemplated by Section 1.14 , if any, which amounts will be distributed in
accordance with the terms and conditions of this Agreement and the Escrow Agreement. For Tax purposes, Buyer will be the owner of
any cash in the Adjustment Escrow Fund until the Adjustment Escrow Fund is distributed to the Contributing Securityholders or Buyer,
as applicable, pursuant to this Agreement or the Escrow Agreement, and all interest on or other taxable income, if any, earned from
the investment of such cash pursuant to this Agreement or the Escrow Agreement will be treated for Tax purposes as earned by
Buyer.

 - 10 -

 (e)
Buyer shall deposit, or cause to be deposited, by wire transfer of immediately available funds, $250,000 (the “ Expense Fund
Amount ”) into a segregated account designated by the Securityholder Representative in a written instructions delivered or caused
to be delivered to Buyer (such fund, the “ Expense Fund ”). The Expense Fund will be accessed, and the Expense
Fund Amount will be used, (i) solely by the Securityholder Representative to pay directly and reimburse the Securityholder Representative
for any Securityholder Representative Expenses incurred by the Securityholder Representative in fulfilling its obligations under any
SR Agreement and the Equity Purchase Agreement and the transactions contemplated by the Equity Purchase Agreement, or (ii) as otherwise
determined by the Advisory Group. The Expense Fund will be treated as received and deposited by the Contributing Securityholders at the
Closing for Tax purposes. The Securityholder Representative shall hold the Expense Fund for the benefit of the Contributing Securityholders
and shall ensure that it is not subject to any lien, attachment, trustee process or any other judicial process of any creditor of any
Person. The Contributing Securityholders will not receive any interest on the Expense Fund and assign to the Securityholder Representative
any such interest. As soon as reasonably determined by the Securityholder Representative that the Expense Fund is no longer required
to be withheld, the Securityholder Representative shall deliver any amounts then-remaining in the Expense Fund (the “ Expense
Fund Release Amount ”) to the Contributing Securityholders (including by depositing the Expense Fund Release Amount with the
Paying Agent with respect to any portion thereof payable to Non-Withholding Securityholders, and, with respect to any portion thereof
payable to Withholding Securityholders, to the applicable payroll processor, in each case for further distribution to the Contributing
Securityholders) in accordance with Section 1.5 and Section 1.9 . The Securityholder Representative is not providing any
investment supervision, recommendations or advice and will not be liable to the Securityholders for any loss of principal of the Expense
Fund Amount other than as a result of its gross negligence, fraud or willful misconduct. Subject to Advisory Group approval, the Securityholder
Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Securityholders. The Securityholder
Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund Amount and has no
Tax reporting or income distribution obligations hereunder.

 1.13
 Payment Spreadsheet

 (a)
The payments to be made to the Securityholders with respect to their Company Securities are to be determined based on the terms of
this Agreement and the information set forth in a spreadsheet to be prepared and delivered by the Company to Buyer in accordance
with this Section 1.13 (such spreadsheet, as may be updated pursuant to Section 1.5(b)(ii) , the “ Payment
Spreadsheet ”) (it being understood and agreed that the Payment Spreadsheet shall accurately reflect the required payments
pursuant to the Organizational Documents of the Company and take into account any separate agreements between Buyer and any
Securityholder). Subject to Section 1.13(b) , if there is any discrepancy between the terms of this Agreement and the
Payment Spreadsheet, the terms of this Agreement will control.

 - 11 -

 (b)
At least one (1) Business Day prior to the Closing, or such later time as the Company and Buyer may agree, the Company shall deliver
the Payment Spreadsheet to Buyer, accompanied by reasonably detailed back-up documentation for any calculations set forth therein. Absent
manifest error, all amounts and allocations set forth in the Payment Spreadsheet will be conclusive and binding upon Buyer, the Company,
the Surviving Corporation and the Securityholders. At least five (5) Business Days prior to the Closing, the Company shall deliver to
Buyer a preliminary Payment Spreadsheet for information purposes only (which will not be considered the Payment Spreadsheet for any purpose
hereunder), and, in its preparation of the Payment Spreadsheet to be finally delivered as set forth in the immediately prior sentence,
the Company shall take into consideration any good faith, written comments timely provided by Buyer thereto. Buyer and any of its Affiliates
(including the Surviving Corporation) may rely conclusively on the Payment Spreadsheet, will have no liability or obligation to any Securityholder
either for the calculations or the determinations regarding such calculations in such Payment Spreadsheet (including related to any losses
arising from or relating to any errors, omissions or inaccuracies in the calculation set forth in the Payment Spreadsheet), if the Closing
Consideration is distributed in accordance with the Payment Spreadsheet and, as between the Securityholders, on the one hand, and Buyer
and the Surviving Corporation, on the other hand, any amounts delivered to any Securityholder (or delivered to the Paying Agent or withheld
by Buyer or the Surviving Corporation, in each case, for delivery to any Securityholder) in accordance with the Payment Spreadsheet will
be deemed for all purposes to have been delivered to the applicable Securityholder in full satisfaction of the obligations of Buyer or
any of its Affiliates (including the Surviving Corporation) under this Agreement. Notwithstanding anything to the contrary contained
herein, in the event of any errors in any of the formulas or information contained in the Payment Spreadsheet would result in the aggregate
payment to Securityholders pursuant to Section 1.5(a) , Section 1.8 , and Section 1.9 to be less than the Final Closing
Consideration, the Company may make appropriate changes to the Payment Spreadsheet prior to the Effective Time to correct any such errors
to ensure the full amount of the Final Closing Consideration is paid to the Securityholders at the Closing.

 (c)
The Company shall include the following information in the Payment Spreadsheet:

 (i)
the Common Equivalents Shares Number, the Contributor Shares Number, a calculation of the Per Share Gross Amount, the Per Share Escrow
& Expense Contribution and the Per Share Net Amount for each series of Non-Converting Preferred Stock and the Non-Converting Preferred
Stock Shares Number;

 (ii)
with respect to each Stockholder: (A) the name and email address of such Stockholder; (B) the number, class and series of all
shares of Company Capital Stock held by such Stockholder immediately prior to the Effective Time; (C) the number of any such shares
that are Dissenting Shares, if known; (D) the number of any such shares that are Sanctioned Shares; and (E) the aggregate consideration
payable to such Person as of the Effective Time (subject to Section 1.6 ) in his, her, or its capacity as a Stockholder;

 - 12 -

 (iii)
with respect to each Optionholder: (A) the name and email address of such Optionholder; (B) with respect to each Company Option held
by such Optionholder that is outstanding and unexercised immediately prior to the Effective Time, the number and class of
shares of Company Capital Stock underlying such Company Option, the per share exercise price of such Company Option and the number
of shares of Company Capital Stock underlying such Company Option that are vested; (C) the aggregate consideration payable to
such Optionholder as of the Effective Time in his, her, or its capacity as an Optionholder in respect of Company Options; and (D)
whether such Optionholder is a Withholding Securityholder or Non-Withholding Securityholder in respect of his, her or its Company
Options;

 (iv)
with respect to each RSU Holder: (A) the name and email address of such RSU Holder; (B) with respect to each Company RSU held by such
RSU Holder that is outstanding immediately prior to the Effective Time, the total number and class of shares of Company Capital Stock
underlying such Company RSU and the number of shares of Company Capital Stock underlying such Company RSU that are vested; (C) the aggregate
consideration payable to such RSU Holder as of the Effective Time in his, her or its capacity as an RSU Holder; and (D) whether such
RSU Holder is a Withholding Securityholder or Non-Withholding Securityholder in respect of his, her or its Company RSUs;

 (v)
with respect to each Warrant Holder: (A) the name and email address of such holder of a Company Warrant; (B) with respect to each Company
Warrant held by such holder that is outstanding immediately prior to the Effective Time, the number and class of shares of Company Capital
Stock underlying such Company Warrant; and (C) the aggregate consideration payable to such holder with respect to such Company Warrant;

 (vi)
with respect to each Contributing Securityholder, the Pro Rata Portion of such Contributing Securityholder; and

 (vii)
any other tax or payment information reasonably required by the Paying Agent.

 1.14
 Closing Consideration Adjustment .

 (a) Pre-Closing
Statement . At least one (1) Business Day prior to the Closing, the Company shall deliver to Buyer a statement setting forth in
reasonable detail the Company’s good faith calculation of the Closing Consideration (including all components thereof) (the
“ Estimated Closing Consideration ”), accompanied by reasonable detail supporting such calculations substantially
consistent with the detail in Exhibit D together with an unaudited consolidated balance sheet of the Company (reflecting the
completions of the Pre-Closing Restructuring and the transactions contemplated by the Equity Purchase Agreement) (collectively, the
“ Pre-Closing Statement ”). The Company shall prepare the Pre-Closing Statement based on the definitions of Closing
Consideration and the components thereof and using the Accounting Methodology. An example Pre-Closing Statement is attached hereto
as Exhibit D which calculates the Closing Consideration as if the Closing occurred on the Company Balance Sheet Date.
After the delivery of the preliminary Pre-Closing Statement, the Company shall provide Buyer and its representatives reasonable
access to the representatives, work papers and other books and records of the Company and its Subsidiaries and personnel and
representatives that Buyer may reasonably require in order to evaluate the preliminary Pre-Closing Statement and the calculations
set forth therein. At least five (5) Business Days prior to the Closing, the Company shall deliver to Buyer a preliminary
Pre-Closing Statement for information purposes only (which will not be considered the Pre-Closing Statement for any purpose
hereunder), and, in its preparation of the Pre-Closing Statement, the Company shall take into consideration any good faith, written
comments timely provided by Buyer thereto for purposes of delivering the Pre-Closing Statement. It is understood and agreed that the
EPA Consideration shall not be taken into account in any of the components of the Pre-Closing Statement other than with respect to
the calculation of clause (i) of the definition of Closing Consideration.

 - 13 -

 (b)
 Post-Closing Statement . As promptly as practicable, but in no event later than ninety (90) calendar days after the Closing Date,
Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Securityholder Representative a statement (the “ Post-Closing
Statement ”) setting forth Buyer’s good faith calculation of the Closing Consideration (including all components thereof),
accompanied by reasonably detailed back-up documentation for such calculations and reasonably detailed reconciliations between the Post-Closing
Statement and the calculation of the Estimated Closing Consideration in the Pre-Closing Statement. Buyer shall prepare the Post-Closing
Statement based on the definitions of Closing Consideration and the components thereof and using the Accounting Methodology. If Buyer
fails to deliver the Post-Closing Statement within ninety (90) calendar days following the Closing Date, then, the Securityholder Representative
may, at the Securityholder Representative’s election, either (i) determine that the calculations of the amounts in the Pre-Closing
Statement will be deemed to be the amounts set forth in the Post-Closing Statement, the Final Closing Consideration will be deemed to
be the Estimated Closing Consideration, and the Adjustment Surplus and the Adjustment Shortfall will be deemed to be zero (0), and such
amounts will be final and binding upon the Parties and the Securityholders for all purposes of this Agreement and not subject to appeal,
absent fraud, or (ii) demand Buyer to deliver the Post-Closing Statement within ten (10) Business Days of the Securityholder Representative’s
written demand therefor, in which case Buyer shall deliver the Post-Closing Statement on or prior to such tenth (10 th ) Business
Day.

 (c)
 Review of Post-Closing Statement . The Securityholder Representative may review the Post-Closing Statement for a period of thirty
(30) Business Days following its receipt of the Post-Closing Statement (subject to extension as provided for below, the “ Review
Period ”). During the Review Period, Buyer shall promptly (and in any event, within ten (10) Business Days following any such
Securityholder Representative information request) make available to the Securityholder Representative, to the extent reasonably requested
by the Securityholder Representative, Buyer’s and the Surviving Corporation’s books, records, work papers, personnel and
such other information as the Securityholder Representative may require in order to evaluate the Post-Closing Statement and the calculations
set forth therein. If the Securityholder Representative disputes the Post-Closing Statement or any part thereof, such statement must
include an itemization of the Securityholder Representative’s objections and the reasons therefor (such statement, a “ Dispute
Statement ”). Any component of the Post-Closing Statement that is not disputed in a Dispute Statement will be final and binding
upon the Parties and the Securityholders and not subject to appeal, absent fraud. If the Securityholder Representative delivers a statement
accepting the Post-Closing Statement, the Post-Closing Statement will be final and binding upon the Parties and the Securityholders and
not subject to appeal, absent fraud.

 - 14 -

 (d) Dispute
Resolution . If the Securityholder Representative delivers a Dispute Statement during the Review Period, then Buyer and the
Securityholder Representative shall meet and attempt in good faith to resolve their differences with respect to the disputed items
set forth in the Dispute Statement during the thirty (30) days immediately following Buyer’s receipt of the Dispute
Statement or such longer period as Buyer and the Securityholder Representative may mutually agree in writing
(the “ Resolution Period ”). Buyer and the Securityholder Representative shall set forth in a memorandum
signed by Buyer and the Securityholder Representative any such disputed matters that are resolved during the Resolution Period and
such memorandum will be final and binding upon the Parties and the Securityholders and not subject to appeal, absent fraud. If Buyer
and the Securityholder Representative do not resolve all such disputed matters by the end of the Resolution Period, then Buyer and
the Securityholder Representative shall submit all items remaining in dispute with respect to the Dispute Statement to Grant
Thornton LLP, or if Grant Thornton LLP is unable or unwilling to be engaged or no longer independent at such time, Buyer and the
Securityholder Representative shall reasonably agree upon another nationally recognized independent accounting firm, or consulting
firm with significant arbitration experience related to purchase price adjustments in transactions of a similar size and nature
(the “ Accounting Firm ”). The scope of the Accounting Firm’s engagement shall be limited to resolving
the disputed items set forth in the Dispute Statement in accordance with, and by application of the terms (including the applicable
definitions of) this Agreement, and the Accounting Firm shall have no authority over any other disagreement. Buyer and the
Securityholder Representative shall cause the Accounting Firm to (w) act as an expert in accordance with this Section 1.14(d)
and not as an arbitrator, (x) make all calculations based on the definitions of Closing Consideration and the components thereof and
the Accounting Methodology even if there is a discrepancy with GAAP, (y) determine only those items remaining in dispute between
Buyer and the Securityholder Representative and (z) only be permitted or authorized to determine an amount with respect to any such
disputed item that is either the amount of such disputed item as proposed by Buyer in the Post-Closing Statement or the amount of
such disputed item as proposed by the Securityholder Representative in the Dispute Statement or an amount in between the two
amounts. Buyer and the Securityholder Representative shall enter into a customary engagement letter with the Accounting Firm at the
time such dispute is submitted to the Accounting Firm and otherwise cooperate with the Accounting Firm. Each of Buyer and the
Securityholder Representative may submit a written statement in support of their respective positions with respect to such disputed
items, provide supporting material to the Accounting Firm in defense of their respective positions with respect to such disputed
items and submit a written statement responding to the other Party’s position with respect to such disputed items. Subject to
customary confidentiality and indemnity agreements, Buyer shall provide the Accounting Firm with access to its and the Surviving
Corporation’s respective books, records, personnel and representatives and such other information as the Accounting Firm may
require in order to render its determination. Any failure by Buyer to provide any such letter, agreement, statement or information
will not prevent the Accounting Firm from proceeding with a determination as provided for herein. Any written submissions to the
Accounting Firm must be delivered to each party to the dispute at the same time as submission to the Accounting Firm. Neither the
Securityholder Representative nor Buyer may, and the Securityholder Representative and Buyer shall direct their respective
Affiliates and its and their respective Representatives not to engage in ex parte discussion with the Accounting Firm. Buyer
and the Securityholder Representative shall instruct the Accounting Firm to deliver to Buyer and the Securityholder Representative a
written determination (including a description of the reasonable basis for its determinations and a worksheet setting forth all
material calculations used in arriving at such determination) of the disputed items within thirty (30) days of receipt of the
disputed items. Such determination will be final and binding upon the Parties and the Securityholders and not subject to appeal,
absent fraud or manifest error. For clarity, the failure of the Accounting Firm to strictly conform to any deadline or time period
contained herein will not render the determination of the Accounting Firm invalid and may not be used as a basis for seeking to
overturn any determination rendered by the Accounting Firm. The costs and expenses of the Accounting Firm will be allocated between
Buyer, on the one hand, and the Securityholder Representative (on behalf of the Contributing Securityholders), on the other hand,
based upon the percentage that the portion of the contested amount not awarded to each party bears to the amount actually contested
by such party. For example, if the Securityholder Representative claims the Closing Consideration is $1,000 greater than the amount
determined by Buyer, and Buyer contests only $500 of the amount claimed by the Securityholder Representative, and if the Accounting
Firm ultimately resolves the dispute by awarding Buyer $300 of the $500 contested, then the costs and expenses of the Accounting
Firm will be allocated forty percent (40%) (i.e., 200 ÷ 500) to Buyer and sixty percent (60%) (i.e., 300 ÷ 500) to the
Securityholder Representative (on behalf of the Contributing Securityholders). Each of Buyer and the Securityholder Representative
(on behalf of the Contributing Securityholders) shall pay the Accounting Firm the amount allocated to such Party in accordance with
the preceding sentence.

 - 15 -

 (e)
 Post-Closing Payments .

 (i)
For purposes of this Agreement, “ Final Closing Consideration ” means the Closing Consideration and each of its components,
as finally determined pursuant to this Section 1.14 .

 (ii)
If the Final Closing Consideration is less than the Estimated Closing Consideration (the amount of such deficit, the “ Adjustment
Shortfall ”), then Buyer and the Securityholder Representative shall promptly, and in any event within five (5) Business Days
after such final determination, provide a joint written instruction to the Escrow Agent to deliver to Buyer from the Adjustment Escrow
Fund an amount in cash equal to the lesser of the Adjustment Shortfall and the amount in the Adjustment Escrow Fund.

 (iii)
If the Final Closing Consideration is greater than the Estimated Closing Consideration (the amount of such surplus, the “ Adjustment
Surplus ”), then, promptly, and in any event within five (5) Business Days after such final determination, Buyer shall pay or
cause to be paid the Adjustment Surplus to the Contributing Securityholders (including by depositing the Adjustment Surplus with the
Paying Agent with respect to any portion thereof payable to Non-Withholding Securityholders, and, with respect to any portion thereof
payable to Withholding Securityholders, to the applicable payroll processor, in each case for further distribution to the Contributing
Securityholders) in accordance with Section 1.5(a) and Section 1.9 . The Parties acknowledge and agree that in no event
shall the Adjustment Surplus exceed the Adjustment Escrow Amount.

 (iv)
Buyer and the Securityholder Representative shall promptly, and in any event within five (5) Business Days after the final
determination of the Final Closing Consideration, provide a joint written instruction to the Escrow Agent to deliver all amounts
remaining in the Adjustment Escrow Fund after giving effect to the distributions therefrom contemplated by Section 1.14(e)(ii)
(the “ Adjustment Escrow Release Amount ”) to the Contributing Securityholders (including by depositing the
Adjustment Escrow Release Amount with the Paying Agent with respect to the portion thereof payable to Non-Withholding
Securityholders, and, with respect to any portion thereof payable to Withholding Securityholders, to the applicable payroll
processor, in each case for further distribution to the Contributing Securityholders) in accordance with Section
1.5(a) and Section 1.9 .

 - 16 -

 (v)
Recovery from the Adjustment Escrow Fund is the sole and exclusive remedy of Buyer and its Affiliates for any Adjustment Shortfall and
Buyer and its Affiliates will have no recourse against any Securityholder for any such amount.

 (vi)
For clarity, except for fraud committed by a Party, the process set forth in this Section 1.14 is the sole and exclusive
remedy of Buyer and its Affiliates, on the one hand, and the Securityholder Representative and the Contributing Securityholders, on the
other hand, for disputes relating to the Pre-Closing Statement and the Post-Closing Statement, and the calculation of the Closing Cash,
the Company Net Working Capital Adjustment, the Company Warehouse Working Capital Adjustment, the Closing Indebtedness and the Third
Party Expenses, and no Person will have any other right to any amounts under this Agreement for matters contemplated or covered by this
 Section 1.14 (except as to the Securityholder Representative with respect to the Contributing Securityholders in accordance
with Section 8.4(b) ).

 (f)
 Tax Treatment . The Parties shall treat any payment made under this Section 1.14 as an adjustment to the Closing Consideration
for Tax purposes, to the maximum extent permitted by applicable Law.

 1.15
 Taking of Further Action . If, at any time after the Effective Time, any further action is necessary to carry out the purposes
of this Article I and to vest the Surviving Corporation with full right, title and possession to all assets, rights, privileges,
powers and franchises of the Company and Merger Sub, Buyer and the Surviving Corporation are fully authorized in their respective names
to take, all such lawful and necessary or desirable action in furtherance thereof so long as such action is not inconsistent with this
Agreement.

 Article
II
 CLOSING AND CONDITIONS TO CLOSING

 2.1 Closing .
Buyer and the Company shall cause the consummation of the Merger (the “ Closing ”) to take place as soon as
practicable, but no later than two (2) Business Days, after the satisfaction or waiver of the last of the conditions set forth in Section
2.3 to be 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 such conditions as of the Closing) (the “ Conditions Satisfaction Date ”), or at
such other time as the Company and Buyer agree (the actual date on which the Closing takes place being the “ Closing
Date ”); provided , however that, solely to the extent both (a) the date that is two (2) Business Days after
the Conditions Satisfaction Date occurs in the last three weeks of the month of March, June, September or December and (b) the
Required Financial Statements have not been delivered to Buyer prior to the Conditions Satisfaction Date (such date of delivery, the
“ Relevant Financials Delivery Date ”), the Closing shall occur at the later of (i) the date that is two (2)
Business Days after the Conditions Satisfaction Date or (ii) the first Business Day of the following month (such date, the
“ Modified Date ”). The Closing will take place by remote exchange and mutual release of documents and signature
pages via electronic transfer and funds via wire transfer or by such other method as Buyer and the Company agree. Except as may
otherwise be expressly provided in this Agreement, all proceedings to be taken on the Closing Date and all documents to be
executed at the Closing shall be deemed to have been taken, delivered and executed simultaneously, and no proceeding shall be deemed
taken nor documents deemed executed or delivered until all have been taken, delivered and executed.

 - 17 -

 2.2
 Closing Deliverables.

 (a)
At or prior to the Closing Date, the Company shall deliver, or cause to be delivered, to Buyer the following documents:

 (i)
a certificate executed on behalf of the Company by an officer of the Company to the effect that the conditions set forth in Sections 2.3(b)(i) ,
 2.3(b)(ii) and 2.3(b)(iii) have been satisfied (except to the extent waived by Buyer);

 (ii)
evidence that the “tail” insurance policy (or policies, as applicable) described in Section 6.12(b) is able to be
put into full force and effect as of the Closing;

 (iii)
the OFAC License in a form that permits the cancellation, conversion of the Sanctioned Shares and the payment of the Per Share Gross
Amount with respect thereto without violation of applicable Law;

 (iv)
resignations, in customary form (and without any requirement that such signatory release any claims in connection therewith) from each
of the existing non-employee managers, directors, and officers of the Company and its Subsidiaries identified by Buyer at least ten (10)
Business Days prior to the Closing, together with all corporate approvals and/or authorizations required to effect the foregoing resignations;

 (v)
the Payoff Letters, duly executed by the administrative agents, similar agents or lenders party thereto, and the validly and duly executed
IRS Form W-9 or the appropriate series of IRS Form W-8 from each such administrative agent, similar agent or lender, provided, that,
upon the failure of any such person to provide such IRS Form W-9 or appropriate version of IRS Form W-8, the applicable withholding agent
shall only be entitled to deduct and withhold Taxes pursuant to Section 1.11, and shall not delay Closing or delivery of payments under
this Agreement;

 (vi)
the Warrant Termination Agreements, duly executed by each holder of Company Warrants, with respect to such holder’s Company Warrants;

 (vii)
each of the other Related Agreements to which the Company is contemplated to be a party, duly executed by the Company;

 (viii)
all Governmental Consents and Notices set forth on Schedule 3.5 under the header “Prior Approval” and evidence of
the delivery of the notices described under the header “Pre-Transaction Notice”;

 (ix)
the Required Financial Statements; and

 (x)
evidence as required by Section 6.20 of the termination of the agreements listed on Schedule 6.20 .

 - 18 -

 (b)
At or prior to the Closing, Buyer and Merger Sub shall deliver, or cause to be delivered, to the Company the following documents:

 (i)
a certificate executed on behalf of each of Buyer and Merger Sub by an officer of Buyer and Merger Sub, respectively, to the effect that
the conditions set forth in Sections 2.3(c)(i) and 2.3(c)(ii) have been satisfied (except to the extent waived by
the Company);

 (ii)
each of the other Related Agreements to which Buyer or Merger Sub is contemplated to be a party, duly executed by Buyer or Merger Sub,
as applicable; and

 (iii)
the Escrow Agreement and Paying Agent Agreement, duly executed by the Escrow Agent and Paying Agent.

 (c)
At or prior to the Closing, the Company shall deliver, or cause to be delivered, to Buyer the Escrow Agreement duly executed by the Securityholder
Representative.

 2.3
 Closing Conditions .

 (a)
 Conditions to Obligation of Each Party to Effect the Merger . The respective obligations of Buyer and Merger Sub, on the one hand,
and the Company, on the other hand, to effect the Merger are subject to the satisfaction at or prior to the Closing of each of the following
conditions (it being understood that any one or more of the following conditions may be waived in writing, in whole or in part, by each
of the Buyer and the Company, unless prohibited by applicable Law):

 (i)
 No Injunctions, Orders or Restraints; Illegality . There must be no preliminary or permanent injunction or other order, decree
or ruling issued by a court or other Governmental Entity of competent jurisdiction and there must be no Law promulgated or enacted by
any Governmental Entity of competent jurisdiction that, in each case, would or would reasonably be expected to (A) make the consummation
of the Merger, illegal or (B) otherwise prohibit the consummation of the Merger. For purposes of clarity, a “close at your own
risk” letter provided by the Federal Trade Commission, Department of Justice, or any other Governmental Entity of competent jurisdiction
will not result in a failure of the condition set forth in this Section 2.3(a)(i) to be satisfied.

 (ii)
 Competition Regulatory Approvals . All waiting periods (and extensions thereof) applicable to the Merger under the HSR Act must
have expired or terminated must have been received or be deemed to be received by virtue of the expiration or termination of any applicable
waiting period.

 (iii)
 Stockholder Approval . This Agreement must have been adopted by the Required Stockholder Vote.

 (iv)
 Equity Purchase Agreement . The closing of the Equity Purchase Agreement (the “ EPA Closing ”) must have occurred.

 - 19 -

 (b) Additional
Conditions to the Obligations of Buyer and Merger Sub . The obligations of Buyer and Merger Sub to effect the Merger are subject
to the satisfaction at or prior to the Closing of each of the following conditions (it being understood that any one or more
of the following conditions may be waived in writing by Buyer):

 (i)
 Representations and Warranties .

 (1)
The representations and warranties of the Company in Article III (other than the Company Fundamental Representations and
the Capitalization Representations) must be true and correct in all respects (disregarding all qualifications or limitations as to “materially”,
“Company Material Adverse Effect” and words of similar import set forth therein) at and as of the date of this Agreement
and at and as of the Closing Date as though then made (except to the extent any such representation or warranty expressly relates or
speaks to a specific date, in which case such representation or warranty must be true and correct as of such other date), except where
the failure of such representations and warranties to be so true and correct has not had, individually or in the aggregate with any other
failures of such representations and warranties to be true and correct, a Company Material Adverse Effect.

 (2)
The Company Fundamental Representations must be true and correct in all material respects (disregarding all qualifications or limitations
as to “materially”, “Company Material Adverse Effect” and words of similar import set forth therein) at and as
of the date of this Agreement and at and as of the Closing Date as though then made (except to the extent any such representation or
warranty expressly relates or speaks to a specific date, in which case such representation or warranty must be true and correct in all
material respects as of such other date).

 (3)
The representations and warranties set forth in Section 3.6(a) , Section 3.6(b) , the first sentence of Section 3.6(c)
and Section 3.6(f) (the “ Capitalization Representations ”) must be true and correct in all respects at and as
of the date of this Agreement and at and as of the Closing Date as though then made (except to the extent any such representation or
warranty expressly relates or speaks to a specific date, in which case such representation or warranty must be true and correct as of
such other date), except for inaccuracies that are de minimis ; provided , however, that if any immaterial inaccuracies
(or the effects thereof) are corrected in the Payment Spreadsheet, such immaterial inaccuracies will be deemed de minimis inaccuracies.

 (ii)
 Performance of Covenants . The Company must have performed, in all material respects, its covenants under this Agreement required
to be performed by the Company at or prior to the Closing.

 (iii)
 No Company Material Adverse Effect . There must have been no Company Material Adverse Effect that has occurred and is continuing.

 (iv)
 Closing Deliverables . The Company must have delivered to Buyer the closing deliverables set forth in Section 2.2(a) and
 Section 2.2(c) , respectively.

 (v) OFAC
License . The Company shall have obtained the OFAC License (which must remain in full force and effect) in a form that permits
the cancellation, conversion of the Sanctioned Shares and the payment of the Per Share Gross Amount with respect thereto without
violation of applicable Law, and shall have taken all actions required by the OFAC License in order for the Parties to complete
the transactions contemplated by this Agreement. Unless otherwise directed by OFAC, the Company shall have opened a separate bank
account for the purposes specified in Section 1.6 .

 - 20 -

 (vi)
 Stockholder Approval . This Agreement must have been adopted by the affirmative vote or consent of at least at ninety percent
(90%) of the issued and outstanding shares of Company Capital Stock, voting together on an as-converted to Company Common Stock basis.

 (vii)
 Pre-Closing Restructuring . The (x) LLC Conversions shall have been completed in accordance with the terms of the Equity Purchase
Agreement and this Agreement and thereafter the Reorganization shall have been completed in accordance with the terms of the Equity Purchase
Agreement and this Agreement, and (y) the Company and its Subsidiaries shall, after the completion of the Reorganization and immediately
following the Effective Time, possess all permits required for the conduct of their respective businesses, except, in each case of the
foregoing clauses (x) and (y), where the failure to complete any action or possess any such permits does not, individually or in the
aggregate, have more than an adverse de minimis effect on the Buyer or any of its Affiliates or the Company and its Subsidiaries
(including in respect of their respective financial condition, tax position, and legal or regulatory compliance) or the operation of
their respective businesses. For purposes of this Agreement, the terms “LLC Conversions” and “Reorganization”
shall have the meanings given to such terms in the Equity Purchase Agreement.

 (c)
 Additional Conditions to Obligation of the Company . The obligation of the Company to effect the Merger is subject to the satisfaction
at or prior to the Closing of each of the following conditions (it being understood that any one or more of the following conditions
may be waived in writing by the Company):

 (i)
 Representations and Warranties .

 (1)
The representations and warranties of Buyer and Merger Sub in this Agreement (other than the Buyer Fundamental Representations) must
be true and correct (disregarding all qualifications or limitations as to “materially”, “Material Adverse Effect”
and words of similar import set forth therein) at and as of the date of this Agreement and at and as of the Closing Date as though then
made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except
to the extent any such representation or warranty expressly relates or speaks to a specific date, in which case such representation or
warranty must be true and correct as of such other date), in each case, except where the failure of such representations and warranties
to be so true and correct would not, individually or in the aggregate with any other failures of such representations and warranties
to be true and correct, prevent or materially delay or materially impair Buyer’s or Merger Sub’s ability to consummate the
Merger or any of the other transactions contemplated hereby.

 (2)
The Buyer Fundamental Representations must be true and correct in all material respects (disregarding all qualifications or
limitations as to “materially”, “Material Adverse Effect” and words of similar import set forth therein) at
and as of the date of this Agreement and at and as of the Closing Date as though then made and as though the Closing Date were
substituted for the date of this Agreement throughout such representations and warranties (except to the extent any such representation
or warranty expressly relates or speaks to a specific date, in which case such representation or warranty must be true and correct
in all material respects as of such other date).

 - 21 -

 (ii)
 Performance of Covenants . Buyer and Merger Sub must have performed in all material respects their respective covenants under this
Agreement required to be performed by either of them at or prior to the Closing.

 (iii)
 Closing Deliverables . Buyer and Merger Sub must have delivered to the Company the closing deliverables set forth in Section
2.2(b) .

 (d)
 Closing Contingent . Notwithstanding anything to the contrary set forth in this Agreement, in the event that the consummation of
the transactions contemplated hereby, including the Merger, are not consummated, the EPA Closing shall be and shall be deemed to be void
and of no further force or effect.

 Article
III
 REPRESENTATIONS AND WARRANTIES OF THE
COMPANY

 Except
as set forth in disclosure schedule dated as of the Agreement Date and delivered herewith by the Company to Buyer (the “ Disclosure
Letter ”) and subject to Section 9.2(b) , the Company hereby represents and warrants to each of Buyer and Merger Sub as
follows:

 3.1
 Organization, Standing and Power . The Company is a corporation duly incorporated, validly existing and in good standing under
Delaware Law. The Company has the requisite corporate power and authority to own, lease and operate its Assets and to carry on the Current
Company Business. The Company is duly qualified to do business, and is in good standing (if such concept is applicable in the relevant
jurisdiction) in each jurisdiction where the character of the properties owned, leased or operated by it or the character or location
of its assets or properties (whether owned, leased or licensed) or nature of its activities makes such qualification necessary, except
where the failure to be so qualified or in good standing would not reasonably be expected to have a Company Material Adverse Effect.
The Company has Made Available true, complete and correct copies of the Company Organizational Documents as of the date of this Agreement.

 3.2 Subsidiaries . Section
3.2 of the Disclosure Letter sets forth, as of the Agreement Date, a list of each of the Subsidiaries of the Company and the
names of the record owners of all securities and other Equity Interest in each such Subsidiary. The Company owns, directly or
indirectly, all issued and outstanding capital stock or other Equity Interests of such Subsidiaries, free and clear of any Liens
(other than Permitted Liens arising or by reason of applicable securities Laws). No Subsidiary of the Company has any outstanding
options, warrants, purchase rights, conversion rights, exchange rights or similar rights convertible into or exercisable or
exchangeable for, or giving any Person (other than the Company or any of its Subsidiaries), directly or indirectly (whether with or
without the occurrence of any contingency), a right to subscribe for or acquire, any equity interests of such Subsidiary or
entitling any other Person (other than the Company or any of its Subsidiaries) to share in the equity, profits, earnings, losses or
gains of such Subsidiary, in each case, other than the Equity Purchase Agreement. Each Subsidiary is duly formed or organized and is
validly existing under the Laws of its jurisdiction of incorporation or organization and has all of the requisite organizational
power and authority to own, operate and lease its Assets and to carry on its current business. Each such Subsidiary is duly
qualified to do business, and is in good standing (if such concept is applicable in the relevant jurisdiction), in each jurisdiction
where the character of the properties owned, leased or operated by it or the character or location of its assets or properties
(whether owned, leased or licensed) or nature of its activities makes such qualification necessary, in each case except where the
failure to be so qualified or in good standing would not reasonably be expected to have a Company Material Adverse Effect. The
Company has Made Available true, complete and correct copies of the organizational documents of each of the Company’s
Subsidiaries as of the Agreement Date. Except for the Company’s or any of its Subsidiaries’ ownership interest in such
Subsidiaries, neither the Company nor its Subsidiaries own any capital stock or any other equity interests in any other Person.

 - 22 -

 3.3
 Authority .

 (a)
The Company has all requisite corporate power and authority to enter into this Agreement and each other Merger Document to which it is,
or at the Closing is contemplated to be, a party and to perform its obligations hereunder and thereunder and, subject to the receipt
of the Required Stockholder Vote, to consummate the transactions contemplated hereby and thereby, including the Merger. The affirmative
vote or consent of (i) at least a majority of the issued and outstanding shares of Company Series A Preferred Stock, Company Series
B Preferred Stock, Company Series C-1 Preferred Stock and Company Series C-2 Preferred Stock voting together as a single class, and (ii)
at least a majority of the issued and outstanding shares of Company Capital Stock, voting together on an as-converted to Company Common
Stock basis, are the only votes or consents of the holders of any Company Capital Stock necessary under Delaware Law and the Company
Organizational Documents to adopt this Agreement and approve the Merger (the “ Required Stockholder Vote ”).

 (b)
The board of directors of the Company has (i) declared that the Merger and the other transactions contemplated by this Agreement
are advisable and in the best interests of the Company and the stockholders of the Company, (ii) approved this Agreement in accordance
with the provisions of Delaware Law, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company
for their adoption and approval by written consent, and (iv) resolved to recommend that the stockholders of the Company adopt this
Agreement and approve the Merger.

 (c)
This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes a valid and binding
obligation of the other Parties, this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company
in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar applicable
Law affecting or relating to creditors’ rights generally and general principles of equity, regardless of whether asserted in a
proceeding in equity or at law (collectively, the “ Enforceability Limitations ”). Each of the Related Agreements
delivered on the Agreement Date has been duly authorized, executed and delivered by the Company and, assuming due and valid authorization,
execution and delivery hereof by the other party or parties thereto, constitute a legal, valid and binding agreements of the Company,
enforceable against the Company in accordance with its terms, except as such enforceability may be limited by the Enforceability Limitations.

 3.4 Non-Contravention .
The execution and delivery of this Agreement by the Company does not, and the consummation by the Company of the transactions
contemplated hereby to occur at or prior to the Closing will not, conflict with, or result in any breach, violation of or
default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation, modification
or acceleration of any right or obligation or loss of any benefit under, or require any notice, consent, waiver, or approval under,
(a) subject to receipt of the Required Stockholder Vote, any provision of the Company Organizational Documents, (b) any
Material Contract, or (c) subject to receipt of the Required Stockholder Vote, any Law binding on the Company or any of its
Subsidiaries or any of their Assets, except (i) in the case of clauses (b) and (c), where such termination, cancellation,
modification, acceleration, loss, breach, violation or default, or failure to give any such notice or obtain any such consent,
waiver or approval, would not, individually or in the aggregate, reasonably be expected to be material to the business of the
Company and its Subsidiaries taken as a whole, or materially impair or delay the performance by the Company of its obligations under
this Agreement, and (ii) in the case of clause (c), for the Buyer Governmental Consent Exceptions.

 - 23 -

 3.5
 Necessary Consents . No consent, approval, order or authorization of, or registration, declaration or filing with a Governmental
Entity is required to be obtained or made by the Company or any of its Subsidiaries at or prior to the Effective Time in order for the
Company to execute and deliver this Agreement or to consummate the transactions contemplated by this Agreement, including the Merger,
except for (a) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (b) such filings as may
be required under the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”), and any applicable
non-U.S. antitrust Laws (collectively “ Antitrust Laws ”), and (c) the Governmental Consents and Notices set forth on
 Schedule 3.5 (the “ Governmental Consents and Notices ”).

 3.6
 Capitalization .

 (a)
The authorized capital stock of the Company consists of: (i) 100,000,000 shares of common stock par value $0.0000167 per share (the “ Company
Common Stock ”), 21,555,431 of which are issued and outstanding as of the Agreement Date and (ii) 38,748,883 shares of preferred
stock, par value $0.0000167 per share (“ Company Preferred Stock ”), consisting of (A) 11,742,840 shares of series A
preferred stock of the Company (“ Company Series A Preferred Stock ”), 10,704,564 of which are issued and outstanding
as of the Agreement Date, (B) 6,663,192 shares of series B preferred stock of the Company (“ Company Series B Preferred Stock ”),
6,402,360 of which are issued and outstanding as of the Agreement Date, (C) 6,575,384 shares of series C-1 preferred stock of the Company
(“ Company Series C-1 Preferred Stock ”), 6,570,711 of which are issued and outstanding as of the Agreement Date, (D)
5,189,927 shares of series C-2 preferred stock of the Company (“ Company Series C-2 Preferred Stock ”) 5,189,927 of
which are issued and outstanding as of the Agreement Date, and (E) 8,577,540 shares of series D preferred stock of the Company (“ Company
Series D Preferred Stock ”), 3,457,119 of which are issued and outstanding as of the Agreement Date. Section 3.6(a)
of the Disclosure Letter sets forth all of the outstanding Equity Interests of the Company and the names of the holders thereof as of
the Agreement Date.

 (b)
The Company Equity Incentive Plans have been duly authorized, approved and adopted by the board of directors of the Company and the
stockholders of the Company. As of the Agreement Date, there were 16,581,525 shares of Company Common Stock reserved for issuance
under the Company Equity Incentive Plans, of which 13,718,200 shares of Company Common Stock were subject to outstanding Company
Options, 2,643,956 shares of Company Common Stock were reserved for future grants, and 219,369 shares of Company Common Stock
were subject to outstanding Company RSUs. Section 3.6(b)(i) of the Disclosure Letter sets forth, as of the Agreement
Date, for each outstanding Company Option and Company RSU, as applicable, the (i) name of the holder thereof, (ii) whether
such holder is or was an employee, consultant or director of the Company or any of its Subsidiaries at the time of grant of such
Company Option or Company RSU, (iii) the grant date and expiration date thereof, (iv) the exercise price per share and the
number of shares of Company Common Stock underlying such Company Option or Company RSU, if any, and (v) whether such Company
Option was intended to qualify as an incentive stock option as defined in Section 422 of the Code. As of the Agreement Date,
42,972 shares of Company Common Stock were subject to issuance pursuant to the vested Company Warrants at a price of $3.29 per
share. Section 3.6(b)(ii) of the Disclosure Letter sets forth, as of the Agreement Date, for each outstanding Company
Warrant, the (i) name of the holder thereof, (ii) the grant date and expiration date thereof (if applicable) and (iii) the
exercise price per share and the number of shares of Company Common Stock underlying such Company Warrant, if any.

 - 24 -

 (c)
Except as set forth in Section 3.6(a) or Section 3.6(b) of the Disclosure Letter, as of the Agreement Date, there are (i)
no shares of Company Capital Stock or voting securities of the Company, (ii) convertible or exchangeable securities or commitments of
any character, contingent or otherwise, whatsoever, relating to the capital stock of, or other Equity Interest in, the Company, (iii)
outstanding or authorized subscriptions, including options, warrants, calls, preemptive or other rights (including any conversion rights
or rights of exchange), agreements, arrangements, restrictions, or commitments of any kind relating to the issuance, sale, delivery,
transfer, redemption, purchase, repurchase, conversion or exchange of any shares of capital stock of any class or other Equity Interests
of the Company, (iv) stock appreciation, phantom stock, profit participation or similar rights with respect to the Company Capital Stock
or any other Equity Interests of the Company or (v) commitments or agreements that are outstanding to which the Company is a party or
by which it is bound, obligating the Company to issue, deliver, or sell, or cause to be issued, delivered or sold, any shares of Company
Capital Stock or any other Equity Interests of the Company or obligating the Company to grant, extend, accelerate the vesting of, change
the price of, or otherwise amend or enter into any option, warrant, put, or call with respect to shares of Company Capital Stock or other
Equity Interests of the Company. As of the Agreement Date, except as set forth in Section 3.6(b) of the Disclosure Letter,
there are no contracts, commitments or agreements that may affect the voting, dividend rights or transfer of, or that provides registration
rights with respect to, any shares of outstanding Company Capital Stock or any other Equity Interests of the Company.

 (d)
All outstanding shares of Company Capital Stock (i) are duly authorized, validly issued, fully paid and nonassessable, and (ii) were
not issued in violation of any preemptive rights, purchase options, call or right of first refusal or similar right relating to the issuance,
sale, delivery, transfer or redemption by the Company of any shares of Company Capital Stock, the Company Organizational Documents, or
any agreement to which the Company is a party or by which it is bound. The Company Series A Preferred Stock is convertible on a one-share-for-one-share
basis into Company Common Stock. As of the Agreement Date, there are no declared and unpaid dividends on any share of Company Capital
Stock.

 (e)
All Company Options and Company RSUs were granted in accordance with the terms of the applicable Company Equity Incentive Plans and
with applicable Law. All Company Options (including the exercise price or methodology for determining the exercise price) and
Company RSUs, in each case, including the substantive terms thereof, have been appropriately authorized by the board of
directors of the Company or an appropriate committee thereof as of the applicable date of grant.

 - 25 -

 (f)
 With respect to each Securityholder for whom a Securityholder
Loan Balance is attributable, any consideration owed to such holder pursuant to Section 1.5(a) , Section 1.8(a) , Section
1.8(b) and Section 1.9 shall be sufficient to satisfy such Securityholder’s Loan Balance in full.

 3.7
 Financial Statements; Accounting Controls . Section 3.7 of the Disclosure Letter sets forth (a) the audited consolidated
balance sheets, statement of operations, statement of comprehensive income, statement of changes in stockholders’ equity, and statement
of cash flows of the Company and its Subsidiaries as of and for the fiscal years ended December 31, 2023, December 31, 2024 and December
31, 2025 (the “ Audited Financial Statements ”), and (b) the unaudited consolidated balance sheet, statement of operations,
statement of comprehensive income and statement of cash flows of the Company and its Subsidiaries as of and for the three month period
ending March 31, 2026 (the financial statements referenced in the foregoing clause (b) the “ Unaudited Financial Statements ”
and, together with the Audited Financial Statements, collectively, the “ Company Financial Statements ”, and such balance
sheet as of March 31, 2026, the “ Company Balance Sheet ”, and such date, the “ Company Balance Sheet Date ”).
Except as set forth on Section 3.7 of the Disclosure Letter, the Company Financial Statements fairly present, in each case in
all material respects, in accordance with GAAP, the financial condition of the Company and its Subsidiaries as of the dates indicated
therein and the results of operations, comprehensive income and cash flows of the Company and its Subsidiaries for the periods indicated
therein (except that the Unaudited Financial Statements do not contain footnotes and are subject to normal year-end adjustments).

 3.8
 Absence of Undisclosed Liabilities; Indebtedness .

 (a)
 The Company and its Subsidiaries have no liabilities
of the type required to be accrued or reserved on a balance sheet prepared in accordance with GAAP as of the Agreement Date, except for
(a) liabilities shown on the Company Balance Sheet, (b) liabilities which have arisen in the Ordinary Course of Business since the Company
Balance Sheet Date, (c) executory performance obligations or other liabilities pursuant to Contracts, (d) liabilities incurred in connection
with this Agreement, the Merger or the other transactions contemplated hereby (or any other transaction similar to the Merger), (e) liabilities
that would be included in Closing Indebtedness, Third Party Expenses, Company Net Working Capital, the Company Warehouse Working Capital
or Buyer Expenses, or (f) other liabilities that are not material to the Company and its Subsidiaries, taken as a whole.

 (b)
 Section 3.8(b) of the Disclosure Letter sets
forth all Indebtedness of the Company and each of its Subsidiaries as of the Agreement Date of the type set forth in section (a) of the
definition thereof. The Company has Made Available a true, correct, and complete copy of each Contract or other instrument evidencing
such Indebtedness of the Company and each of its Subsidiaries as of the Agreement Date. With respect to each such item of Indebtedness,
neither the Company nor any of its Subsidiaries is in default and no payments are past due as of the Agreement Date.

 - 26 -

 3.9
 Absence of Certain Changes .

 (a)
 Since the Company Balance Sheet Date, the Company and
each of its Subsidiaries have conducted business in the Ordinary Course of Business other than activities undertaken in connection with
the negotiation of this Agreement and the sale process undertaken with respect thereto (including the Pre-Closing Restructuring).

 (b)
 Since the Company Balance Sheet Date through the Agreement
Date, a Company Material Adverse Effect has not occurred.

 (c)
 Since the Company Balance Sheet Date, the Company has
not taken any action that, if taken or proposed to be taken after the Agreement Date, would be prohibited by Section 5.1(a) , Section
5.1(b) , Section 5.1(c) , Section 5.1(d) , Section 5.1(f) , Section 5.1(g) , Section 5.1(i) , Section
5.1(k) , Section 5.1(o) , Section 5.1(r) , Section 5.1(t) , Section 5.1(u) , Section 5.1(v) or Section
5.1(w).

 3.10
 Intellectual Property .

 (a)
 Title . The Company or one of its Subsidiaries
solely and exclusively owns, free and clear of all Liens other than Permitted Liens, all of the Company IP Rights. The Company has not
granted any third party any exclusive rights under any Company IP Rights.

 (b)
 Registered IP Rights . Section 3.10(b)
of the Disclosure Letter sets forth a list of (i) the Company IP Rights that are registered, filed or issued with or under the authority
of any Governmental Entity and (ii) the domain names owned by the Company or any of its Subsidiaries ((i) and (ii), collectively, “ Company
Registered IP Rights ”), and identifies for each, as applicable, the record (and if different, beneficial) owner, the registration,
patent or application number and date, and the jurisdiction or domain name registrar. Except as would not reasonably be expected to be
material to the Company and its Subsidiaries, the Company Registered IP Rights are subsisting, and the issued Patent Rights, registered
Trademark Rights and registered copyrights that are included in the Company Registered IP Rights are valid and enforceable. None of the
Company or any of its Subsidiaries has received any notice from, and there are no pending Actions or claims against the Company or any
of its Subsidiaries by, any third party challenging or threatening to challenge the right, title or interest of the Company or any of
its Subsidiaries in, to or under the Company Registered IP Rights or claiming that any Company Registered IP Rights are invalid or unenforceable
or challenging the scope or use thereof, excluding office actions issued in the ordinary course of prosecution.

 (c)
 Inbound and Outbound IP Agreements . Section
3.10(c)(i) of the Disclosure Letter lists all Outbound IP Agreements and Section 3.10(c)(ii) of the Disclosure Letter lists
all Inbound IP Agreements (collectively, the “ IP Agreements ”).

 (d)
 Non-Infringement . The conduct of the business
of the Company and its Subsidiaries does not infringe, misappropriate, dilute or otherwise violate, and since the Lookback Date has not
infringed, misappropriated, diluted or otherwise violated, the IP Rights of any other Person, except as would not reasonably be expected
to be material to the Company and its Subsidiaries. Except as would not reasonably be expected to be material to the Company and its
Subsidiaries, (i) there is no Action pending or threatened against the Company or any of its Subsidiaries, and (ii) since the Lookback
Date, neither the Company nor any of its Subsidiaries has received any notice from any other Person, in each case of (i) and (ii), alleging
or claiming that the operation of the business of the Company and its Subsidiaries infringes, misappropriates, dilutes or otherwise violates
the IP Rights of any other Person. Except as would not reasonably be expected to be material to the Company and its Subsidiaries, (i)
there is no Action pending or threatened by the Company or any of its Subsidiaries against any other Person, and (ii) neither the Company
nor any of its Subsidiaries has given notice to any other Person, in each case of (i) and (ii), alleging or claiming that such Person
infringes, misappropriates, dilutes or otherwise violates the Company IP Rights.

 - 27 -

 (e)
 Invention Assignment and Confidentiality Agreement .
The Company or one of its Subsidiaries has secured from all (i) founders, employees, contractors, consultants and other Persons who independently
or jointly contributed to or participated in the conception, reduction to practice, creation or development of IP Rights purported to
be owned by the Company or any of its Subsidiaries and material to the Current Company Business and (ii) named inventors of Patent Rights
owned or purported to be owned by the Company or any of its Subsidiaries (any Person described in clause (i) or (ii), a “ Contributor ”),
except where ownership vests in the Company or its relevant Subsidiary under applicable Law, exclusive ownership of, all of the Contributors’
right, title and interest in and to such Company IP Rights and a waiver of the Contributor’s moral rights therein.

 (f)
 Confidential Information . The Company and its
Subsidiaries take commercially reasonable measures to protect the confidentiality of confidential or non-public information (i) that
the Company and its Subsidiaries maintain as confidential, including all of their material trade secrets, and (ii) provided by any third
party to the Company or any of its Subsidiaries that the Company or such Subsidiary is obligated to protect as confidential ((i) and
(ii), collectively, “ Confidential Information ”). All employees, contractors and consultants and other Persons having
access to Confidential Information that is material to the Current Company Business have executed and delivered to the Company or one
of its Subsidiaries a written agreement regarding the protection of such Confidential Information or are otherwise bound by legally enforceable
ethical, fiduciary or professional obligations to protect the confidentiality of such Confidential Information. There has been no unauthorized
disclosure by the Company (or any of its employees, contractors or consultants) of any Confidential Information embodying Company IP
Rights or that is otherwise material to the Current Company Business that would compromise the status, protectability or confidentiality
of such Confidential Information.

 (g)
 Governmental Funding . No government funding,
facilities, resources or personnel of a university, college or other educational institution, or any Governmental Entity, were used in
the development of any IP Rights that are purported to be owned by and material to the Current Company Business.

 (h)
 Source Code . The Company and its Subsidiaries
possess the source code for all versions of Software owned by the Company and its Subsidiaries that is material to the Current Company
Business (“ Company Software ”), together with such documentation as is reasonably necessary to enable competent programmers
to maintain, support, further develop, and otherwise modify the Company Software. Neither the Company nor any of its Subsidiaries has
licensed, disclosed or delivered, or permitted the disclosure or delivery, or is required to provide or otherwise make available, to
any escrow agent or other Person, any source code for the Company Software, except for disclosures to employees, contractors, service
providers, or consultants who require access to such source code to provide services to the Company and its Subsidiaries under written
agreements that contain reasonable prohibitions on the use or disclosure of such source code except in the performance of services for
the Company and its Subsidiaries.

 - 28 -

 (i)
 Open Source . The Company and its Subsidiaries
are in compliance in all material respects with the terms and conditions of all licenses for the Open Source Software to which they are
subject. Except as would not reasonably be expected to be material to the Company and its Subsidiaries, none of the Company or any of
its Subsidiaries has incorporated Open Source Software into a Company Offering in any manner that would, with respect to any Software
incorporated into such Company Offering (other than the Open Source Software itself), (i) require disclosure, licensing or distribution
thereof in source code form, (ii) require the licensing thereof for the purpose of making derivative works, (iii) permit the decompilation,
disassembly, or reverse engineering of any Company Offering, or (iv) impose any restriction on the consideration to be charged for the
distribution thereof.

 (j)
 IT Systems . The Company IT Systems are in good
working condition, operate in all material respects as required for the conduct of the Current Company Business, and have not materially
malfunctioned or failed since the Lookback Date. The Company and its Subsidiaries have in place commercially reasonable measures to protect
the availability and integrity of the Company IT Systems and commercially reasonable data back-up and storage, business continuity and
disaster recovery plans, policies and procedures.

 (k)
 Artificial Intelligence . Except as would not
reasonably be expected to be material to the Company and its Subsidiaries, the Company and its Subsidiaries comply with applicable Law
with respect to their use of artificial intelligence and machine learning technologies, and maintain and implement commercially reasonable
policies and measures to ensure the ethical and responsible use of such technologies, including to identify and mitigate bias in training
data or in the algorithmic models used therein, and to avoid infringement or other violation of IP Rights or other rights of third parties.

 3.11
 Privacy and Information Security .

 (a)
 Since the Lookback Date, except in each case as would
not reasonably be expected to be material to the Company and its Subsidiaries, the Company and its Subsidiaries comply and have complied
with and, to the Company’s Knowledge, all third parties processing Personal Data on behalf of the Company and its Subsidiaries
(collectively, “ Data Partners” ) comply and have complied with (in the case of Data Partners, to the extent relating
to the processing of Personal Data on behalf of the Company and its Subsidiaries):

 (i)
the requirements of all applicable Laws and legally-binding guidance and industry standards governing privacy, data protection, or information
security, or the processing of Personal Data, including with respect to data breach notification, website and mobile application privacy
policies and practices, consumer protection, artificial intelligence, the processing and security of payment card information (including,
to the extent applicable, the Payment Card Industry Data Security Standard and other applicable card association rules), restrictions
on access to Personal Data or other protected information (including the DOJ DSP Rule), wiretapping, the interception of electronic communications,
the tracking or monitoring of online activity, and email, text message, or telephone communications (collectively, “ Privacy
Laws ”);

 - 29 -

 (ii)
all published policies, notices, and representations of the Company regarding privacy, information security, or the processing of
Personal Data (collectively, the “ Privacy Policies ”); and

 (iii)
the Company’s or any of its Subsidiaries’ obligations regarding privacy, data protection, or information security under any
Contract to which the Company or any of its Subsidiaries is a party (collectively (i) through (iii), the “ Privacy Requirements ”).

 (b)
 The execution and delivery of this Agreement by the
Company does not, and the consummation by the Company of the Merger will not, result in the Company and its Subsidiaries being in material
breach of any applicable Privacy Requirements or otherwise materially prohibit the transfer of Personal Data to the Buyer in any material
respect.

 (c)
 The Company and its Subsidiaries have, and except as
would not reasonably be expected to be material to the Company and its Subsidiaries, have required all Data Partners to have, at all
times since the Lookback Date, taken commercially reasonable technical, physical, and organizational measures and have implemented and
enforced a written information security program, in each case, compliant with applicable Privacy Requirements designed to protect Personal
Data, their material confidential information, and the IT systems used by the Company and its Subsidiaries, against Security Incidents.
The Company and its Subsidiaries regularly test their written information security program by conducting security audits, penetration
tests, and/or vulnerability scans, and the Company and its Subsidiaries have not identified any high- or critical-severity vulnerabilities
that have not been remediated in all material respects. Except as would not reasonably be expected to be material to the Company and
its Subsidiaries, since the Lookback Date, neither the Company nor its Subsidiaries, or, to the Knowledge of the Company, any Data Partner
processing Personal Data on behalf of the Company, has experienced any Security Incident.

 (d)
 Since the Lookback Date and except as would not reasonably
be expected to be material to the Company and its Subsidiaries, in relation to any Security Incident and/or violation of a Privacy Requirement,
(i) the Company and its Subsidiaries have not notified or been required by applicable Privacy Requirements to notify any Person, and
(ii) there have been no Actions, notices, inquiries, requests, claims, complaints, written correspondence or other communications received
by the Company or its Subsidiaries in writing from any Person, and, to the Knowledge of the Company, neither the Company nor any of its
Subsidiaries have been the subject of any investigation by any Governmental Entity.

 3.12
 Material Contracts .

 (a)
 Section 3.12(a) of the Disclosure Letter sets
forth a list of all of the Material Contracts. The Company has Made Available a true, complete and correct copy of each Material Contract
(and all amendments or modifications thereto) as of the Agreement Date (other than associated purchase orders, work orders or other similar
documents or ancillary agreements, schedules or other documents executed in the Ordinary Course of Business, which, in each case, are
not required to be listed but will still be deemed to be “Material Contracts” hereunder) that has not expired, been terminated
or been superseded. For purposes of this Agreement, “ Material Contract ” means the IP Agreements and each of the following
Contracts pursuant to which the Company or any of its Subsidiaries is a party, in each case, as of the Agreement Date, excluding the
Excluded Contracts and any Contracts related to loans made by the Company or any of its Subsidiaries in the Ordinary Course of Business
(the “ Excluded Loans ”):

 (i)
each Contract with a Large Supplier;

 - 30 -

 (ii)
each Contract evidencing Indebtedness of the type described in clause (a) of the definition thereof of the Company or any of its Subsidiaries;

 (iii)
each Contract that contains a covenant expressly limiting in any material respect either (A) the type of business in which the Company
or any of its Subsidiaries may engage, or (B) the locations in which any of them may so engage any business, excluding, in each case
of (A) and (B), employee non-solicitation, non-hire or similar restrictions;

 (iv)
each Contract establishing a joint venture or a legal partnership;

 (v)
each Contract (A) granting most favored nation pricing or (B) containing any right of first refusal, right of first negotiation or right
of first offer, in each case of (A) and (B), in favor of a party other than the Company or one of its Subsidiaries;

 (vi)
each Contract entered into for the resolution or settlement of any Action pursuant to which (A) the Company or any of its Subsidiaries
has continuing material obligations (excluding, for the avoidance of doubt, routine obligations undertaken in connection with the settlement
of an Action), or (B) that involved a payment by the Company or any of its Subsidiaries of more than $100,000 and was entered into on
or after January 1, 2026;

 (vii)
each Contract to effect the acquisition or disposition of material assets (excluding the acquisition or disposition of real estate that
was secured by a loan in default in the Ordinary Course of Business) or any equity interest in any business enterprise by the Company
or any of its Subsidiaries outside the Ordinary Course of Business;

 (viii)
any Contract with any employee, individual independent contractor or other individual service provider (or single-member entity service
provider) providing for (A) cash compensation in excess of $300,000 per year or (B) any severance, termination or notice payments or
benefits upon a termination of the applicable service provider’s employment or other service with the Company or any Subsidiary
thereof;

 (ix)
each Contract under which the Company or any of its Subsidiaries has any obligation to make a capital contribution to or purchase any
securities of any Person;

 (x)
each Lease;

 (xi)
each Contract requiring (i) payments by the Company and its Subsidiaries in excess of $1,000,000 per annum or (ii) payments to the Company
and its Subsidiaries in excess of $1,000,000 per annum, in each case other than (x) contracts cancelable, without material penalty, by
the Company or any of its Subsidiaries on ninety (90) days’ or less notice or (y) other than any contract described in any other
subsection of this Section 3.12 ;

 - 31 -

 (xii)
all Contracts for capital expenditures by the Company or any of its Subsidiaries, for which there is an outstanding amount of unpaid
obligations or commitments in excess of $1,000,000;

 (xiii)
all Contracts relating to joint ventures, partnerships, profit sharing or similar agreements relating to the Company or any of its Subsidiaries;

 (xiv)
all Contracts that include a swap, option, hedge, future or similar arrangement or that include a factoring or similar arrangement;

 (xv)
each Contract that is a Collective Bargaining Agreement to which the Company or any of its Subsidiaries is a party, bound, or otherwise
subject;

 (xvi)
any Affiliate Transaction;

 (xvii)
all Contracts containing a present or potential obligation to pay a…

EX-10.1 · ex10-1.htm

EX-10.1
 3
 ex10-1.htm
 EX-10.1

 Exhibit 10.1

 Execution Version

 BANK
 OF AMERICA, N.A.

 BOFA
 SECURITIES, INC.

 One
 Bryant Park

 New
 York, NY 10036

 BARCLAYS

 745
 Seventh Avenue

 New
York, NY 10019

 CONFIDENTIAL

 June
10, 2026

 Figure
Technology Solutions, Inc.

 650
California Street, Suite 2700

 San
Francisco, CA 94108

 Attention:
Macrina Kgil, CFO

 project
mason

 $600
Million Unsecured 364-Day Bridge Loan Facility

Commitment Letter

 Ladies
and Gentlemen:

 Figure
Technology Solutions, Inc., a Nevada corporation (the “ Borrower ” or “ you ”), has advised
Bank of America, N.A. (“ BANA ”) and BofA Securities, Inc. (or any of its designated affiliates, “ BofA
Securities ”, and, together with BANA, “ BofA ”) and Barclays Bank PLC (“ Barclays ”
and, together with BofA, each, a “ Commitment Party ” and, collectively, the “ Commitment Parties ”,
“ we ” or “ us ”) that you, through one or more of your direct or indirect subsidiaries,
intend to acquire (the “ Acquisition ”), directly or indirectly, Kiavi Inc. and certain loans, origination platforms
and servicing assets of Kiavi Inc. and Kiavi Funding Inc. (or any successor entity thereof) (the “ Acquired Business ”),
a Delaware corporation (the “ Seller ” and, including its subsidiaries, the “ Seller Group ” ).
You have further advised us that, in connection with the foregoing, you intend to consummate the Transactions (such term and each other
capitalized term used but not defined in this letter agreement (this “ Commitment Letter ”) shall have the meaning
assigned to such term in the Summary of Principal Terms attached hereto as Exhibit A (the “ Term Sheet ”).

 You
have further advised us that, in connection therewith, (a) the Borrower and/or one or more of its subsidiaries will seek to issue unsecured
notes to replace or refinance the Bridge Facility (the “ Unsecured Notes ”) pursuant to one or more Rule 144A/Regulation
S offerings or other private placement transactions, which Unsecured Notes shall generate aggregate proceeds of not less than $600 million
and/or (b) to the extent all or any portion of the Unsecured Notes is not issued, or the proceeds thereof are not made available to you,
in each case, prior to the Closing Date, the Borrower may borrow up to $600 million in aggregate principal amount of bridge loans under
the bridge facility (the “ Bridge Facility ”) described in the Term Sheet. The “ Closing Date ”
shall be the date on which the Acquisition is consummated and the initial funding under the Bridge Facility occurs (if applicable).

 1. Commitments.

 In
connection with the foregoing, BANA and Barclays (collectively, the “ Initial Lenders ”) are pleased to advise
you of their several, but not joint, commitment to provide the principal amount of the Bridge Facility as set forth opposite such Initial
Lender’s name in Schedule I hereto, in each case, (i) upon the terms set forth in this Commitment Letter and (ii)
subject only to the conditions set forth on Exhibit B (the “ Conditions Exhibit ”); provided
 that the amount of the Bridge Facility and the aggregate commitment of the Initial Lenders thereunder shall be automatically reduced
on a ratable basis among the Initial Lenders, without duplication, by the aggregate amount of net cash proceeds received by the Borrower
and/or one or more of its subsidiaries on or prior to the Closing Date from the issuance of any Unsecured Notes or from the incurrence
of any Alternative Bank Facility (as defined below) (including, for the avoidance of doubt, proceeds from the issuance of any Unsecured
Notes that are funded into escrow; provided that, in the case of any such cash proceeds deposited into an escrow account pending
the closing of the Acquisition, only to the extent that the release of such cash proceeds from escrow are no more onerous than the conditions
set forth in the Conditions Exhibit ) .

 2. Titles
and Roles.

 It
is agreed that (a) BofA Securities and Barclays will act as joint lead arrangers and bookrunners for the Bridge Facility (in such capacities,
as applicable, the “ Lead Arrangers ” or the “ Bookrunners ”) and (b) BANA will act as
the sole administrative agent for the Bridge Facility (in such capacity, the “ Agent ”), in each case, upon the
terms set forth in this Commitment Letter and subject solely to the applicable conditions set forth in the Conditions Exhibit .
We, in such capacities, will perform the duties and exercise the authority customarily performed and exercised by us in such roles. Except
as set forth below, you agree that no other titles will be awarded and no compensation (other than that expressly contemplated by this
Commitment Letter and the Fee Letters referred to below) will be paid to any Lender (as defined below) in order to obtain its commitment
to participate in the Bridge Facility unless you and we shall so agree.

 Notwithstanding
the foregoing, it is understood and agreed that you may, on or prior to the date that is ten (10) Business Days (as defined in the Purchase
Agreement in effect as of the date hereof) following the Signing Date, appoint additional lead arrangers and bookrunners in respect of
the Bridge Facility (any such additional lead arranger or bookrunner, an “ Additional Commitment Party ”) in
a manner and with economics determined by you (it being agreed that (a) you may not allocate more than 20% of the economics in respect
of the Bridge Facility to the Additional Commitment Parties (or their affiliates); provided that neither Barclays nor any Additional
Commitment Party may receive an equivalent or greater proportion of the total economics in respect of the Bridge Facility than the proportion
of the total economics received by BofA (measured exclusive of any agency fee payable to BofA in its role as administrative agent under
the Bridge Facility) with respect to the Bridge Facility; provided further , that no Additional Commitment Party may receive an
equivalent or greater proportion of the total economics of the Bridge Facility than the proportion of the total economics with respect
to the Bridge Facility received by Barclays (or its applicable affiliate) with respect to the Bridge Facility, (b) each Additional Commitment
Party (or its affiliate) shall commit to provide a portion of the Bridge Facility that is equal to (or greater than) the proportion of
the total economics allocated to such Additional Commitment Party (or its affiliates) in respect thereof, and (c) to the extent you appoint
(or confer titles on) any Additional Commitment Party, the economics allocated to, and the commitment amounts of, the persons that are
the Commitment Parties on the date hereof in respect of such Bridge Facility will be reduced (ratably as among such Commitment Parties)
by the amount of the economics allocated to, and the commitment amount of, such Additional Commitment Party (or its affiliate)), in each
case, upon the execution and delivery by such Additional Commitment Party of customary joinder documentation reasonably acceptable to
you and us and, thereafter, such Additional Commitment Party shall constitute a “Commitment Party”, an “Initial Lender”,
“Lead Arranger” and/or “Bookrunner”, as applicable, under this Commitment Letter and under the Bridge Fee Letter.
The commitments and other obligations hereunder of the Commitment Parties shall be several and not joint.

 You
agree that (i) BofA will have “left side” designation and shall appear on the top left of any Information Materials (as defined
below) and all other offering or marketing materials in respect of the Bridge Facility and (ii) Barclays will have placement immediately
to the “right” of BofA in any Information Materials and all other offering or marketing materials in respect of the Bridge
Facility.

 2

 3. Syndication.

 The
Lead Arrangers reserve the right, prior to and/or after the execution of definitive documentation for the Bridge Facility (the “ Bridge
Facility Documentation ”) to syndicate all or a portion of the Initial Lenders’ commitments with respect to the Bridge
Facility to a group of banks, financial institutions and other institutional lenders (together with the Initial Lender, the “ Lenders ”)
identified by the applicable Lead Arrangers in consultation with you and reasonably acceptable to you with respect to both the identity
of such Lender and the amount of such Lender’s commitments (such acceptance not to be unreasonably withheld, delayed or conditioned);
 provided that (a) we will not syndicate our commitments to (i) certain banks, financial institutions and other institutional lenders
that have been specified to BofA by you in writing by name prior to the Signing Date (or, after the Signing Date and on or prior to the
Closing Date, subject to BofA’s consent (not to be unreasonably withheld, delayed or conditioned)), (ii) those persons who are
competitors of the Borrower and its subsidiaries or of the Seller Group that are separately identified in writing by you to BofA by name
(or, after the Closing Date, to the Administrative Agent) from time to time, and (iii) in the case of each of clauses (i) and (ii), any
of their affiliates (other than any bona fide debt funds) that are either (x) identified in writing by you from time to time or (y) clearly
identifiable on the basis of such affiliates’ names (the persons referred to in clauses (i), (ii) and (iii) above, collectively,
“ Disqualified Lenders ”); provided, further , that any such designation shall not apply retroactively
to any prior assignment or participation made to any Lender that was permitted hereunder at the time of such assignment or participation,
and (b) notwithstanding the right of the Initial Lenders to syndicate the Bridge Facility and receive commitments with respect thereto
(or enter into participations with respect to their commitments under the Bridge Facility), other with respect to the assignment of Commitments
to Additional Commitment Parties as set forth in Section 2 hereof, (i) no Initial Lender shall be relieved, released or novated from
its obligations hereunder (including the obligation to fund the Bridge Facility if all applicable conditions thereto set forth on the
 Conditions Exhibit have been satisfied or waived on the Closing Date) in connection with any syndication, assignment or
participation of the Bridge Facility, including its commitments in respect thereof, until after the Closing Date has occurred, (ii) no
assignment or novation by any Initial Lender shall become effective as between you and such Initial Lender with respect to all or any
portion of such Initial Lender’s commitments in respect of the Bridge Facility until the initial funding of the Bridge Facility
has occurred and (iii) unless you otherwise agree in writing, each Initial Lender shall retain exclusive control over all rights and
obligations with respect to its commitments in respect of the Bridge Facility, including all rights with respect to satisfaction with
closing conditions, consents, modifications, supplements, waivers and amendments, until the Closing Date has occurred.

 Without
limiting your obligations to assist with syndication efforts as set forth herein, it is understood that the Initial Lenders’ commitments
hereunder are not conditioned upon the syndication of, or receipt of commitments in respect of, the Bridge Facility and in no event shall
successful completion of syndication of the Bridge Facility constitute a condition to the availability of the Bridge Facility on the
Closing Date. We intend to commence syndication efforts promptly upon the execution of this Commitment Letter, and you agree to actively
assist us in completing a syndication reasonably satisfactory to you and us until the earlier of (x) 45 days after the Closing Date and
(y) the date on which both the Initial Lenders and their respective affiliates hold no more than $0 of the Bridge Facility (such earlier
date, the “ Syndication Date ”). Such assistance shall include (a) your using commercially reasonable efforts
to ensure that any syndication efforts benefit from your existing lending and investment banking relationships, (b) direct contact between
appropriate members of senior management, representatives and advisors of you and the proposed lenders, in all such cases at times and
locations mutually agreed upon, (c) assistance by you in the preparation of a customary confidential information memorandum and a customary
lender presentation for the Bridge Facility and other customary marketing materials and presentations reasonably requested by us in connection
with the syndication (the “ Information Materials ”), (d) your providing or causing to be provided customary
financial information and projections (the “ Projections ”) for you and your subsidiaries, (e) your preparing
and providing to the Commitment Parties all other customary and reasonably available information reasonably requested and deemed necessary
by the Lead Arrangers to complete such syndication with respect to you and your subsidiaries and the Transactions, (f) using your commercially
reasonable efforts to procure at your expense, promptly after the Signing Date and prior to the launch of syndication, public corporate
credit rating from Standard & Poor’s Ratings Service (“ S&P ”) and the public corporate family
rating from Moody’s Investors Service, Inc. (“ Moody’s ”), in each case with respect to the Borrower
after giving effect to the Transactions (it being understood that, in each case, no specific ratings need to be obtained), (g) the hosting,
with the Lead Arrangers, of a reasonable number of meetings (which, for the avoidance of doubt, shall include one or more meetings, as
may be necessary) with prospective lenders at mutually agreed times and venues, with reasonable advance notice (which meetings may be
held virtually) and (h) (i) until the Syndication Date, ensuring that you and your subsidiaries (other than (A) Figure Certificate Company,
(B) any non-controlled subsidiaries, (C) any broker dealer, financial advisor, transfer agent or other regulated subsidiaries, (D) any
securitization vehicles, special purpose entities or trusts or other entities involved in issuing or incurring mortgage-backed notes,
REIT, HELOC or other warehouse credit facilities or similar financings or (E) any subsidiaries engaged in lending or related activities
(collectively “ Limited Purpose Entity ”), will not have any new issues of debt securities or new commercial
bank or other new credit facilities (other than (1) the Unsecured Notes and any credit facility subject to the mandatory prepayment set
forth in Exhibit A, (2) the Bridge Facility, (3) intracompany indebtedness of you and your subsidiaries, (4) other indebtedness that
is reasonably agreed to by you and the Commitment Parties, (5) indebtedness incurred in the ordinary course of business or consistent
with past or industry practice, including any extensions of credit under existing debt facilities or any loans or facilities secured
by digital assets or mortgage servicing rights, any repo facility or credit line in connection with risk retention rules or any on-chain
or decentralized, blockchain-based financings or borrowings (the items under this clause (5), the “ Ordinary Course Financing ”)
or (6) any loan facility, credit facility, commercial bank financing or other bank or institutional facility arranged by the Commitment
Parties or their respective affiliates as an alternative transaction to the Unsecured Notes (an “ Alternative Bank Facility ”),
being announced, offered, placed or arranged without the consent of the Commitment Parties (not to be unreasonably withheld, delayed
or conditioned), if such issuance, offering, placement or arrangement would reasonably be expected to materially impair the primary syndication
of the Bridge Facility (it being understood that deferred purchase price obligations and ordinary course working capital, revolving or
liquidity facilities and ordinary course capital lease, purchase money and equipment financings shall be permitted). Notwithstanding
anything to the contrary contained in this Commitment Letter or the Fee Letters (as defined below) or any other letter agreement or undertaking
concerning the financing of the Transactions to the contrary, none of (x) your obligations to assist with the syndication efforts as
provided herein, (y) the receipt of ratings referred to in clause (f) above, nor (z) the commencement, conduct or completion of such
syndication shall constitute a condition to the commitments hereunder or the availability or funding of the Bridge Facility on the Closing
Date. For the avoidance of doubt, you will not be required to provide any information to the extent that the provision thereof would
violate any law, rule or regulation, or any obligation of confidentiality binding upon (so long as such obligations are not entered into
in contemplation of this Commitment Letter), or waive any privilege that may be asserted by, you, the Seller or any of your or their
respective subsidiaries or affiliates (in which case you agree to use commercially reasonable efforts to describe, to the extent both
feasible and permitted under applicable law, rule, regulation or confidentiality obligation, or without waiving such privilege, as applicable,
the applicable information, and otherwise in all instances, to the extent practicable and not prohibited by applicable law, rule, regulation
or confidentiality obligation and without waiving such privilege, promptly notify us that information is being withheld pursuant to this
sentence). Notwithstanding anything herein to the contrary, the only financial statements that shall be required to be provided to the
Commitment Parties in connection with the syndication of the Bridge Facility shall be those required to be delivered pursuant to paragraphs
5 and 6 of the Conditions Exhibit .

 3

 You
agree, at the request of the Lead Arrangers, to assist in the preparation of a version of the Information Materials to be used in connection
with the syndication of the Bridge Facility, consisting exclusively of information and documentation that is (i) publicly available or
(ii) not material with respect to the Borrower, the Seller Group or its or their respective subsidiaries or any of their respective securities
for purposes of foreign, United States Federal and state securities laws (all such Information Materials being “ Public Lender
Information ”, and Lenders that do not wish to receive information other than Public Lender Information, each, a “ Public
Lender ”). Any information and documentation that is not Public Lender Information is referred to herein as “ Private
Lender Information ” and any Lender that is not a Public Lender is referred to herein as a “ Private Lender ”.
The information (to the extent customarily included in a confidential information memorandum for credit facilities substantially similar
to the Bridge Facility) to be included in the additional version of the Information Materials for Public Lenders will be substantially
consistent with the information included in any offering memorandum for the offering for the Unsecured Notes, subject to any differences
that may occur as a result of such information being presented at or as at differing dates. Before distribution of any Information Materials
to prospective lenders (other than the Initial Lenders), you agree to execute and deliver to the Lead Arrangers, (i) to the extent reasonably
requested by the Lead Arrangers, a customary letter in which you authorize distribution of the Information Materials to Lenders willing
to receive Private Lender Information and (ii) a separate customary letter in which you authorize distribution of Information Materials
containing solely Public Lender Information and represent to the Lead Arrangers that such Information Materials do not contain any Private
Lender Information, which letter shall in each case include a customary “10b-5” representation to the Lead Arrangers substantially
identical to the representations in Section 4 below (which representations shall not be qualified by knowledge). Each version of the
Information Materials shall (i) exculpate you, the Seller and your and its respective affiliates with respect to any liability related
to the misuse of such Information Materials or any related marketing materials by the recipients thereof and (ii) exculpate us and our
respective affiliates with respect to any liability related to the use or misuse of such Information Materials or any related marketing
materials by the recipients thereof.

 You
further agree, (a) at the request of the Lead Arrangers, to use your commercially reasonable efforts to identify Public Lender Information
by clearly and conspicuously designating the same as “PUBLIC” and (b) the Lead Arrangers shall be entitled to treat any Information
Materials that are not specifically identified as “PUBLIC” as being Private Lender Information. You acknowledge that the
following documents contain solely Public Lender Information (unless you notify us prior to their intended distribution that any such
document contains Private Lender Information) ( provided that such documents have been provided to you and your counsel for review
a reasonable period of time prior thereto): (i) drafts and final copies of the Bridge Facility Documentation, including term sheets;
(ii) administrative materials prepared by the Lead Arrangers for prospective lenders (such as a lender meeting invitation, bank allocation,
if any, and funding and closing memoranda); and (iii) notification of changes in the terms of the Bridge Facility. If you advise us in
writing (including by e-mail) that any of the foregoing items should be distributed only to Private Lenders, then the Lead Arrangers
will not distribute such materials to Public Lenders without your consent. We shall be entitled to treat any Information Materials that
are not specifically identified as “PUBLIC” as being suitable only for posting on a portion of the platform not designated
“Public Lenders” to which Public Lenders do not have access.

 4

 The
Lead Arrangers will manage all aspects of any syndication in consultation with you (subject to your consent rights as set forth in the
first paragraph of this Section 3 (not to be unreasonably withheld, delayed or conditioned)), including decisions as to the selection
of institutions to be approached (excluding Disqualified Lenders) and when they will be approached, when their commitments will be accepted,
which institutions will participate (excluding Disqualified Lenders), the allocation of the commitments among the Lenders, any naming
rights and the amount and distribution of fees among the Lenders.

 4. Information.

 You
hereby represent and warrant that ( provided that, in the case of information regarding (x) the Acquired Business prior to the
Closing Date and (y) the Seller Group or its other businesses at any applicable time, in each case, such representation and warranty
is made to your knowledge), (a) all written information (other than the Projections and other than information of a general economic,
forward-looking or industry-specific nature) (the “ Information ”) that has been or will be made available to
the Initial Lenders by or on behalf of you, the Seller Group or any of your or its respective representatives, when taken as a whole,
is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially
misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto)
and (b) the Projections that have been or will be prepared by or on behalf of you and made available to the Initial Lenders by or on
behalf of you or any of your representatives have been or will be prepared in good faith based upon assumptions that are believed by
you to be reasonable at the time made and at the time the related Projections are made available to the Initial Lenders (it being understood
that the Projections (i) are as to future events and are not to be viewed as facts and that actual results during the period or periods
covered by any such Projections may differ significantly from the projected results, and (ii) are subject to significant uncertainties
and contingencies, many of which are beyond your control, and that no assurance can be given that any particular Projections will be
realized and variances from the Projections may be material). In arranging and syndicating the Bridge Facility, we will be entitled to
use and rely on the Information and the Projections without responsibility for independent verification thereof. You agree that if, at
any time prior to the later of (x) the Closing Date and (y) the Syndication Date, you become aware that any of the representations in
the first sentence of this Section 4 (or to your knowledge with respect to the Acquired Business, the Seller Group and its other businesses),
would be incorrect in any material respect if the Information and Projections contained in the Information Materials were being furnished,
and such representations and warranties were being made, at such time, then you will (or with respect to (x) Information and Projections
concerning the Acquired Business prior to the Closing Date and (y) Information and Projections concerning the Seller Group or its other
businesses at any time, you will use commercially reasonable efforts to) promptly supplement the Information or the Projections, as applicable,
so that such representations are correct in all material respects under those circumstances (or, in the case of any Information or Projections
with respect to the Acquired Business, the Seller Group and its businesses, to your knowledge). The Lead Arrangers do not assume responsibility
for the accuracy or completeness of the Information or the Projections.

 5. Fees.

 As
consideration for each Initial Lender’s commitments hereunder, and our agreements to perform the services described herein, you
agree to pay to the Agent, the Lead Arrangers and the Initial Lenders the fees set forth in (i) this Commitment Letter (including the
Term Sheet), (ii) that certain fee letter, dated the date hereof, among you and the Commitment Parties and delivered herewith with respect
to the Bridge Facility (the “ Bridge Fee Letter ”) and (iii) one or more other fee letters dated the date hereof
among you and one or more of the Commitment Parties executed in reference to this Commitment Letter (and, together with the Bridge Fee
Letter, the “ Fee Letters ”), in each case, on the terms set forth herein and therein.

 6. Conditions
Precedent.

 The
Initial Lenders’ commitments hereunder to fund the Bridge Facility on the Closing Date are subject solely to the applicable conditions
set forth in the Conditions Exhibit , and upon satisfaction (or waiver by the applicable Initial Lenders) of such conditions,
the initial funding of the Bridge Facility shall occur (after giving effect to any commitment terminations and reduction as set forth
in the proviso of Section 1 above); it being understood that there are no conditions (implied or otherwise) to the commitments hereunder,
including compliance with the terms of this Commitment Letter, the Fee Letters and the Bridge Facility Documentation, other than those
that are expressly stated in the Conditions Exhibit .

 5

 Notwithstanding
anything in this Commitment Letter (including each of the exhibits hereto), the Fee Letters or the Bridge Facility Documentation or any
other agreement or undertaking related to the Bridge Facility to the contrary, (a) the only representations and warranties, the accuracy
of which shall be a condition to the availability and initial funding of the Bridge Facility on the Closing Date, shall be (i) such of
the representations and warranties made by the Seller Group in the Purchase Agreement as are material to the interests of the Lenders
(in their capacities as such), but only to the extent that you have (or an affiliate of yours has) the right (taking into account any
applicable cure provisions) to terminate, your (or its) obligations under the Purchase Agreement as a result of the failure of such representations
and warranties to be accurate or the right to decline to consummate the Acquisition (in each case, in accordance with the terms thereof
and without resulting in (x) the payment of any fees, liquidated damages or other amounts under the Purchase Agreement in accordance
with the Purchase Agreement or (y) liability to you or such affiliate as a result of a breach of such representations) due to the failure
of such representations and warranties (the “ Purchase Agreement Representations ”) to be accurate and (ii) the
Specified Representations (as defined below) and (b) the terms of the Bridge Facility Documentation shall be in a form such that they
do not impair the availability of the Bridge Facility on the Closing Date if the applicable conditions set forth in the Conditions
Exhibit are satisfied or waived by the Initial Lenders. For purposes hereof, “ Specified Representations ”
means the representations and warranties set forth in the Bridge Facility Documentation made with respect to the Borrower and the Guarantors
relating to corporate or other organizational existence, organizational power and authority (as it relates to due authorization, execution
and delivery of the Bridge Facility Documentation), due authorization, execution and delivery, in each case only as they relate to the
entering into and performance of the Bridge Facility Documentation; the enforceability of the Bridge Facility Documentation; Federal
Reserve margin regulations; the PATRIOT Act (as defined below); use of proceeds not in violation of the U.S. Treasury’s Office
of Foreign Assets Control (“ OFAC ”) regulations, the U.S. Foreign Corrupt Practices Act (the “ FCPA ”)
and other applicable sanctions, anti-terrorism, anti-money laundering and anti-corruption laws; the Investment Company Act; no conflicts
between the Bridge Facility Documentation and the organizational documents of the Borrower and the Guarantors (in each case, only as
they relate to the entering into and performance of the Bridge Facility Documentation); and solvency of Borrower and its subsidiaries
on a consolidated basis as of the Closing Date (defined in a manner consistent with the form of solvency certificate attached hereto
as Exhibit C ). This paragraph, and the provisions herein, shall be referred to as the “ Certain Funds Provision ”.
Without limiting the conditions precedent provided herein to funding the consummation of the Acquisition with the proceeds of the Bridge
Facility, the Commitment Parties will cooperate with you as reasonably requested in coordinating the timing and procedures for the funding
of the Bridge Facility, if applicable, in a manner consistent with the Purchase Agreement.

 7. Indemnification;
Expenses.

 You
agree:

 (a)
to indemnify and hold harmless the Commitment Parties and their respective affiliates and their and their affiliates’ respective
officers, directors, employees, agents, advisors, representatives, controlling persons and members, partners and successors and permitted
assigns (each a “ Representative ”) of each of the foregoing (each, an “ Indemnified Person ”),
from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such Indemnified Person
may become subject arising out of or in connection with this Commitment Letter, the Fee Letter, the Purchase Agreement, the Transactions,
the Bridge Facility or any other transactions related to the foregoing or any claim, litigation, investigation or proceeding (each, an
“ Action ”) relating to any of the foregoing, regardless of whether any such Indemnified Person is a party to
such Action (and regardless of whether such Action is initiated by a third party, the Borrower, the Seller or any of its respective affiliates
or equity holders), and to reimburse each such Indemnified Person, within 30 days following receipt of a written request therefor together
with customary backup documentation in reasonable detail, for any reasonable and documented legal or other out-of-pocket expenses incurred
in connection with investigating or defending any such Action (but limited, in the case of legal fees and expenses, to one counsel for
all Indemnified Persons taken as a whole and, if reasonably necessary, a single local counsel for all Indemnified Persons taken as a
whole in each relevant material jurisdiction (which may be a single local counsel acting in multiple material jurisdictions) and, solely
in the case of an actual or perceived conflict of interest between Indemnified Persons where the Indemnified Persons affected by such
conflict inform you of such conflict, one additional counsel in each relevant material jurisdiction to each group of affected Indemnified
Persons similarly situated, taken as a whole); provided that the foregoing indemnity will not, as to any Indemnified Person, apply
to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable judgment of a court
of competent jurisdiction to have resulted from (i) the willful misconduct, bad faith or gross negligence of such Indemnified Person
or any Representative of such Indemnified Person, (ii) a material breach of the obligations of such Indemnified Person or any such Indemnified
Person’s affiliates under this Commitment Letter, the Fee Letter or the Bridge Facility Documentation or (iii) any Action that
is brought by an Indemnified Person against any other Indemnified Person (other than any Action against an arranger, bookrunner or agent
under the Bridge Facility acting in its capacity as such or any claims arising out of an act or omission on the part of you or any of
your respective affiliates) ( provided that each Indemnified Person agrees (by accepting the benefits hereof) to refund and return
any and all amounts paid by you to such Indemnified Person to the extent such Indemnified Person is found by a court of competent jurisdiction
in a final and non-appealable judgment not to have been entitled to payment of such amounts in accordance with any of the foregoing items
described in clauses (i), (ii) or (iii) occurs), and

 6

 (b)
whether or not the Transactions are consummated or whether or not the Closing Date occurs, to reimburse the Commitment Parties on the
Closing Date to the extent an invoice therefor (together with customary backup documentation in reasonable detail) is received by at
least two business days prior to the Closing Date or, if invoiced (together with customary backup documentation in reasonable detail)
after such date or after the commitments set forth in this Commitment Letter are terminated, within 30 days thereafter, for all reasonable
and documented out-of-pocket expenses (including, but not limited to, (i) expenses of the Commitment Parties’ due diligence investigation,
(ii) syndication expenses, and (iii) travel expenses but limited, in the case of legal fees and expenses, to the reasonable and documented
fees, disbursements and charges of one counsel to the Commitment Parties identified in the Term Sheet, and, if necessary, of a single
local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) incurred
by the Commitment Parties solely in connection with the Bridge Facility and the preparation and negotiation of this Commitment Letter,
the Fee Letters, the Bridge Facility Documentation and any related definitive documentation (collectively, the “ Expenses ”).

 You
shall not be liable for any settlement of any Action effected without your prior written consent (such consent not to be unreasonably
withheld or delayed), but, if settled with your prior written consent or if there is a final judgment in any such Action, you agree to
indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by
reason of such settlement or final judgment in accordance with this Section 7. You shall not, without the prior written consent of an
Indemnified Person (which consent shall not be unreasonably withheld or delayed in the case of any third-party Action), effect any settlement
of any Action in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (x) includes
an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such Actions and (y)
does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of such Indemnified Person.
Notwithstanding the foregoing, each Indemnified Person shall be obligated to refund or return any and all amounts paid by you under this
Section 7 to such Indemnified Person for any losses, claims, damages, liabilities and expenses to the extent such Indemnified Person
is found by a court of competent jurisdiction in a final and non-appealable judgment not to have been entitled to payment of such amounts
in accordance with the terms hereof.

 You
acknowledge that we may receive a future benefit on matters unrelated to this matter, including, without limitation, discount, credit
or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us,
including without limitation fees paid pursuant hereto.

 7

 8. Sharing
Information; Absence of Fiduciary Relationship; Affiliate Activities.

 Consistent
with the Commitment Parties’ policies to hold in confidence the affairs of their customers, the Commitment Parties will not furnish
confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or their other relationships
with you to other companies. You acknowledge that we do not have any obligation to use in connection with the transactions contemplated
by this Commitment Letter, or to furnish to you, confidential information obtained by us or any of our respective affiliates from other
companies. The Commitment Parties may have economic interests that conflict with yours or those of your equity holders or affiliates.
You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and the Commitment Parties or their
respective affiliates is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter
(or the Fee Letters, including the exercise of rights and remedies hereunder or thereunder), irrespective of whether the Commitment Parties
or their respective affiliates have advised or are advising you on other matters, (b) the transactions contemplated by this Commitment
Letter and the Fee Letters (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial
transactions between the Commitment Parties and their respective affiliates, on the one hand, and you, on the other hand, that does not
directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Commitment Parties or their respective
affiliates, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the
transactions contemplated by this Commitment Letter, (d) you have been advised that the Commitment Parties and their respective affiliates
are engaged in a broad range of transactions that may involve interests that differ from your interests and that the Commitment Parties
and their respective affiliates have no obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory
or agency relationship and (e) you waive, to the fullest extent permitted by law, any claims you may have against the Commitment Parties
or their respective affiliates for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Commitment Parties
and their respective affiliates shall have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim
or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors,
in each case in connection with the Transactions. Additionally, you acknowledge and agree that the Commitment Parties are not advising
you as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction (including, without limitation, with respect
to any consents needed in connection with the transactions contemplated hereby other than as Financial Advisor). You shall consult with
your own advisors concerning such matters to the extent you deem appropriate and shall be responsible for making your own independent
investigation and appraisal of the transactions contemplated hereby (including, without limitation, with respect to any consents needed
in connection therewith), and the Commitment Parties and their respective affiliates shall have no responsibility or liability to you
with respect thereto. Any review by the Commitment Parties or their respective affiliates of the Borrower or any of its subsidiaries,
the Seller Group, the Transactions, the other transactions contemplated hereby or other matters relating to such transactions will be
performed solely for the benefit of the Commitment Parties and their respective affiliates and shall not be on behalf of you or any of
your affiliates.

 You
further acknowledge that the Commitment Parties and their respective affiliates are full-service securities firms engaged in securities
trading and brokerage activities as well as providing investment banking and other financial services, including to other companies in
respect of which you may have conflicting interests. In the ordinary course of business, the Commitment Parties and their respective
affiliates may provide investment banking and other financial services to, and/or acquire, hold or sell, for their own accounts and the
accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of you,
the Borrower, the Seller Group and other companies with which you, the Borrower, or the Seller Group may have commercial or other relationships.
Although the Commitment Parties in the course of such other activities and relationships may acquire information about the transactions
contemplated by this Commitment Letter or other entities and persons that may be the subject of the financing contemplated by this Commitment
Letter, the Commitment Parties shall have no obligation to disclose such information, or the fact that the Commitment Parties are in
possession of such information, to you or any of your affiliates or to use such information on your or your affiliates’ behalf.
With respect to any securities and/or financial instruments so held by the Commitment Parties and their respective affiliates or any
of their customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised
by the holder of the rights, in its sole discretion.

 Each
of the parties hereto acknowledges that one or more of the Initial Lenders, or their respective affiliates, may be retained as a financial
advisor (in each case, a “ Financial Advisor ”) in connection with the Acquisition and the Transactions. Each
of the parties hereto acknowledges (i) the retention of such Financial Advisor and (ii) that such relationship does not create any fiduciary
duties or fiduciary responsibilities to such Initial Lender (or one or more of its affiliates) on the part of any Financial Advisor or
its affiliates. You acknowledge that we shall not be imputed to have knowledge of confidential information provided to or obtained by
any Initial Lender (or one or more of its affiliates) in its capacity as a Financial Advisor, and we shall not be under any obligation
pursuant to this Commitment Letter to furnish to you any information any Initial Lender (or one or more of its affiliates) may possess
in its capacity as a Financial Advisor.

 8

 9. Assignments;
Amendments; Governing Law, Etc.

 This
Commitment Letter and the commitments hereunder shall not be assignable by any party hereto without the prior written consent of the
other parties hereto (and any attempted assignment without such consent shall be null and void), is intended to be solely for the benefit
of the parties hereto (and Indemnified Persons and Exculpated Persons), and is not intended to confer any benefits upon, or create any
rights in favor of, any person other than the parties hereto (and Indemnified Persons and Exculpated Persons); provided that,
notwithstanding the foregoing, Additional Commitment Parties may become Commitment Parties hereunder as expressly contemplated by Section
2 hereof. Any and all obligations of, and services to be provided by, us hereunder (including, without limitation, the Initial Lenders’
commitments) may be performed and any and all of our rights hereunder may be exercised by or through any of our respective affiliates
or branches and, in connection with such performance or exercise, we may exchange with such affiliates or branches information concerning
you and your affiliates that may be the subject of the transactions contemplated hereby and, to the extent so employed, such affiliates
and branches shall be entitled to the benefits afforded to us hereunder; provided that nothing in this Commitment Letter shall
relieve us of any of our obligations hereunder. This Commitment Letter may not be amended or any provision hereof waived or modified
except by an instrument in writing signed by us and you.

 This
Commitment Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken
together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile
or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. For purposes hereof, the words
“execution,” “execute,” “executed,” “signed,” “signature” and words of like
import shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formulations on electronic
platforms, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided
for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Section headings used herein
are for convenience of reference only, are not part of this Commitment Letter and are not to affect the construction of, or to be taken
into consideration in interpreting, this Commitment Letter.

 You
acknowledge that information and documents relating to the Bridge Facility may be transmitted through SyndTrak, Intralinks, the Internet,
e-mail or similar electronic transmission systems, and that the Commitment Parties shall not be liable for any damages arising from the
unauthorized use by others of information or documents transmitted in such manner except to the extent such damages are found in a final,
non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct, bad faith or gross negligence
of the Commitment Parties. This Commitment Letter and the Fee Letters supersede all prior understandings, whether written or oral, between
you and us with respect to the Bridge Facility.

 You
agree that, notwithstanding any other provision of this Commitment Letter, none of we or you or any Exculpated Person, the Seller, or
any of its respective subsidiaries, shall have any liability for any special, indirect, consequential or punitive damages (including,
without limitation any loss of profits, business or anticipated savings) in connection with this Commitment Letter, the Fee Letters,
the Transactions (including the Bridge Facility and the use of proceeds thereunder), or with respect to any activities related to the
Bridge Facility, including the preparation of this Commitment Letter, the Fee Letters and the Bridge Facility Documentation; provided
that nothing contained in this paragraph shall limit your indemnity and reimbursement obligations to the extent such indirect, special,
punitive or consequential damages are included in any third-party claim with respect to which the applicable Indemnified Person is entitled
to indemnification under the first paragraph of Section 7. As used in this Section 9, “ Exculpated Person ” means
the Commitment Parties and their respective affiliates and their and their affiliates’ respective officers, directors, employees,
agents, advisors, representatives, controlling persons and members, partners and successors and permitted assigns of each of the foregoing.

 Each
of the parties hereto agrees that (i) this Commitment Letter is a binding and enforceable agreement (subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and
general principles of equity (whether considered in a proceeding in equity or law)) with respect to the subject matter contained herein,
including an agreement to negotiate in good faith the Bridge Facility Documentation by the parties hereto in a manner consistent with
this Commitment Letter, it being acknowledged and agreed that the funding of the Bridge Facility is subject only to the applicable conditions
precedent set forth in the Conditions Exhibit and (ii) each Fee Letter is a binding and enforceable agreement (subject
to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’
rights generally and general principles of equity (whether considered in a proceeding in equity or law)) of the parties thereto with
respect to the subject matter set forth therein.

 9

 This
Commitment Letter and any claim, controversy or dispute arising under or related to this Commitment Letter or the Fee Letters (including,
without limitation, any claims sounding in contract law or tort law arising out of the subject matter hereof) shall be governed by, and
construed in accordance with, the laws of the State of New York; provided,
however , that (a) the interpretation of the
definition of Company Material Adverse Effect (as defined in the Conditions Exhibit ) (and whether or not a Company Material
Adverse Effect has occurred), (b) the determination of the accuracy of any Purchase Agreement Representations and whether as a result
of any inaccuracy of any Purchase Agreement Representations you have (or an affiliate of yours has) the right (taking into account any
applicable cure provisions) to terminate your (or its) obligations under the Purchase Agreement as a result of the failure of such representations
to be accurate or the right to decline to consummate the Acquisition due to the failure of such representations to be accurate and (c)
the determination of (i) whether the Acquisition has been consummated in accordance with the terms of the Purchase Agreement and (ii)
the determination of the accuracy of any Purchase Agreement Representation and whether as a result of any inaccuracy thereof, a condition
to your (or your affiliates’) obligations to close under the Purchase Agreement has not been met or you (or your affiliates) have
the right (without regard to any notice requirement but giving effect to any applicable cure provisions) to terminate your (or your affiliates’)
obligations under the Purchase Agreement, in each case without regard to its rules of conflicts of law) shall, in each case, be governed
by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflicts
of law thereof (the matters referred to in this proviso, the “ Acquisition Related Matters ”).

 10. Jurisdiction.

 Each
of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction
of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and
any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee
Letters or the transactions contemplated hereby or thereby, and agrees that all claims in respect of any such suit, action or proceeding
may be heard and determined only in such New York State court or, to the extent permitted by law, in such Federal court, (b) waives,
to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letters or the transactions contemplated
hereby or thereby in any such New York State court or in any such Federal court, (c) waives, to the fullest extent permitted by law,
the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court and (d) agrees that a final
judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law.

 11. Waiver
of Jury Trial.

 Each
of the parties hereto irrevocably waives the right to trial by jury in any action, proceeding, claim or counterclaim brought by or on
behalf of any party related to or arising out of this Commitment Letter, the Fee Letters or the performance of services hereunder or
thereunder.

 10

 12. Confidentiality.

 This
Commitment Letter is delivered to you on the understanding that none of this Commitment Letter, the Fee Letters or any of their terms
or substance, nor the activities of the Commitment Parties pursuant hereto, shall be disclosed, directly or indirectly, to any other
person except (a) your affiliates and co-investors and the officers, directors, employees, attorneys, accountants or advisors of you
or any such person on a confidential basis, (b) pursuant to the order of any court or administrative agency in any pending legal or administrative
proceeding, or otherwise as required by applicable law or compulsory legal process (in which case you agree to inform us promptly thereof
to the extent lawfully permitted to do so), (c) if the Commitment Parties consent in writing to such proposed disclosure, which consent
shall not be unreasonably withheld, conditioned or delayed, (d) the Term Sheet and this Commitment Letter (but not the Fee Letters) may
be disclosed to any rating agency in connection with the Transactions, or (e) in connection with the enforcement of your rights hereunder;
 provided that you may disclose (i) this Commitment Letter and the contents hereof to the Seller and each of its officers, directors,
employees, attorneys, accountants, agents and advisors involved in the consideration of the Transactions on a confidential basis and
to equity investors involved in the consideration of the Transactions on a confidential basis; (ii) the Fee Letters, to the extent the
Fee Letters have been redacted with respect to the fee amounts, pricing and other economic terms (and otherwise in a manner reasonably
satisfactory to us) to the Seller and its officers, directors, employees, attorneys, accountants, agents and advisors involved in the
consideration of the Transactions, on a confidential basis; (iii) the aggregate fee amounts contained in the Fee Letters as part of Projections,
 pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions
to the Seller and its respective officers, directors, employees, attorneys, accountants and advisors involved in the consideration of
the Transactions, on a confidential basis, or to the extent customary or required in any offering and marketing materials for the Bridge
Facility or the Unsecured Notes or in any public filing relating to the Transactions; (iv) the Term Sheet and the other exhibits and
annexes to this Commitment Letter in any syndication of the Bridge Facility or other marketing efforts for debt to be used to finance
the Transactions; (v) you may disclose this Commitment Letter (but not the Fee Letters) and its contents in any registration statement,
proxy statement or other public filing relating to the Acquisition, (vi) to the extent such information becomes publicly available other
than by reason of improper disclosure by you in violation of any confidentiality obligations hereunder, (vii) you may disclose this Commitment
Letter and the Bridge Fee Letter and the contents thereof to existing and potential Lenders or any potential or actual Additional Commitment
Party (and any other officer, employee, attorney or advisor thereof) on a confidential basis and (viii) this Commitment Letter as may
be required by the rules, regulations, schedules and forms of any stock exchange or the Securities and Exchange Commission in connection
with any filings with the Securities and Exchange Commission. The obligations under this paragraph with respect to this Commitment Letter
shall terminate automatically after the Bridge Facility Documentation has been executed and delivered by the parties thereto to the extent
solely superseded thereby. To the extent not earlier terminated, the provisions of this paragraph with respect to this Commitment Letter
shall automatically terminate on the second anniversary of the date hereof.

 11

 We
and our affiliates will use all confidential information provided to us or such affiliates by or on behalf of you hereunder (including
any information obtained by us or our affiliates based on a review of the books and records relating to you or the Seller or any of your
or its respective subsidiaries or affiliates) or in connection with the Acquisition and the related Transactions solely for the purpose
of providing the services which are the subject of this Commitment Letter and shall treat confidentially all such information and shall
not publish, disclose or otherwise divulge, such information; provided that nothing herein shall prevent us and our affiliates
from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal, judicial
or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case we agree (except
with respect to any audit or examination conducted by bank accountants or any governmental or bank regulatory authority exercising examination
or regulatory authority), to the extent practicable and not prohibited by applicable law, to inform you promptly thereof prior to disclosure),
(b) upon the request or demand of any regulatory authority (including any self-regulatory authority) having jurisdiction over us or any
of our affiliates (in which case we agree to inform you promptly thereof prior to disclosure, to the extent practicable and not prohibited
by applicable law, except with respect to any audit or examination conducted by bank accountants or any governmental or bank regulatory
authority exercising examination or regulatory authority), (c) to the extent that such information becomes publicly available other than
by reason of improper disclosure by us or any of our affiliates or Representatives in violation of any confidentiality obligations owing
to you, the Seller or any of your or its respective affiliates (including those set forth in this paragraph), (d) to the extent that
such information is received by us from a third party that is not, to our knowledge, subject to contractual or fiduciary confidentiality
obligations owing to you or any of your or its respective affiliates or related parties, (e) to the extent that such information is independently
developed by us, (f) to our affiliates and to our and their respective directors, officers, employees, legal counsel, independent auditors,
professionals and other experts or agents who need to know such information in connection with the Transactions and who are informed
of the confidential nature of such information and have been advised of their obligation to keep such information confidential, (g) in
the case of the Commitment Letter or marketing term sheets based substantially on the Term Sheet, to ratings agencies in connection with
obtaining ratings for the Borrower and its subsidiaries and the Bridge Facility or the Unsecured Notes or to potential or prospective
lenders (other than any Disqualified Lenders), participants or assignees and to any direct or indirect contractual counterparty to any
swap or derivative transaction relating to the Borrower or any of its subsidiaries or their respective obligations, in each case who
agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph), (h) to the extent you have consented
to such disclosure, (i) for purposes of establishing a “due diligence” defense or in connection with any remedy or enforcement
of any right hereunder or under the Fee Letters, (j) to the extent necessary or customary for inclusion in league table measurement,
or (k) in the case of the Commitment Letter, to any potential or actual Additional Commitment Party (and any other officer, employee,
attorney or advisor thereof) on a confidential basis; provided , further , that the disclosure of any such information to
any Lenders or prospective lenders or participants or prospective participants referred to above shall be made subject to the acknowledgment
and acceptance by such Lender or prospective lender or participant or prospective participant that such information is being disseminated
on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and us,
including, without limitation, as agreed in any Information Materials or other marketing materials) in accordance with customary syndication
processes and customary market standards for dissemination of such type of information. In addition, the Commitment Parties may disclose
the existence of the Bridge Facility and the information about the Bridge Facility contained in the Term Sheet in customary fashion to
market data collectors and similar services providers to the lending industry in connection with the administration and management of
the Bridge Facility. We agree that we will permit you to review and approve (such approval not to be unreasonably withheld or delayed)
any reference to you or any of your respective affiliates in connection with the Bridge Facility or the transactions contemplated hereby
contained in any press release or similar written disclosure prior to public release. Our and our affiliates’ obligations under
this paragraph shall terminate automatically and be superseded by the confidentiality provisions in the Bridge Facility Documentation
upon the Closing Date; provided , further , that if the Closing Date does not occur, this paragraph shall automatically terminate
on the second anniversary hereof. Neither the Commitment Parties nor any of their affiliates will use confidential information obtained
from you by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you in connection with
the performance by it of services for other persons. For the avoidance of doubt, nothing herein prohibits any individual from communicating
or disclosing information regarding suspected violations of laws, rules, or regulations to a governmental, regulatory, or self-regulatory
authority without any notification to any person.

 Notwithstanding
anything herein to the contrary, you (and any of your employees, representatives or other agents) may disclose to any and all persons,
without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Commitment Letter and the
Fee Letters and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment
and tax structure, except that (i) tax treatment and tax structure shall not include the identity of any existing or future party (or
any affiliate of such party) to this Commitment Letter or the Fee Letters and (ii) no party shall disclose any information relating to
such tax treatment and tax structure to the extent nondisclosure is reasonably necessary in order to comply with applicable securities
laws. For this purpose, the tax treatment of the transactions contemplated by this Commitment Letter and the Fee Letters is the purported
or claimed U.S. Federal income tax treatment of such transactions and the tax structure of such transactions is any fact that may be
relevant to understanding the purported or claimed U.S. Federal income tax treatment of such transactions.

 13. Surviving
Provisions.

 The
reimbursement, indemnification, confidentiality (to the extent provided above), syndication, information, jurisdiction, governing law,
venue and waiver of jury trial provisions contained herein, in the Fee Letters and the provisions of Section 8 of this Commitment Letter
shall remain in full force and effect regardless of whether the Bridge Facility Documentation shall be executed and delivered and (other
than in the case of the syndication provisions) notwithstanding the termination of this Commitment Letter or the Initial Lenders’
commitments hereunder and our agreements to perform the services described herein; provided that your obligations under this Commitment
Letter, other than those relating to confidentiality and to the syndication of the Bridge Facility, shall automatically terminate and
be superseded by the corresponding provisions of the Bridge Facility Documentation (with respect to indemnification, reimbursement and
confidentiality, to the extent covered thereby) upon the initial funding under the Bridge Facility and the payment of all amounts owing
at such time hereunder and under the Fee Letters, and you shall be released from all liability in connection therewith at such time.
You may terminate this Commitment Letter and concurrently terminate the Commitment Parties’ commitments hereunder in full (but
not in part) at any time subject to the provisions of the preceding sentence.

 12

 14. PATRIOT
Act Notification.

 We
hereby notify you that, pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26,
2001) (the “ PATRIOT Act ”) and the requirements of 31 C.F.R. § 1010.230 (the “ Beneficial Ownership
Regulation ”), each of us and each Lender is required to obtain, verify and record information that identifies the borrower
and each guarantor of the Bridge Facility, which information includes the name, address, tax identification number and other information
regarding the borrower and each guarantor of the Bridge Facility that will allow us or such Lender to identify each borrower and each
guarantor of the Bridge Facility in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the
PATRIOT Act and is effective as to each of us and each Lender. You hereby acknowledge and agree that we shall be permitted to share any
or all such information with the Lenders.

 15. Acceptance
and Termination.

 If
the foregoing correctly sets forth our agreement with you, please indicate your acceptance of the terms of this Commitment Letter and
of the Fee Letters (such date of acceptance, the “ Signing Date ”) by returning to the Commitment Parties executed
counterparts hereof and of the Fee Letters not later than 11:59 p.m., New York City time, on June 10, 2026. The Initial Lenders’
commitments hereunder, and the Commitment Parties’ agreements to perform the services described herein, will expire automatically
and without further action or notice and without further obligation to you at such time in the event the Commitment Parties have not
received such executed counterparts in accordance with the immediately preceding sentence. This Commitment Letter will become a binding
commitment on the Commitment Parties only after it has been duly executed and delivered by you in accordance with the first sentence
of this Section 15. In the event that the initial funding under the Bridge Facility on the Closing Date does not occur on or prior to
the earliest to occur of (w) the date that is ten business days following the End Date (as defined in the Purchase Agreement as in effect
on the date hereof after giving effect to any extensions thereto as set forth in the Purchase Agreement as in effect on the date hereof),
(x) the termination of the Purchase Agreement in accordance with its terms in the event the Acquisition is not consummated and (y) the
consummation of the Acquisition without the funding of the Bridge Facility, then this Commitment Letter and the commitments of the Initial
Lenders hereunder, and the Commitment Parties’ agreements to perform the services described herein, shall automatically terminate
without further action or notice and without further obligation to you unless the Commitment Parties shall, in their discretion, agree
to an extension in writing. In addition, the commitments of the Commitment Parties with respect to the Bridge Facility are subject to
termination and reduction as set forth in Sections 1 and 2 of this Commitment Letter. You shall have the right to terminate this Commitment
Letter and the commitments of the Initial Lenders hereunder (in whole or on a pro rata basis, but not to be less than $400 million) at
any time upon written notice to us from you, subject to your surviving obligations as set forth in Section 13 of this Commitment Letter
and in the Fee Letters. Notwithstanding anything in this Section 15 to the contrary, the termination of any commitment pursuant to this
Section 15 does not prejudice your or our rights and remedies in respect of any breach of this Commitment Letter that occurred prior
to such termination.

 [ Signature
page follows. ]

 13

 We
are pleased to have been given the opportunity to assist you in connection with the financing for the Acquisition.

 Very
 truly yours,

 BANK
 OF AMERICA, N.A.

 By:
 /s/
 Sanjay Rijhwani

 Name:
 Sanjay
 Rijhwani

 Title:
 Managing
 Director

 BOFA
 SECURITIES, INC.

 By:
 /s/
 Sanjay Rijhwani

 Name:
 Sanjay
 Rijhwani

 Title:
 Managing
 Director

 [Signature Page to Bridge Commitment Letter]

 BARCLAYS BANK PLC

 By:
 /s/ Jeremy Hazan

 Name: Jeremy Hazan

 Title: Managing Director

 [Signature Page to Bridge Commitment Letter]

 Accepted
 and agreed to as of the date first above written:

 FIGURE TECHNOLOGY SOLUTIONS, INC.

 By:
 /s/
 Michael Tannenbaum

 Name:
 Michael Tannenbaum

 Title:
 Chief Executive Officer

 [Signature
Page to Bridge Commitment Letter]

 Schedule
I

 Initial Lender
 Bridge Facility Commitment
 Percentage

 Bank of America, N.A.
 $ 337,500,000.00
 56.2500 %

 Barclays Bank PLC
 $ 262,500,000.00
 43.7500 %

 Total
 $ 600,000,000
 100.00 %

 EXHIBIT
A

 $600
Million Unsecured 364-Day Bridge Loan Facility

Summary of Principal Terms and Conditions 1

 Borrower: Figure
 Technology Solutions, Inc., a Nevada corporation (the “ Borrower ”).

 Transactions: The
 Borrower, through one or more of its direct or indirect subsidiaries, intends to acquire
 (the “ Acquisition ”), directly or indirectly, Kiavi Inc. and certain
 loans, origination platforms and servicing assets of the Seller Group (or any successor entities
 thereof) (the “ Acquired Business ”) pursuant to the Agreement and
 Plan of Merger (together with all exhibits, schedules and annexes thereto, the “ Purchase
 Agreement ”), dated as of the Signing Date by and among the Borrower, certain
 subsidiaries of the Borrower party thereto, the Seller and the other parties referred to
 therein.

 In
connection with the Acquisition:

 (a)
the Borrower (i) will seek to issue unsecured notes (the “ Unsecured Notes ”) pursuant to one or more Rule 144A/Regulation
S offerings or other private placement transactions generating aggregate proceeds of not less than $600 million and/or (ii) to the extent
all or any portion of the Unsecured Notes is not issued, or the proceeds thereof are not made available to the Borrower, in each case
on or prior to the Closing Date, the Borrower will obtain the Bridge Facility (as defined below), provided that, no issuance,
sale or financing described in clause (i) of this clause (a) is a condition to funding the Bridge Facility on the Closing Date by the
Commitment Parties;

 (b)
the Acquisition will be consummated on the Closing Date and the Acquired Business will be owned directly or indirectly by the Borrower;
and

 (c)
fees and expenses incurred in connection with the foregoing (the “ Transaction Costs ”) will be paid.

 The
Acquisition, the incurrence of the Bridge Facility, the issuance of any Unsecured Notes and the other transactions described in this
section are collectively referred to herein as the “ Transactions ”.

 Agent: BANA,
 acting through one or more of its branches or affiliates, will act as sole administrative
 (in such capacity, the “ Bridge Agent ”) for a syndicate of banks,
 financial institutions and other institutional lenders reasonably acceptable to the Borrower
 and excluding any Disqualified Lenders (together with the Initial Lenders, the “ Lenders ”),
 and will perform the duties customarily associated with such roles.

 1 All capitalized
terms used but not defined herein have the meanings given to them in the Commitment Letter to which this term sheet is attached, including
the other exhibits thereto. In the event any such capitalized term is subject to multiple and differing definitions, the appropriate
meaning thereof for purposes of this Exhibit A shall be determined by reference to the context in which it is used.

 A- 1

 Lead
Arrangers and Bookrunners: The
 Lead Arrangers and Bookrunners (each as defined in the Commitment Letter) will act as the
 joint lead arrangers and joint bookrunners, respectively, for the Bridge Facility, and will
 perform the duties customarily associated with such roles.

 Bridge
Facility: The
 unsecured 364-day bridge loan facility will consist of an aggregate principal amount of $600
 million of unsecured bridge loans and will be made available to the Borrower in US dollars
 (the “ Bridge Loans ”); provided that (without duplication
 with respect to reductions pursuant to clauses (i) and (ii) below) (i) such Bridge Loans
 may be prepaid pursuant to the “Mandatory Prepayments” section below and (ii)
 the net cash proceeds received by the Borrower and/or one or more of its subsidiaries on
 or prior to the Closing Date from any Unsecured Notes or from any Alternative Bank Facility
 (as defined in the Commitment Letter), in each case, incurred or issued on or prior to the
 Closing Date shall reduce the commitments under the Bridge Facility on a dollar for dollar
 basis (the “ Bridge Facility ”).

 Purpose: The
 proceeds of the Bridge Facility will be used by the Borrower, on the Closing Date, together
 with the proceeds of any Unsecured Notes issued on or prior to the Closing Date, (a) to finance
 the Acquisition and (b) to pay the Transaction Costs; provided that, for the avoidance
 of doubt, none of the proceeds from the Bridge Facility and/or the proceeds from any Unsecured
 Notes or any Alternative Bank Facility will be made available, whether directly or indirectly,
 for the acquisition of Sanctioned Shares (as defined in the Purchase Agreement (as in effect
 on the date hereof)), provided that, for the avoidance of doubt, it is understood
 and agreed that the Sanctioned Shares may be treated in accordance with applicable law as
 set forth in the Purchase Agreement (as in effect on the date hereof and without giving effect
 to any amendment, modification or waiver thereto).

 Availability: The
 amount to be drawn under the Bridge Facility must be drawn in a single drawing on the Closing
 Date in U.S. Dollars. Amounts borrowed under the Bridge Facility that are repaid or prepaid
 may not be reborrowed.

 Interest Rates and Fees:
 As
 set forth on Annex I hereto.

 Default Rate:
 The applicable interest rate
 plus 2.00% per annum payable on overdue amounts only.

 Final Maturity and
 Amortization of Senior Secured Bridge Loans:
 The Bridge
 Facility will mature and be payable in full on the date that is 364 days after the Closing Date (the “Bridge Loans Maturity
 Date”).

 The
Bridge Facility will not be subject to interim amortization.

 Guarantees: All
 obligations of the Borrower under the Bridge Facility will be unconditionally guaranteed
 jointly and severally by each existing and newly acquired or created wholly-owned direct
 or indirect restricted subsidiary of the Borrower that is organized under the laws of any
 state of the United States of America or the District of Columbia and is not an Excluded
 Subsidiary (each, a “ Guarantor ” and together with the Borrower,
 the “ Loan Parties ”).

 A- 2

 “ Excluded
Subsidiary ” means (i) any immaterial subsidiary (to be defined in a manner consistent with the Documentation Principles), (ii)
any unrestricted subsidiary, (iii) any subsidiary that is prohibited or restricted by law, rule or regulation or by any contractual obligation
from providing a guarantee or that would require a governmental (including regulatory) or third party consent, approval, license or authorization
in order to provide such guarantee (including under any financial assistance, corporate benefit, thin capitalization, capital maintenance,
liquidity maintenance or similar legal principles), it being understood that the Borrower and its subsidiaries shall have no obligation
to obtain any such consent, approval, license or authorization, (iv) any subsidiary that has no material assets other than the equity
(or equity and debt) of one or more non-U.S. subsidiaries or one or more FSHCO, intellectual property relating to such non-U.S. subsidiaries
or FSHCO, cash or cash equivalents and other incidental assets related thereto (each, a “ FSHCO ”) or that has no material
assets other than the equity and/or debt of one or more FSHCOs, (v) any subsidiary that is a direct or indirect subsidiary of a non-U.S.
subsidiary or a FSHCO, (vi) any partnership for U.S. federal income tax purposes, one or more partners in which is a non-U.S. subsidiary
or a FSHCO, (vii) any captive insurance company, broker-dealer subsidiary, special purpose entity, receivables subsidiary, not-for-profit
subsidiary, captive risk retention subsidiary and trust company, (viii) any subsidiary if either (A) providing a guarantee could reasonably
be expected to result in non-de minimis adverse tax or regulatory consequences to the Borrower or any of its subsidiaries or parent companies
as determined by the Borrower in good faith in consultation with the Bridge Agent or (B) the burden, difficulty or cost of providing
such guarantee outweighs the benefit to the Lenders of the guarantee to be afforded thereby, in each case as reasonably determined by
the Borrower in consultation with the Bridge Agent, (ix) any subsidiary acquired pursuant to a permitted acquisition or other investment
permitted by the Bridge Facility Documentation that has assumed secured debt not incurred in contemplation of such permitted acquisition
or other investment and any restricted subsidiary thereof that guarantees such secured debt, in each case to the extent such secured
debt prohibits such subsidiary from becoming a Guarantor, (x) other exceptions consistent with the Documentation Principles and (xi)
any other subsidiary to be mutually agreed. The Borrower may from time to time elect to cause any Excluded Subsidiary to become a Guarantor
upon notice to the Bridge Agent.

 Security: None.

 Mandatory
Prepayments: After
 the Closing Date and prior to the Bridge Loans Maturity Date and consistent with the Documentation Principles (as defined
 below), the Borrower will be required to prepay the Bridge Loans at par plus accrued and unpaid interest with:

 (i)
100% of the net cash proceeds of all non-ordinary course asset sales or other non-ordinary course dispositions of property by the Borrower
and its restricted subsidiaries (with exceptions for sales by or of unrestricted subsidiaries or Excluded Subsidiaries, sales of inventory,
any disposition made in the ordinary course or in accordance with past or industry practice (which shall include, without limitation,
any sales or dispositions in connection with securitization transactions, any whole loan sales, any transfers to warehouse facilities,
any sales of HELOCs, any digital asset transactions on Figure Exchange or similar platforms, any usage fees paid in or with proceeds
of digital assets, any sales or issuances of currency, stablecoins or other digital assets, any liquidation of digital asset collateral
or other loan collateral, any loan liquidations, any transfers of loan servicing or similar rights and any other related or similar ordinary
course dispositions or dispositions consistent with past or industry practice), dispositions of obsolete or worn-out property and property
no longer useful in the business, intercompany transactions among the Borrower and any of its subsidiaries, amounts required to be applied
to any secured indebtedness of the Borrower and its subsidiaries and other exceptions to be set forth in the Bridge Facility Documentation
and subject to reinvestment rights and other exceptions consistent with the Documentation Principles);

 A- 3

 (ii)
100% of the net cash proceeds received by the Borrower or its restricted subsidiaries from any term loan facility incurred after the
Closing Date or any other third-party debt financing after the Closing Date (other than any financing issued or incurred by a Limited
Purpose Entity, any Ordinary Course Financing, any ordinary course purchase money indebtedness and equipment financings, deferred purchase
price obligations, finance leases, letter of credit facilities, new or existing revolving or working capital or liquidity facilities,
draft protection, hedging and cash management obligations, trade or customer financing in the ordinary course), in each case subject
to other exceptions to be mutually agreed; and

 (iii)
the net cash proceeds received from public issuances of equity of the Borrower after the Closing Date (subject to exceptions to be mutually
agreed, including pursuant to employee stock and compensation plans and excluding, for the avoidance of doubt any issuance of equity
interests pursuant to the Purchase Agreement);

 provided
that, in the case of any such prepayments pursuant to the foregoing clauses (i), (ii) and (iii) above, additional exceptions and baskets
as are consistent with the Documentation Principles shall apply.

 In
addition, upon any change of control (to be defined in the Bridge Facility Documentation), the Borrower will be required to prepay the
entire principal amount of the Bridge Loans (plus any accrued and unpaid interest) at par.

 Voluntary
 Prepayments:
 Voluntary prepayments of
 Bridge Loans and voluntary reduction of commitments under the Bridge Facility will be permitted at any time, in minimum principal amounts
 to be mutually agreed upon, subject to customary notice requirements and without premium or penalty (subject to customary reimbursement
 of the Lenders’ redeployment costs (other than lost profits) in the case of a prepayment of Term SOFR borrowings other than on
 the last day of the relevant interest period). Voluntary prepayments of the Bridge Loans may not be re-borrowed.

 Unrestricted Subsidiaries:
 All subsidiaries of the Borrower
 designated as such to the Bridge Agent by the Borrower prior to the Closing Date shall be unrestricted subsidiaries; provided
 that the list of such unrestricted subsidiaries shall be agreed in good faith by the Borrower and the Bridge Agent. Furthermore, subject
 to customary limitations on loans, advances and other investments in unrestricted subsidiaries, the Borrower will be permitted to designate
 any existing or subsequently acquired or organized subsidiary as an unrestricted subsidiary (with any subsidiary of an unrestricted
 subsidiary constituting an unrestricted subsidiary) and subsequently re-designate any such unrestricted subsidiary as a restricted
 subsidiary, so long as (a) any such designation of a restricted subsidiary as an unrestricted subsidiary shall be deemed to constitute
 an investment in such unrestricted subsidiary at such time, (b) any such redesignation of any unrestricted subsidiary as a restricted
 subsidiary shall be deemed to constitute the incurrence of debt and liens of such subsidiary (and reduction in an outstanding investment)
 at such time and (c) after giving effect to such designation or re-designation, no event of default shall exist . Unrestricted
 subsidiaries will not be subject to the representations and warranties, mandatory prepayments, affirmative and negative covenants and
 events of default in the Bridge Facility Documentation and the results of operations and debt and cash of unrestricted subsidiaries
 will not be taken into account for purposes of the Bridge Facility Documentation.

 A- 4

 Documentation: The
 definitive documentation for the Bridge Facility (the “ Bridge Facility Documentation ”)
 will contain the terms and conditions set forth in this Exhibit A and, to the
 extent not covered by this Exhibit A , will be based on and no less favorable
 to the Borrower and its subsidiaries than that certain credit agreement agreed to between
 the Borrower and the Commitment Parties prior to the Signing Date (the “ Bridge
 Documentation Precedent ”) with changes and modifications that give due regard
 to (a) the operational and strategic requirements of the Borrower and its subsidiaries (including
 the Acquired Business) in light of their size, capital structure, industries, businesses,
 business practices, jurisdiction of incorporation and related currency and other provisions,
 (b) modifications to reflect the structure and consummation of the Transactions and the nature
 of the Bridge Facility as a “bridge term loan facility” (including, for the avoidance
 of doubt, modifications to certain baskets and exceptions that are to be agreed giving due
 regard to customary “bridge term loan facilities” at such time), (c) the inclusion
 of customary J.Crew, Chewy and Serta lender protective provisions and (d) any changes in
 applicable law (collectively for purposes of this Exhibit A , the “ Documentation
 Principles ”). The Bridge Facility Documentation will be negotiated in good
 faith within a reasonable time period to be determined based on the expected Closing Date.

 For
the avoidance of doubt, the Bridge Facility Documentation shall also contain the Bridge Agent’s customary sanctions, agency and
operational provisions, to the extent such requirements have been generally required by the Bridge Agent in documenting other credit
facilities similar to the Bridge Facility and shall include customary provisions pertaining to outbound investment rules.

 Representations
and Warranties: Substantially
 similar to those in the Bridge Documentation Precedent and subject to the Documentation Principles; it
 being understood that representations and warranties shall be subject to the Certain Funds Provision.

 Conditions
Precedent to Bridge Loans: The
 borrowing under the Bridge Facility on the Closing Date will be subject solely to the applicable
 conditions precedent set forth in Exhibit B to the Commitment Letter.

 Affirmative
 Covenants:
 Substantially consistent
 with the Bridge Documentation Precedent and subject to the Documentation Principles.

 Negative Covenants:
 The Bridge Facility Documentation
 will contain negative covenants (which will be applicable to the Borrower and its restricted subsidiaries) substantially consistent
 with the Bridge Documentation Precedent and subject to the Documentation Principles.

 Financial Covenant:
 None.

 Events of Default:
 Substantially consistent
 with the Bridge Documentation Precedent and subject to the Documentation Principles.

 Voting: Substantially
 consistent with the Bridge Documentation Precedent and subject to the Documentation Principles.

 A- 5

 Cost
 and Yield Protection:
 Substantially consistent
 with the Bridge Documentation Precedent and subject to the Documentation Principles.

 Assignments
 and Participations of Senior Secured Bridge Loans:

 The Lenders may assign all
 or, in an amount of not less than $5 million, any part of, their respective Bridge Loans of the Bridge Facility to one or more persons
 which are reasonably acceptable to (a) the Bridge Agent and (b) except, when a payment or bankruptcy event of default has occurred
 and is continuing, the Borrower, each such consent not to be unreasonably withheld or delayed; provided that, (i) assignments
 made to a Lender, an affiliate or approved fund thereof will not be subject to the above consent requirements and (ii) it shall not
 be unreasonable for the Borrower to withhold its consent if such assignment would result in less than a majority of the Bridge Facility
 being held by the Initial Lenders. The Borrower’s consent shall be deemed to have been given (other than for Disqualified Lenders)
 if the Borrower has not responded within ten business days of an assignment request. Upon such assignment, such affiliate, bank, financial
 institution or entity will become a Lender for all purposes under the Bridge Facility Documentation. A $3,500 processing fee will be
 required in connection with any such assignment, with exceptions to be agreed. The Lenders will also have the right to sell participations
 without restriction (other than to natural persons or Disqualified Lenders), subject to customary limitations on voting rights, in
 their respective shares of the Bridge Facility.

 Expenses
and Indemnification: Substantially
 consistent with the Bridge Documentation Precedent and subject to the Documentation Principles.

 Governing
Law and Forum: New
 York; provided that the Acquisition Related Matters shall be governed by, and construed in accordance with,
 the laws of the State of Delaware regardless of the laws that might otherwise govern under applicable principles of
 conflicts of laws thereof.

 Counsel
to Senior Secured Bridge Agent: Simpson
 Thacher & Bartlett LLP.

 A- 6

 ANNEX
I to

EXHIBIT A

 PRICING
APPLICABLE TO 364-DAY UNSECURED BRIDGE LOANS

 Interest
 Rates:
 The Bridge Loans shall accrue
 interest, at the option of the Borrower, at a rate per annum equal to Term SOFR (as defined below), plus 400 basis points or Base Rate
 (as defined below), plus 300 basis points (the “ Bridge Initial Margin ”). The Bridge Initial Margin will increase
 by (I) an additional 50 basis points on the date that is 90 days after the Closing Date, (II) an additional 50 basis points on the
 date that is 180 days after the Closing Date and (III) an additional 50 basis points on the date that is 270 days after the Closing
 Date.

 The
Borrower may elect interest periods of one, three or six months for Term SOFR borrowings (each an “ Interest Period ”).

 Calculation
of interest shall be on the basis of the actual number of days elapsed over a 360-day year (or 365- or 366-day year, as the case may
be, in the case of Base Rate loans based on the prime rate) and interest shall be payable quarterly in arrears.

 “ Base
Rate ” means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus
0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America, N.A. as its “prime
rate” and (c) the one month Term SOFR plus 1.00%; subject to the interest rate floors set forth therein; provided
that, if the Base Rate shall be less than 1.00%, such rate shall be deemed to be 1.00%.

 “ CME ”
means CME Group Benchmark Administration Limited.

 “ SOFR ”
means the Secured Overnight Financing Rate as determined by the Federal Bank of New York (or a successor administration).

 “ Term
SOFR ” means,

 (a)
for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities
Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided , that,
if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first
U.S. Government Securities Business Day immediately prior thereto; and

 (b)
for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate two
U.S. Government Securities Business Days prior to such date with a term of one month commencing that day; provided , that, if the
rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S.
Government Securities Business Day immediately prior thereto; provided , that, if Term SOFR determined in accordance with either
of the foregoing clause (a) or clause (b) of this definition would otherwise be less than zero, Term SOFR shall be deemed zero.

 “ Term
SOFR Screen Rate ” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory
to the Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations
as may be designated by the Administrative Agent from time to time).

 A-I- 1

 “ Term
SOFR Loan ” means a loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.

 “ U.S.
Government Securities Business Day ” means any Business, except any Business Day on which any of the Securities Industry
and Financial Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because
such day is a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.

 Duration
Fees:
 Duration fees in amounts equal to the percentage,
as determined in accordance with the grid below, of the principal amount of the Bridge Loan of each Lender outstanding at the close of
business, New York City time, on each date set forth in the grid below, payable to the Lenders on each such date:

 Duration Fees

 90 days after the
 Closing Date
 180 days after the
 Closing Date
 270 days after the
 Closing Date

 0.50%
 0.75 %
 1.00 %

 A-I- 2

 EXHIBIT
B

 $600
Million 364-Day Unsecured Bridge Loan Facility

Summary of Conditions Precedent 2

This Summary of Conditions Precedent states the conditions precedent to the Bridge Facility referred to in the Commitment Letter, of
which this Exhibit B is a part. Certain capitalized terms used herein are defined in the Commitment Letter.

 The
initial availability and borrowings under the Bridge Facility shall be subject solely to the following applicable conditions (subject
in all respects to the Certain Funds Provision):

 1.
 Purchase Agreement The Acquisition shall have been consummated or shall be consummated substantially simultaneously with the initial
availability and borrowings under the Bridge Facility in accordance in all material respects with the terms of the Purchase Agreement
(without giving effect to any amendment, modification or waiver thereof or any consent thereunder that is materially adverse to the Initial
Lenders for the Bridge Facility (in its capacity as such) without the prior written consent of the Commitment Parties (such consent not
to be unreasonably withheld, delayed or conditioned and provided that the Commitment Parties shall be deemed to have consented
to such amendment, modification, waiver or consent unless it has objected thereto within three (3) business days after written notice
or receipt by the Commitment Parties of such amendment, modification, waiver or consent); provided that (i) a reduction in the
consideration payable under the Purchase Agreement of less than 10% shall not be deemed to be materially adverse to the interests of
the Initial Lenders; provided, further, that such reduction is applied 100% to reduce the Bridge Facility, (ii) an increase in
such purchase price or consideration amount shall not be deemed to be materially adverse to the Initial Lenders if such increase is not
funded with indebtedness for borrowed money; provided that in the cases of clause (i) and (ii) that no purchase price, working
capital or similar adjustment provisions set forth in the Purchase Agreement shall constitute a reduction or increase in the purchase
price or consideration, and (iii) any change to the definition of “Company Material Adverse Effect” contained in the Purchase
Agreement shall be deemed to be materially adverse to the Initial Lenders.

 2.
 [Reserved] .

 3.
 [Reserved] .

 4.
 Bridge Facility Documentation . Subject to the Certain Funds Provision, the execution and delivery of (i) the Bridge Facility Documentation
by each Loan Party, (ii) customary legal opinions with respect to the Bridge Facility with respect to the Loan Parties, certified organizational
documents of each Loan Party, customary evidence of authorization with respect to each Loan Party, customary officer’s certificates
of each Loan Party ( provided that such certificate shall not include any representations or statement as to the absence (or existence)
of any default or event of default under the Bridge Facility Documentation or a bring-down of representations and warranties (other than
any Specified Representation)) and good standing certificates with respect to each Loan Party (to the extent such concept exists in the
applicable jurisdiction) in the jurisdiction of organization of such Loan Party, (iii) a solvency certificate substantially in the form
of Exhibit C to the Commitment Letter and (iv) a customary borrowing notice ( provided that such notice shall not
include any representations or statement as to the absence (or existence) of any default or event of default under the Bridge Facility
Documentation or a bring-down of representations and warranties) with respect to the initial borrowings under the Bridge Facility.

 2
All capitalized terms used but not defined herein have the meanings given to them in the Commitment Letter to which this Exhibit B is
attached, including Exhibit A thereto. In the case of any such capitalized term that is subject to multiple and differing definitions,
the appropriate meaning thereof in this Exhibit B shall be determined by reference to the context in which it is used.

 B- 1

 5.
 Historical Financial Statements . The Commitment Parties shall have received (a) generally accepted accounting principles and practices
in the United States (“ US GAAP ”) (in all material respects) audited consolidated balance sheets of the Borrower
for the two most recently completed fiscal years, and related audited consolidated statements of operations and cash flows of the Borrower
for the three most recently completed fiscal years ended at least 90 days prior to the Closing Date (and the related audit reports) and
(b) US GAAP (in all material respects and subject to the absence of footnote disclosures and year-end audit adjustments) unaudited consolidated
balance sheets and related consolidated statements of operations and cash flows of the Borrower for each subsequent fiscal quarter (other
than the fourth quarter of any fiscal year) subsequent to the last fiscal year for which financial statements were prepared pursuant
to the preceding clause (a) and ended at least 45 days prior to the Closing Date (and the corresponding period of the preceding fiscal
year); provided that, for the avoidance of doubt, the Commitment Parties acknowledge that they have received the information and
documents required by clause (a) of this Section 5 for the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023
and clause (b) of this Section 5 for the fiscal quarter ended March 31, 2026. It is understood and agreed that (x) the condition set
forth in this Section 5 may be satisfied by furnishing the applicable financial statements on Form 10-K or 10-Q, as applicable, filed
with the Securities and Exchange Commission and (y) the applicable financial statements shall be deemed to have been delivered on the
earliest date on which (i) the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the internet,
(ii) such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another website to which the Commitment Parties
have access, (iii) such financial statements and/or documents are posted on the SEC’s website on the internet at www.sec.gov or
(iv) the Borrower otherwise makes such documents available to the Commitment Parties.

 6.
[ Reserved].

 7.
 KYC Information . The Bridge Agent shall have received, at least two (2) Business Days (as defined in the Purchase Agreement in
effect on the date hereof) prior to the Closing Date, all documentation and other information about the Loan Parties required by regulatory
authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation,
(a) the PATRIOT Act, and (b) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership
Regulation, a customary FinCEN beneficial ownership certificate, in each case, that has been reasonably requested in writing by the Commitment
Parties at least ten (10) Business Days (as defined in the Purchase Agreement in effect on the date hereof) prior to the Closing Date.

 8.
 Unsecured Notes Offering Document . The Borrower and/or one or more of its subsidiaries shall have engaged one or more investment
banks reasonably satisfactory to the Commitment Parties, the Lead Arrangers and the Bookrunners (collectively, the “ Investment
Banks ”) to sell to or place the Unsecured Notes and shall ensure that the Investment Banks shall have received a customary
preliminary offering memorandum or preliminary private placement memorandum containing all customary information (other than the “description
of notes,” “plan of distribution” and any other information customarily provided by the Investment Banks or their counsel)
for use in a customary high-yield road show relating to the issuance of Unsecured Notes, including the audited and unaudited financial
statements required by Section 5 above prepared in accordance with the principles of Regulation S-X, and all other data that would be
necessary for the Investment Banks to receive customary “comfort” (including “negative assurance” comfort) from
independent accountants to the Borrower in connection with such offering (subject in each case to exceptions customary for Rule 144A
offerings involving high-yield secured “private-for-life” debt securities, including exceptions for consolidating financial
statements, separate guarantor financial statements and other financial statements required by Rule 3-09 or Rule 3-10 of Regulation S-X,
Item 302 of Regulation S-K and Compensation Discussion and Analysis or other information required by Item 402 of Regulation S-K under
the Securities Act and the executive compensation and related person disclosure rules related to SEC Release No. 33-8732A, 34-54302A
and IC-2744A and other information not customarily provided in an offering memorandum for a Rule 144A offering, and it being understood
and agreed that no financial statements of the Acquired Business or the Seller Group, or pro forma financial statements of the Borrower
reflecting the Transactions, shall be included in that Offering Memorandum (as defined in that certain securities engagement letter,
dated the date hereof, among you, BofA and Barclays and delivered herewith with respect to the Bridge Facility)) (the “ Required
Bond Information ”).

 B- 2

 9.
 Payment of Fees and Expenses . All fees required to be paid by the Borrower on the Closing Date pursuant to the Fee Letters and
the Commitment Letter (including the Term Sheet) and reasonable and documented out-of-pocket expenses (including legal fees and expenses)
required to be paid by the Borrower on the Closing Date pursuant to the Commitment Letter, to the extent invoiced at least two Business
Days (as defined in the Purchase Agreement in effect on the date hereof) prior to the Closing Date, shall, upon the initial borrowing
of the Bridge Facility (if applicable), have been paid, or will be substantially simultaneously paid (which amounts may be offset against
the proceeds of the Bridge Facility).

 10.
 Accuracy of Representations . (i) The Specified Representations shall be true and correct in all material respects (without duplication
of any materiality qualifier set forth therein) to the extent required by the Certain Funds Provision; and (ii) the Purchase Agreement
Representations shall be true and correct in all material respects to the extent required by the Certain Funds Provision unless, any
such Specified Representations or Purchase Agreement Representation relates to an earlier date, in which case such Specified Representation
or Purchase Agreement Representation shall have been true and correct in all material respects as of such earlier date; provided
that, for the avoidance of doubt, this clause (ii) shall only be a condition to the extent that you have (or an affiliate of yours has)
the right (taking into account any applicable cure provisions) to terminate your (or its) obligations under the Purchase Agreement or
the right to decline to consummate the Acquisition (in each case, in accordance with the terms of the Purchase Agreement and without
resulting in (x) the payment of any fees, liquidated damages or other amounts under the Purchase Agreement in accordance with the Purchase
Agreement or (y) liability to you or such affiliate as a result of a breach of such representations) as a result of the failure of such
representations and warranties to be accurate.

 11.
 No Company Material Adverse Effect. At or prior to the Closing, there must have been no Company Material Adverse Effect that has
occurred and is continuing (each, as defined in the Purchase Agreement as in effect on the date hereof).

 B- 3

 Exhibit
C

 FORM
OF SOLVENCY CERTIFICATE

 [____][__] ,
202[__]

 This
Solvency Certificate is being executed and delivered pursuant to Section [__] of that certain [•] (the “ Credit
Agreement ”; the terms defined therein being used herein as therein defined).

 I,
 [______________] , a [________] of the Borrower (after giving effect to the Transactions), in such capacity only and not in an
individual capacity (and without personal liability), hereby certify on behalf of the Borrower as follows, in each case as of the date
hereof:

 1.
The sum of the debt and liabilities (subordinated, contingent or otherwise) of the Borrower and its Restricted Subsidiaries, on a consolidated
basis, does not exceed the fair value of the present assets of the Borrower and its Restricted Subsidiaries, on a consolidated basis.

 2.
The capital of the Borrower and its Restricted Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their
business as conducted or contemplated to be conducted on the date hereof.

 3.
The present fair saleable value of the assets of the Borrower and its Restricted Subsidiaries, on a consolidated basis and as a going
concern, is greater than the total amount that will be required to pay the probable liabilities of the Borrower and its Restricted Subsidiaries,
on a consolidated basis, as applicable, as they become absolute and matured.

 4.
The Borrower and its Restricted Subsidiaries, on a consolidated basis, have not, incurred and do not intend to incur, or believe that
they will incur, debts or other liabilities, including current obligations, beyond their ability to pay such debts or other liabilities
as they become due (whether at maturity or otherwise).

 5.
For purposes of this Solvency Certificate, the amount of any contingent liability has been computed as the amount that, in light of all
of the facts and circumstances existing as of the date hereof, represents the amount that can reasonably be expected to become an actual
or matured liability.

 6.
In reaching the conclusions set forth in this Solvency Certificate, the undersigned has made such investigations and inquiries as the
undersigned has deemed appropriate to provide this Solvency Certificate. The undersigned is familiar with the finances and assets of
the Borrower and its Restricted Subsidiaries.

 7.
The undersigned acknowledges that the Agent and the Lenders are relying on the truth and accuracy of this Solvency Certificate in connection
with the Commitments and Loans under the Credit Agreement.

 B-1

 IN
WITNESS WHEREOF , the undersigned has executed this Solvency
Certificate in such undersigned’s capacity as an officer of the Borrower, on behalf of the Borrower, and not individually, on the
date first written above.

 FIGURE
 TECHNOLOGY SOLUTIONS, INC.

 By:

 Name:

 Title: [Financial
 Officer]