Under the SEPA, the Company has the right to sell up to $60 million worth of common stock to Yorkville at any time during the commitment period, which begins six trading days after the Business Combination closes and ends on the earliest of two dates: (i) the first day of the month following the 36-month anniversary of the Effective Date or (ii) the date on which Yorkville has paid the full $60 million commitment.

Each sale of Common Shares by the Company to Yorkville (called an “Advance”) is subject to a maximum limit based on either the trading volume of the Company’s Common Shares on the Nasdaq Stock Market or a fixed amount, whichever is greater. The price of the Common Shares will be determined by the Company at the time of the sale based on either the Market Price or the VWAP during a Pricing Period. The Advances are subject to certain limitations, including that Yorkville cannot own more than 9.99% of the Company’s outstanding Common Shares at the time of the Advance or 19.99% of the Company’s outstanding Common Shares as of the date of the closing of the Business Combination.

In return, the Company has paid YA Global II SPV, LLC, a subsidiary of Yorkville, a structuring fee of $25,000, and it will pay a commitment fee of $300,000 by issuing Common Shares to Yorkville no later than ten trading days following the closing of the Business Combination.