ContractAeluma, Inc. • June 28th, 2021 • Blank checks • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among PARC INVESTMENTS INC., a Delaware corporation AELUMA OPERATING CO., a Delaware corporation and BIOND PHOTONICS, INC. (d.b.a. “Aeluma”), a California corporation June 22, 2021Agreement and Plan of Merger and Reorganization • June 28th, 2021 • Aeluma, Inc. • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of June 22, 2021, by and among PARC INVESTMENTS, INC., a Delaware corporation (the “Parent”), AELUMA OPERATING CO., a Delaware corporation (the “Acquisition Subsidiary”), and Biond Photonics, Inc. (d.b.a. “Aeluma”), a California corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
INDEMNITY AGREEMENTIndemnity Agreement • June 28th, 2021 • Aeluma, Inc. • Blank checks • Delaware
This Indemnity Agreement (the “Agreement”), dated as of _____________, 2021, is entered into by and among Parc Investments, Inc., a Delaware corporation (the “Parent”), Aeluma Operating Co., a Delaware corporation (“Acquisition Subsidiary” and together with the Parent, the “Companies”), and the undersigned Indemnitee (the “Indemnitee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 28th, 2021 • Aeluma, Inc. • Blank checks • New York
This Subscription Agreement (this “Agreement”) has been entered into by and between the purchaser set forth on the Omnibus Signature Page hereof (the “Purchaser”) and Parc Investments, Inc. (to be renamed “Aeluma, Inc.” upon consummation of the Merger (as defined below)), a Delaware corporation (the “Company”) in connection with the private placement offering (the “Offering”) by the Company.
LOCK-UP AGREEMENTLock-Up Agreement • June 28th, 2021 • Aeluma, Inc. • Blank checks • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made as of June [●], 2021, by and between the undersigned person or entity (the “Restricted Holder”) and Aeluma, Inc. (formerly known as Parc Investments, Inc.), a Delaware corporation (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2021 • Aeluma, Inc. • Blank checks • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of , 2021 among Aeluma, Inc., a Delaware corporation (f.k.a. Parc Investments, Inc.) (the “Company”), the persons who have purchased the Offering Shares (as defined below) and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”), the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the “Brokers”), the persons or entities identified on Schedule 2 hereto holding Merger Shares (as defined below), the persons or entities identified on Schedule 3 hereto holding Registrable Pre-Merger Shares (as defined below), and the persons or entities identified on Schedule 4 hereto holding Advisory Shares (as defined below). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement (as defined below).
INDEMNITY AGREEMENTIndemnity Agreement • June 28th, 2021 • Aeluma, Inc. • Blank checks • California
This Indemnity Agreement dated as of May __, 2021 is made by and between Aeluma, Inc., a Delaware corporation (the “Company”), and [NAME], a director and officer of the Company (“Indemnitee”).
