FIACW Focus Impact Acquisition Corporation

Delaware	001-40977	86-2433757
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

345 Avenue of the Americas, 33rd Floor New York, NY	10105
(Address of Principal Executive Offices)	(Zip Code)

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant		FIACU		The Nasdaq Stock Market LLC
Shares of Class A common stock included as part of the units		FIAC		The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50		FIACW		The Nasdaq Stock Market LLC

Exhibit No.	Description
10.1	Amendment No.2 to Sponsor Letter Agreement, dated October 29, 2024, by and between FIAC and the Sponsor
10.2	Contribution and Exchange Agreement, dated October 29, 2024, by and among FIAC, DevvStream and Crestmont
10.3	Form of PIPE Agreement
10.4	Form of Carbon Subscription Agreement
10.5	Registration Rights Agreement, dated October 29, 2024, by and between FIAC and Karbon-X Corp
10.6	Purchase Agreement, dated October 29, 2024, by and between FIAC, Helena Global Investment Opportunities I Ltd. and the Sponsor
10.7	Waiver to Certain Business Combination Conditions Precedent, dated October 29, 2024, by and between FIAC, DevvStream and Focus Impact Amalco Sub Ltd.
99.1	Unaudited pro forma condensed combined balance sheet and income statement of DevvStream Holdings Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

---

Exhibit 10.1

	SPAC:   FOCUS IMPACT ACQUISITION CORP.
	By:	/s/ Carl Stanton
	Name:	Carl Stanton
	Title:	Authorized Signatory
	SPONSOR:   FOCUS IMPACT SPONSOR LLC
	By:	/s/ Carl Stanton
	Name:	Carl Stanton
	Title:	Authorized Signatory

COMPANY:   DEVVSTREAM HOLDINGS, INC.
By:		/s/ Sunny Trinh
Name:		Sunny Trinh
Title:		Authorized Signatory

---

This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of October 29, 2024, by and among Focus Impact Acquisition Corp., a Delaware corporation (the “FIAC”), DevvStream Holdings Inc., a company existing under the laws of the Province of British Columbia (“DevvStream”), Crestmont Investments LLC, a Delaware limited liability company (the “Owner”). Each of the parties hereto are referred to as a “Party” and collectively, the “Parties”.

RECITALS

WHEREAS, FIAC, DevvStream and Focus Impact Amalco Sub Ltd., a company existing under the Laws of the Province of British Columbia (“Amalco Sub”), have entered into that certain Business Combination Agreement, dated as of September 12, 2023, as amended as of May 1, 2024 (the “BCA”), whereby, in connection with the closing of the transactions contemplated by the BCA (the “BCA Closing”), (a) FIAC will be continued from the State of Delaware under the Delaware General Corporation Law to the Province of Alberta, Canada, and thereby become a company existing under the Business Corporations Act (Alberta) and will change its name to DevvStream Corp. (“New PubCo”) and (b) DevvStream and Amalco Sub will amalgamate to form one corporate entity (such transactions, the “BCA Transactions”);

WHEREAS, following the consummation of the BCA Transactions and prior to the transactions contemplated by this Agreement, New PubCo will effect a 1:6.5387 stock split in respect of the New PubCo Common Stock which resulted in New PubCo having the capitalization described herein (the “PubCo Stock Split;

WHEREAS, the Owner collectively owns all of the outstanding common units (the “MSP Interests”) of Monroe Sequestration Partners LLC, a Delaware limited liability company (the “Company”); and

WHEREAS, immediately following the BCA Transactions, the Owner desires to contribute 2,000,000 units of the MSP Interests (the “Contributed Interests”) to New PubCo, in exchange for 2,000,000 newly issued shares of New PubCo Common Stock (such shares of New PubCo, the “New PubCo Shares”) as set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.           Defined Terms.  As used herein, the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made (for purposes of this definition, the term “control” and the correlative meanings of the terms “controlled by” and “under common control with,” as used with respect to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise).

“Applicable Laws” means all applicable provisions of (a) constitutions, treaties, statutes, laws (including the common law), rules, regulations, decrees, ordinances, codes, proclamations, declarations, or Orders of any Governmental Authority, (b) any consents or approvals of any Governmental Authority and (c) any orders, decisions, advisory or interpretative opinions, injunctions, judgments, awards, decrees of, or agreements with, any Governmental Authority.

“Business Day” means any day other than a Saturday, Sunday or other day that banks are not authorized to be open for business in New York State and the Provinces of Ontario and Alberta, Canada.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FIAC Class A Shares” means the shares of Class A common stock, par value $0.0001 per share, of FIAC.

“FIAC Class B Shares” means the shares of Class B common stock, par value $0.0001 per share, of FIAC.

“FIAC Private Warrants” means non-redeemable whole warrants, issued in a private placement to the Sponsor (as defined in the BCA) at the time of the consummation of the IPO (as defined in the BCA), entitling the holders thereof to purchase one (1) FIAC Class A Share at a purchase price of $11.50 per share.

“FIAC Public Warrants” means redeemable whole warrants, one-half (1/2) of each such warrant which was included as part of each SPAC Unit (as defined in the BCA) issued in the IPO (as defined in the BCA), entitling the holders thereof to purchase one (1) FIAC Class A Share at a purchase price of $11.50 per share.

“FIAC Shares” mean the FIAC Class A Shares and the FIAC Class B Shares.

“Governmental Authority” means any federal, state, provincial, local, municipal, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations, or orders of such organization or authority have the force of law), or any arbitrator, court, or tribunal of competent jurisdiction.

“Governing Documents” means (a) with respect to any Person that is a corporation, its certificate of incorporation and bylaws, or comparable documents, (b) with respect to any Person that is a partnership, its certificate of partnership and partnership agreement, or comparable documents, (c) with respect to any Person that is a limited liability company, its certificate of formation and limited liability company agreement, or comparable documents, (d) with respect to any Person that is a trust, its declaration of trust, or comparable documents and (e) with respect to any other Person that is not an individual, its comparable organizational documents.

“Liens” means any pledge, lien, charge, option, hypothecation, mortgage, deed of trust, security interest, community property interest, adverse right, license, sublicense or any other encumbrance.

“Nasdaq” means the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market on which the New PubCo Common Stock is listed or quoted for trading on the date in question.

“New PubCo Common Stock” means the shares of common shares of New PubCo.

“Order” means any order, directive, decree, ruling, judgment, injunction, writ, determination, binding decision, verdict, award or other action that is or has been made, entered, rendered, or otherwise put into effect by or under the authority of any Governmental Authority.

“Outside Date” has the meaning set forth in Section 11(b).

“Permitted Transferee” means a transferee receiving shares pursuant to a Permitted Transfer (as defined in Section 8).

“Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Authority or other entity of any kind or nature.

“Proceeding” means any notice of noncompliance or violation, or any claim, demand, action, suit, proceeding, complaint (including a qui tam complaint), charge, hearing, litigation, audit, settlement, labor dispute, inquiry, civil investigative demand, subpoena, stipulation, assessment, arbitration, demand for recoupment or revocation, or any request (including any request for information) or investigation before or by a Governmental Authority or an arbitrator.

“Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of the BCA Closing, in substantially the form attached as Exhibit 10.3 to FIAC’s current report on form 8-K filed by FIAC on September 13, 2023.

“Registration Statement” has the meaning set forth in the Registration Rights Agreement.

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

“Securities Act” means the Securities Act of 1933, as amended.

2.            Contribution and Exchange.  At the Closing (as defined below), (i) all of the Owner’s right, title and interest in and to the Contributed Interests set forth on Schedule A will be contributed, assigned, transferred and delivered to New PubCo free and clear of any Liens, other than any restrictions imposed by applicable securities laws and (ii) as consideration for the contribution, assignment, transfer and delivery of the Contributed Interests, New PubCo will issue in the name of the Owner the number of New PubCo Shares set forth on Schedule A, which the Parties agree have a value at the Closing, in the aggregate, equal to the aggregate value of the Contributed Interests (such transactions set forth in clause (i) and (ii) collectively, the “MSP Exchange”). The New PubCo Shares shall be delivered via a book-entry record through New PubCo’s transfer agent.

3.            Closing.  The closing of the MSP Exchange (the “Closing”) shall take place remotely via exchange of documents and signatures immediately following the consummation of the BCA Transactions and the PubCo Stock Split, upon the terms and subject to the satisfaction or waiver of the conditions set forth in Section 10 (such date, the “Closing Date”).

a.            At the Closing, as a condition precedent to the obligation of New PubCo to issue to the Owner the New PubCo Shares pursuant to Section 2, the Owner shall deliver to New PubCo:

(ii)             a fully completed IRS Form W-9, duly executed by the Owner or the Owner’s regarded owner for tax purposes dated as of the date of the Closing.

b.            At the Closing, as condition precedent to the obligations of the Owner to contribute to New PubCo the Contributed Interests pursuant to Section 2, New PubCo shall deliver to the Company:

4.           Representations and Warranties of the Owner.  To induce FIAC (and, after the BCA Transactions, New PubCo as successor to FIAC) to receive the Contributed Interests and issue the New PubCo Shares as herein provided, the Owner represents and warrants to FIAC (or New PubCo) and DevvStream as of the date hereof and as of the Closing, except to the extent such representations and warranties expressly relate to another date (in which case as of such other date):

a.            The Owner is a limited liability company organized under the laws of Delaware.

b.            Other than the MSP Interests, the Company does not have any issued and outstanding equity interests except as set forth on Section 4(b) of the disclosure letter to this Agreement (the “Disclosure Letter”). All of the MSP Interests have been duly authorized and validly issued.

c.            The MSP Interests (i) were not issued in violation of the Governing Documents of the Company or any contract to which the Company is party or bound, in each case, in any material respect, (ii) were not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, or similar rights of any person, and (iii) have been offered, sold and issued in compliance with applicable securities laws, in each case under clauses (ii) and (iii), in all material respects.

d.            The MSP Interests are not subject to any preemptive rights, call option, right of first refusal or first offer, subscription rights, or similar rights of any person, and the MSP Exchange is not in violation of the Governing Documents of the Company.

e.            The Owner has the requisite power and authority to execute, deliver and perform his or its obligations under this Agreement and to consummate the MSP Exchange, without the need for the consent of any other Person (other than such consents as have heretofore been obtained).  This Agreement has been duly authorized, executed and delivered by the Owner and constitutes the valid and binding obligation of the Owner, enforceable against the Owner in accordance with the terms hereof, except as such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally and rules of law and equity governing specific performance, injunctive relief and other equitable remedies.

f.            No Proceeding is pending or to the actual knowledge of the Owner, threatened, against the Owner with respect to the Owner’s execution and delivery of this Agreement or the consummation by the Owner of the MSP Exchange.

g.            No consent, approval or authorization of or registration, qualification or filing with any Person, is required for the execution and delivery of this Agreement and the documents contemplated hereby by the Owner or for the consummation by the Owner of the MSP Exchange.

h.            The Owner has good and valid title to the Contributed Interests, free and clear of all Liens, other than any restrictions imposed by applicable securities laws.  Upon delivery of and issuance of the Contributed Interests to New PubCo as contemplated hereunder, good and valid title to such Contributed Interests will pass to New PubCo, free and clear of any Liens, other than Liens imposed by or on behalf of New PubCo or by applicable securities laws.  Other than this Agreement and the Governing Documents of the Company, there is no voting trust agreement or other contract restricting or otherwise relating to the voting, dividend rights or disposition of such Contributed Interests.

i.             The Contributed Interests represent fifty (50%) percent of the MSP Interests.

j.             The New PubCo Shares to be acquired by the Owner pursuant to this Agreement are being acquired for his or its own account, not as a nominee or agent for any other person and without a view to the distribution of such New PubCo Shares or any interest therein in violation of the Securities Act or any state securities laws. The Owner is financially able to hold the New PubCo Shares for long-term investment, believe that the nature and amount of the New PubCo Shares being acquired are consistent with their overall investment program and financial position, and recognize that there are substantial risks involved in the acquisition of the New PubCo Shares. The Owner understands that its investment in New PubCo involves a high degree of risk and are able to bear the economic risk of such investment for an indefinite period of time, including the risk of a complete loss of the Owner’s investment in such securities.

k.            The Owner’s address is as set forth below its name on Schedule A.

l.             Assuming the accuracy of the representations and warranties of FIAC (and, after the BCA Transactions, New PubCo as successor to FIAC) set forth in Section 6, the MSP Exchange is exempt from the registration requirements of the Securities Act.

m.           The Owner (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3), (7), (8), (9), (12) or (13) of Regulation D under the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule B hereto, (ii) is acquiring the New PubCo Shares only for its own account and not for the account of others, or if the Owner is acquiring the New PubCo Shares as a fiduciary or agent for one or more investor accounts, the owner of such account is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act), and the Owner has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of the owner of each such account, and (iii) is not acquiring the New PubCo Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or any securities laws of the United States or any other jurisdiction. The Owner shall provide the requested information set forth on Schedule B following the signature page hereto and the information contained therein is accurate and complete. The Owner is not an entity formed for the specific purpose of acquiring the New PubCo Shares. The term “affiliate” or “affiliated” as used in this Agreement shall mean, with respect to any individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture or other similar entity, whether or not a legal entity, or governmental entity (a “person”), any other person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person. The term “control” as used in this Agreement shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto.

n.            The Owner acknowledges and agrees that the New PubCo Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the issuance of the New PubCo Shares has not been registered under the Securities Act or any other applicable securities laws. The Owner acknowledges and agrees that the New PubCo Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Owner absent an effective registration statement under the Securities Act except (i) to New PubCo or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any book entries representing the New PubCo Shares, shall contain a restrictive legend to such effect. The Owner acknowledges and agrees that the New PubCo Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the Owner may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the New PubCo Shares and may be required to bear the financial risk of an investment in the New PubCo Shares for an indefinite period of time. The Owner acknowledges and agrees that the New PubCo Shares will not immediately be eligible for offer, resale, transfer or disposition pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”). The Owner acknowledges and agrees that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, transfer, pledge, transfer or disposition of any of the New PubCo Shares.

o.            The Owner acknowledges and agrees that the Owner has received such information as the Owner deems necessary in order to make an investment decision with respect to the New PubCo Shares, including, the Business Combination and the business of FIAC and DevvStream. Without limiting the generality of the foregoing, the Owner acknowledges that it has reviewed the SEC Filings. The Owner acknowledges and agrees that the Owner has not relied on anything other than the representations and warranties contained in Section 6 of this Agreement in making its investment decision.

p.            The Owner is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons, the Executive Order 13599 List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, each of which is administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC Lists; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of Cuba, Iran, North Korea, Russia, Syria, the Crimea, Donetsk or Luhansk regions of Ukraine or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”). The Owner agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Owner is permitted to do so under applicable law. If the Owner is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Owner maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including, without limitation, the OFAC List.

5.            Representations and Warranties of DevvStream.  To induce the Owner to contribute and exchange the Contributed Interests and receive the New PubCo Shares as herein provided, DevvStream represents and warrants to the Owner as of the date hereof and as of the Closing Date:

a.            Organization. DevvStream is a corporation duly organized, validly existing and in good standing under the laws of the Province of British Columbia, Canada and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to be material to the financial condition, operating results or assets of DevvStream.

b.            Authority. DevvStream has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the MSP Exchange, without the need for the consent of any other Person (other than such consents as have heretofore been obtained). This Agreement has been duly authorized, executed and delivered by DevvStream and constitutes the valid and binding obligation of DevvStream, enforceable against DevvStream in accordance with the terms hereof, except as such enforceability may be limited by the laws of general application relating to bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally and rules of law and equity governing specific performance, injunctive relief and other equitable remedies.

c.            Filings, Consents and Approvals. The execution and delivery by DevvStream of this Agreement, the consummation of the MSP Exchange and the fulfillment of and compliance with the respective terms hereof and thereof by DevvStream, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any Lien, security interest, charge or encumbrance upon DevvStream’s capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Governing Documents of DevvStream, any material law, statute, rule or regulation to which DevvStream is subject, any agreement to which DevvStrem or its subsidiaries is a party, or any Order, judgment or decree to which DevvStream is subject, except for any filings required after the date hereof under federal or state securities laws and except as would not reasonably be expected to be material to the financial condition, operating results or assets of DevvStream.

d.            Financial Statements; Internal Controls.

e.            Absence of Certain Changes. Since the execution of the BCA, (a) DevvStream and each of its subsidiaries have conducted their respective business in the ordinary course and consistent with past practice in all material respects.

f.            Material Adverse Effect. No Company Material Adverse Effect (as defined in the BCA) shall have occurred since the date of the BCA.

g.           Compliance with Laws. Neither DevvStream nor any of its subsidiaries is, and since its incorporation has ever been, in material conflict or material non-compliance with, or in material default or violation of any Applicable Laws. Since their respective formation, neither DevvStream nor any of its subsidiaries, (i) has received any written or, to the knowledge of DevvStream or any of its subsidiaries, oral notice of any material conflict or non-compliance with, or material default or violation of, any Applicable Laws by which it or any of its respective properties, assets, employees or other individual service providers (solely in such individuals’ capacity as service providers to DevvStream), business, products or operations are or were bound or affected, (ii) has been subjected to any investigation by a Governmental Authority regarding any actual or alleged violation of or failure on the part of DevvStream or any of its subsidiaries to comply with any Applicable Law, (iii) has had claims filed against it or any of its subsidiaries with any Governmental Authority alleging any failure by DevvStream or any of its subsidiaries to comply with Applicable Law, (iv) has not made a voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any noncompliance with any Applicable Law.

h.            Proceedings. Since DevvStream’s incorporation, there have been, and there are, no Proceedings or Orders of any nature currently pending or, to the knowledge of DevvStream, threatened against DevvStream or any of its subsidiaries, and no such Proceeding or Order has been brought against DevvStream or any of its subsidiaries, or any of their respective current or former directors, officers or securityholders, business, equity securities, or assets, or employees or other individual service providers in their capacities as such that would, individually or in the aggregate, be material to DevvStream or any of its subsidiaries, taken as a whole. No Proceeding or Order is pending or, to the knowledge of DevvStream, threatened against DevvStream with respect to DevvStream’s execution and delivery of this Agreement or the consummation of the MSP Exchange.

6.            Representations and Warranties of FIAC and New PubCo.  To induce the Owner to contribute and exchange the Contributed Interests and receive the New PubCo Shares as herein provided, FIAC (and, after the BCA Transactions, New PubCo as successor to FIAC) represent and warrant to the Owner as of the date hereof and as of the Closing Date:

a.            Organization. As of the date hereof, FIAC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to be material to the financial condition, operating results or assets of FIAC. After the consummation of the BCA Transactions, New PubCo will be a corporation duly organized, validly existing and in good standing under the laws of the Province of Alberta, Canada and qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to be material to the financial condition, operating results or assets of New PubCo.

b.            Authority. FIAC (or New PubCo) has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the MSP Exchange, without the need for the consent of any other Person (other than such consents as have heretofore been obtained). This Agreement has been duly authorized, executed and delivered by FIAC and constitutes the valid and binding obligation of FIAC, enforceable against FIAC (or New PubCo) in accordance with the terms hereof, except as such enforceability may be limited by the laws of general application relating to bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally and rules of law and equity governing specific performance, injunctive relief and other equitable remedies.

c.            Filings, Consents and Approvals. The execution and delivery by FIAC of this Agreement, the consummation of the MSP Exchange and the issuance of the New PubCo Shares, and the fulfillment of and compliance with the respective terms hereof and thereof by FIAC (or New PubCo), do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any Lien, security interest, charge or encumbrance upon the FIAC (or New PubCo)’s capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Governing Documents of FIAC (or New PubCo), any material law, statute, rule or regulation to which FIAC (or New PubCo) is subject, any agreement to which FIAC (or New PubCo) is a party, or any Order, judgment or decree to which FIAC (or New PubCo) is subject, except for any filings required after the date hereof under federal or state securities laws and except as would not reasonably be expected to be material to the financial condition, operating results or assets of FIAC (or New PubCo).

d.            Capitalization.

e.            Issuance of New PubCo Shares. Upon issuance, the Owner will have good title to the New PubCo Shares, and all of the New PubCo Shares will be (i) duly authorized, validly issued, fully paid and nonassessable, (ii) free and clear of all Liens, (iii) assuming the accuracy of the representations and warranties of the Owner, issued in compliance with applicable securities laws or exemptions therefrom, and (iv) will not be subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right or any similar right under any provision of the Governing Documents of FIAC (or New PubCo) or any contract by which FIAC (or New PubCo) is otherwise bound.

f.            Reports, Registrations and Statements.

g.            Compliance with Laws. FIAC (or New PubCo) is not, and since its incorporation has never been, in material conflict or material non-compliance with, or in material default or violation of any Applicable Laws.

h.            Proceedings. No Proceeding is pending or, to the actual knowledge of FIAC (or New PubCo) or DevvStream, threatened against FIAC (or New PubCo) or DevvStream with respect to FIAC (or New PubCo)’s or DevvStream’s execution and delivery of this Agreement or the consummation of the MSP Exchange.

i.             Regulation D Qualification. Neither FIAC (or New PubCo) nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial stockholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

j.             No Directed Selling Efforts or General Solicitation. Neither FIAC (or New PubCo) nor any Person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of any of the New PubCo Shares.

k.            No Integrated Offering. Neither FIAC (or New PubCo) nor its subsidiaries nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any FIAC (or New PubCo) security or solicited any offers to buy any FIAC (or New PubCo) security, under circumstances that would adversely affect reliance by FIAC (or New PubCo) on Section 4(a)(2) and Regulation D for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities Act, nor will FIAC (or New PubCo) take any action or steps that would adversely affect reliance by FIAC (or New PubCo) on Section 4(a)(2) and Regulation D for the exemption from registration for the transactions contemplated hereby or require registration of the New PubCo Common Stock under the Securities Act.

l.             Private Placement. Assuming the accuracy of the representations and warranties of the Owner set forth in Section 4, the MSP Exchange is exempt from the registration requirements of the Securities Act. The issuance of the New PubCo Shares does not contravene the rules and regulations of Nasdaq.

7.            Registration Rights.

a.            Except with respect to certain definitions set forth below, capitalized terms in this Section 7 shall have the meanings given to them in the Registration Rights Agreement.

b.            Section 2(a)(i) and (ii), Section 2(d), Section 3, Section 4, Section 5, Section 6(a), and Section 6(l) of the Registration Rights Agreement is incorporated herein by reference.

c.            Prior to filing the Registration Statement, FIAC (or New PubCo) shall provide the Owner with a reasonable opportunity to review such Registration Statement, and shall consider in good faith any comments with respect to the Owner’s information.

d.            After the date hereof, no Registration Statement shall be filed by New PubCo prior to the filing of the Registration Statement which includes the Registrable Securities.

8.            Prohibition on Transfers.

a.            For purposes of this Section 8, the following capitalized terms shall have the following meanings:

b.            The Owner agrees that, from the Closing Date and until the conclusion of such applicable Lock-up Period (and without limitation of the provisions set forth in Section 8(c), the Owner shall not (i) Transfer or permit the Transfer of the Owner’s New PubCo Shares, Beneficial Ownership thereof or any other interest therein unless such Transfer is a Permitted Transfer effected in accordance with the terms of this Section 8; or (ii) take any action that would restrict or otherwise adversely affect the Holder’s legal power, authority and right to comply with and perform its covenants and obligations pursuant to this Section 8.  Any Transfer in violation of this provision shall be void ab initio.  For purposes of clarity, any New PubCo Shares that become Free Trading Shares, pursuant to the termination of the applicable Lock-up Period, are not subject to the transfer restrictions contemplated by this Section 8(b).

c.            Notwithstanding the foregoing, if, following the Closing Date, the closing price of the New PubCo Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, including but not limited to, the reverse split factor contemplated by the Business Combination Agreement) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Closing Date, the Owner’s New PubCo Shares shall be released from the transfer restrictions contemplated by this Section 8.

9.            Other Covenants and Agreements.

a.            Nasdaq Listing. FIAC (or New PubCo) will use commercially reasonable efforts to continue the listing and trading of the New PubCo Common Stock on Nasdaq and, in accordance therewith, will use commercially reasonable efforts to comply in all material respects with FIAC (or New PubCo)’s reporting, filing and other obligations under the rules of such exchange.

b.            Board Observer. Following the Closing, the Owner or its Permitted Transferee(s) shall collectively designate one observer to the board of directors of New PubCo for so long as any Owner or any Permitted Transferee of the Owner owns at least 50% of the New PubCo Shares.

c.            Tax Election. The Company (and any subsidiary of the Company that is a partnership for US federal income tax purposes) shall make an election pursuant to Section 754 of the Internal Revenue Code of 1986, as amended, effective as of the taxable year that includes the Closing Date to the extent such election is not already in effect.

10.          Conditions to Closing.

a.            Conditions to all Parties Obligations. The obligations of the Parties to consummate the MSP Exchange are subject to the fulfillment, on or before the Closing Date, of each of the following conditions:

No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of the BCA Transactions, the New PubCo Stock Split or the transactions contemplated by this Agreement.

b.            Conditions of the Owner’s Obligations. The obligations of the Owner to consummate the MSP Exchange are subject to the fulfillment, on or before the Closing Date, of each of the following conditions:

c.            Conditions of FIAC’s and DevvStream’s Obligations. The obligations of FIAC and DevvStream to consummate the MSP Exchange are subject to the fulfillment, on or before the Closing Date, of each of the following conditions:

a.            This Agreement may be terminated at any time prior to the MSP Exchange, by:

b.            In the event that any Party hereto terminates this Agreement pursuant to Section 11(a)(iii), FIAC shall pay to the Owner its reasonable and documented out-of-pocket expenses incurred in connection with the negotiation and execution of this Agreement.

12.          Miscellaneous.

a.            Amendments and Waivers.  The provisions of this Agreement may be amended modified or waived at any time, in whole or in part, upon the written agreement of the Parties hereto. The failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of such provision and shall not affect the right of such party thereafter to enforce each provision of this Agreement in accordance with its terms.

b.            Entire Agreement.  This Agreement contains the entire understanding of the parties hereto with regard to the subject matter contained in this Agreement and supersedes all prior agreements or understandings of the parties in any way to the contribution and exchange, as applicable, of the equity interests of MSP.

c.            Further Assurances.  Each Party hereto shall cooperate and take such action as may be reasonably requested by another party hereto in order to carry out the provisions and purposes of this Agreement and to consummate the MSP Exchange.

d.            Notices.  All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given only (a) when delivered personally to the recipient, (b) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid), (c) when sent by electronic mail if sent prior to 5:00 p.m. (Eastern Time) on a Business Day and on the next Business Day if sent after 5:00 p.m. (Eastern Time) on a Business Day or on any day that is not a Business Day or (d) five (5) Business Days after being mailed to the recipient by certified or registered mail (return receipt requested and postage prepaid).  Such notices, demands and other communications shall be sent to the address for such recipient set forth herein, or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.  A party may change its address, contact person or email address by providing written notice, in accordance with the foregoing provisions of this Section 12.d), to the other parties of such change. Any notice to the Owner shall be sent pursuant to the methods set forth herein to the contact information set forth on Schedule A.

Any notice to FIAC, DevvStream or New PubCo shall be sent pursuant to the methods set forth herein to:

DevvStream Corp.

c/o DevvStream Holdings Inc.

2133-1177 West Hastings Street

Vancouver, BC V6E 2K3

Attention: Sunny Trinh

E-mail: sunny@devvstream.com

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

Morrison & Foerster LLP

12531 High Bluff Drive

San Diego, CA 92130

Attention: Shai Kalansky; Omar Pringle; Justin Salon

Email: skalansky@mofo.com; opringle@mofo.com; justinsalon@mofo.com

and

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attn: Lauren M. Colasacco, P.C.; Peter Seligson, P.C.

Email: lauren.colasacco@kirkland.com; peter.seligson@kirkland.com

e.            Governing Law; Forum.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Subject to Section 12.f), any Proceedings arising out of or based upon this Agreement, or the transactions contemplated hereby shall be instituted exclusively in the Delaware Chancery Court or the United States District court for the District of Delaware and each party irrevocably submits to the exclusive jurisdiction of such courts in any such Proceedings.

f.            Waiver of Jury Trial.  BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.  THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDINGS BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES HEREUNDER.  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH PROCEEDINGS SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

h.            Headings.  The headings of the Sections of this Agreement are for the convenience of reference only, and are not to be considered in construing the terms and provisions of this Agreement.

i.             Successors and Assigns.  This Agreement shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. The Parties agree that New PubCo, as successor to FIAC, shall be a party to this Agreement.

j.            Execution in Counterparts; Facsimile and E-Mail Signatures.  This Agreement may be executed in two or more counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart to this Agreement in facsimile or other electronic format (including documents in PDF format) shall be effective as delivery of a manually executed counterpart to this Agreement.

k.            Severability.  Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under Applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any Applicable Law in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

l.             Remedies Cumulative.  No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power or remedy hereunder shall preclude any other or further exercise thereof.

m.           No Third-Party Beneficiaries.  This Agreement is for the sole benefit of the parties hereto and their successors and permitted assigns and nothing herein expressed or implied shall give or be construed to give to any Person, other than the parties hereto and such assigns, any legal or equitable rights hereunder.

n.            Construction and Interpretation.  This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any agreement, instrument or document to be drafted.

[The Remainder of This Page Is Intentionally Left Blank.]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

	FOCUS IMPACT ACQUISITION CORP.
	By:	/s/ Carl Stanton
	Name:	Carl Stanton
	Title:	Chief Executive Officer

	DEVVSTREAM HOLDINGS INC.
	By:	/s/ Sunny Trinh
	Name:	Sunny Trinh
	Title:	Chief Executive Officer

	OWNER:
	CRESTMONT INVESTMENTS LLC
	By:
	Name:
	Title:

ELIGIBILITY REPRESENTATIONS OF THE OWNER

This Schedule must be completed by the Owner and forms a part of the Agreement to which it is attached. Capitalized terms used and not otherwise defined in this Schedule have the meanings given to them in the Agreement. The Owner must check the applicable box in either Section A, Section B or Section C below. For purposes of this Schedule B, DevvStream Corp. is referred to as the “Company.”

 

Rule 501(a) under the Securities Act, in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. The Owner has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to the Owner and under which the Owner accordingly qualifies as an “accredited investor.”

This page should be completed by the Owner
and constitutes a part of the Agreement.

---

---

Exhibit 10.3

Execution Version

Name of Investor:

State/Country of Formation or Domicile:

By:
Name:
Title:

Name in which PIPE Shares and Sponsor Shares are to be registered (if different):			Date: October __, 2024
Investor’s EIN/SSN (as applicable):
Business Address-Street:			Mailing Address-Street (if different):
City, State, Zip:			City, State, Zip:
Attn:			Attn:
Telephone No.:			Telephone No.:
Facsimile No.:			Facsimile No.:
Email:			Email:

	Focus Impact Acquisition Corp.
	By:
	Name:	Carl Stanton
	Title:	Chief Executive Officer
	Focus Impact Sponsor, LLC
	By:
	Name:	Carl Stanton
	Title:	Authorized Signatory

	(i)	if to the Investor:
		Karbon-X Corp.
		510 5th St. SW, Suite 910
		Calgary, AB Canada T2P 3S2
		Attn:	Chad Clovis, Chief Executive Officer
		Email:	cc@karbon-x.com
		with a copy (which shall not constitute notice) to:
		Cutler Law Group, P.C.
		6575 West Loop South, Suite 500
		Bellaire, TX 77401
		Attn:	M. Richard Cutler
		Email:	rcutler@cutlerlaw.com
	(ii)	if to the Company:
		Focus Impact Acquisition Corp.
		250 Park Avenue Ste 911
		New York, NY 10177
		Attn:	Carl Stanton
		E-mail:	cstanton@focus-impact.com
		With a copy (which will not constitute notice) to:
		Kirkland & Ellis LLP
		601 Lexington Avenue
		New York, NY 10022
		Attn:	Peter Seligson, P.C.
		E-mail:	peter.seligson@kirkland.com

Name of Investor:			State/Country of Formation or Domicile: Nevada
By:
Name:
Title:
			Date: October ___, 2024

	Focus Impact Acquisition Corp.
	By:
	Name:	Carl Stanton
	Title:	Chief Executive Officer

1.

☐ We are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act or an entity in which all of the equity holders are accredited investors within the meaning of Rule 501(a) under the Securities Act), and have marked and initialed the appropriate box below indicating the provision under which we qualify as an “accredited investor.”

2.

☐ We are not a natural person.

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this "Registration Rights Agreement"), effective as of October 29, 2024, is entered into between Karbon-X Corp., a Nevada corporation (“Seller”), and Focus Impact Acquisition Corp., a Delaware corporation (the “Company” or “FIAC”), in connection with the Business Combination Agreement, dated September 12, 2023, as amended by the first amendment thereto, dated as of May 1, 2024, and as further amended by the second amendment thereto, dated as of August 10, 2024 (as the same maybe further amended, the “Business Combination Agreement,” and the transactions contemplated thereby, the “Business Combination”), by and among the Company, Focus Impact Amalco Sub Ltd. (“Amalco Sub”), a company existing under the laws of the Province of British Columbia, and DevvStream Holdings Inc. (“DevvStream”), a company existing under the Laws of the Province of British Columbia, pursuant to which, among other things, the Company is expected to continue from the State of Delaware under the Delaware General Corporation Law to the Province of Alberta under the Business Corporations Act. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Carbon Credit Purchase Agreement by and between the Company, the Seller and DevvStream, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Carbon Credit Agreement").

WHEREAS:

In connection with the Business Combination, DevvStream and the Investor entered into that certain Carbon Credit Purchase Agreement, dated as the date hereof (the “Purchase Agreement” and, together with this Agreement, the “Transaction Documents”), pursuant to which, among other things, the Investor agreed to sell Carbon Credits as set forth on Exhibit A thereto (the “Purchased Credits”) for an aggregate purchase price of USD $1,137,197.25 (the “Purchase Price”), which Purchase Price will be payable in common shares of the Company (“Common Shares”) to be issued immediately following the closing of the Business Combination at a deemed price of $6.50, for a total of 174,953 shares (the “Consideration Shares”). The Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the "Securities Act"), and applicable state securities laws. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

1.           DEFINITIONS.

As used in this Agreement, the following terms shall have the following meanings:

a.          "Investor" means Seller, any transferee or assignee thereof to whom Seller assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement.

b.        "Person" means any individual or entity including but not limited to any corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.

c.          "Register," "registered," and "registration" refer to a registration effected by preparing and filing one or more registration statements of the Company in compliance with the Securities Act and/or pursuant to Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous basis ("Rule 415"), and the declaration or ordering of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission (the "SEC").

d.          "Registrable Securities" means all of the Shares which have been, or which may, from time to time be issued, including without limitation all of the shares of common stock which have been issued or will be issued to the Investor under the Carbon Credit Purchase Agreement (without regard to any limitation or restriction on purchases), or shares of common stock issued to the Investor as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on purchases under the Carbon Credit Purchase Agreement.

e.           "Registration Statement" means one or more registration statements of the Company covering the sale of the Registrable Securities.

2.           REGISTRATION.

a.        Mandatory Registration.  the Company shall, on or before 45 days from the date of this Agreement, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments.  The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date, but in any event within 120 days from the date hereof (the “Effective Date”). The Company shall use its reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and no Available Amount remains under the Carbon Credit Purchase Agreement (the "Registration Period"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

b.          Rule 424 Prospectus.  the Company shall, as required by applicable securities regulations, from time to time file with the SEC, pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to be used in connection with sales of the Registrable Securities under the Registration Statement.  The Investor and its counsel shall have a reasonable opportunity to review and comment upon such prospectus prior to its filing with the SEC, and the Company shall give due consideration to all such comments.  The Investor shall use its reasonable best efforts to comment upon such prospectus within one (1) Business Day from the date the Investor receives the final pre-filing version of such prospectus.

c.          Sufficient Number of Shares Registered.  In the event the number of shares available under the Registration Statement is insufficient to cover all of the Registrable Securities, the Company shall amend the Registration Statement or file a new Registration Statement (a “New Registration Statement”), so as to cover all of such Registrable Securities (subject to the limitations set forth in Section 2(a)) as soon as practicable, but in any event not later than thirty (30) Business Days after the necessity therefor arises, subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act.  the Company shall use it reasonable best efforts to cause such amendment and/or New Registration Statement to become effective as soon as practicable following the filing thereof.  The Company agrees that it shall not file any such Other Registration Statement unless all of the Registrable Securities have been included in such Other Registration Statement or otherwise have been registered for resale as described above.

d.          Offering.  If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid.  In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor.  Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).

3.           RELATED OBLIGATIONS.

With respect to the Registration Statement and whenever any Registrable Securities are to be registered pursuant to Section 2 including on any New Registration Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:

a.         the Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any registration statement and the prospectus used in connection with such registration statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep the Registration Statement or any New Registration Statement effective at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by the Registration Statement or any New Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such registration statement.

b.          the Company shall permit the Investor to review and comment upon the Registration Statement or any New Registration Statement and all amendments and supplements thereto at least two (2) Business Days prior to their filing with the SEC, and not file any document in a form to which Investor reasonably objects.  The Investor shall use its reasonable best efforts to comment upon the Registration Statement or any New Registration Statement and any amendments or supplements thereto within two (2) Business Days from the date the Investor receives the final version  thereof.  the Company shall furnish to the Investor, without charge any correspondence from the SEC or the staff of the SEC to the Company or its representatives relating to the Registration Statement or any New Registration Statement.

c.           Upon request of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with the SEC, at least one copy of such registration statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any registration statement, a copy of the prospectus included in such registration statement and all amendments and supplements thereto (or such other number of copies as the Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as the Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by the Investor. For the avoidance of doubt, any filing available to the Investor via the SEC’s live EDGAR system shall be deemed “furnished to the Investor” hereunder.

d.          the Company shall use reasonable best efforts to (i) register and qualify the Registrable Securities covered by a registration statement under such other securities or "blue sky" laws of such jurisdictions in the United States as the Investor reasonably requests (up to ten), (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction.  the Company shall promptly notify the Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or "blue sky" laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.

e.          As promptly as practicable after becoming aware of such event or facts, the Company shall notify the Investor in writing of the happening of any event or existence of such facts as a result of which the prospectus included in any registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and promptly prepare a supplement or amendment to such registration statement to correct such untrue statement or omission, and deliver a copy of such supplement or amendment to the Investor (or such other number of copies as the Investor may reasonably request).  the Company shall also promptly notify the Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a registration statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to the Investor by email or facsimile on the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements to any registration statement or related prospectus or related information, and (iii) of the Company’s reasonable determination that a post-effective amendment to a registration statement would be appropriate.

f.          the Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of any registration statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

g.          the Company shall (i) cause all the Registrable Securities to be listed on each securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the Principal Market.  the Company shall pay all fees and expenses in connection with satisfying its obligation under this Section.

h.          the Company shall cooperate with the Investor to facilitate the timely preparation and delivery of certificates or book entry statements (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to any registration statement and enable such certificates or book entry statements to be in such denominations or amounts as the Investor may reasonably request and registered in such names as the Investor may request.

i.            the Company shall at all times provide a transfer agent and registrar with respect to its Common Stock.

j.          If reasonably requested by the Investor, the Company shall (i) immediately incorporate in a prospectus supplement or post-effective amendment such information as the Investor believes should be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities; (ii) make all required filings of such prospectus supplement or post-effective amendment as soon as practicable upon notification of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any registration statement.

k.          the Company shall use its reasonable best efforts to cause the Registrable Securities covered by any registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.

l.           Within one (1) Business Day after any registration statement which includes the Registrable Securities is ordered effective by the SEC, the Company shall notify the transfer agent for such Registrable Securities (with copies to the Investor) that such registration statement has been declared effective by the SEC.  Thereafter, if requested by the the Company at any time, the Company shall require its counsel to deliver to the the Company a written confirmation whether or not the effectiveness of such registration statement has lapsed at any time for any reason (including, without limitation, the issuance of a stop order) and whether or not the registration statement is current and available to the the Company for sale of all of the Registrable Securities.

m.       the Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable Securities pursuant to any registration statement.

4.           OBLIGATIONS OF THE INVESTOR.

a.          the Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any registration statement hereunder.  The Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.

b.         The Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any registration statement hereunder.

c.          The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) or the first sentence of 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until the Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e).  Notwithstanding anything to the contrary, the Company shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive legend in accordance with the terms of the Carbon Credit Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor's receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Investor has not yet settled.

5.           EXPENSES OF REGISTRATION.

All reasonable expenses, other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company, shall be paid by the Company.

6.          INDEMNIFICATION.

a.         To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each Person, if any, who controls the Investor, the members, the directors, officers, partners, employees, agents, representatives of the Investor and each Person, if any, who controls the Investor within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act") (each, an "Indemnified Person"), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint or several, (collectively, "Claims") incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto ("Indemnified Damages"), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the Registration Statement, any New Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered ("Blue Sky Filing"), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement or any New Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to Section 6(c) hereof, the Company shall reimburse each Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim.  Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information about the Investor furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation of the Registration Statement, any New Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e); (ii) with respect to any superseded prospectus, shall not inure to the benefit of any such person from whom the person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the superseded prospectus was corrected in the revised prospectus, as then amended or supplemented, if such revised prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly advised in writing not to use the incorrect prospectus prior to the use giving rise to a violation and such Indemnified Person, notwithstanding such advice, used it; (iii) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e); and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investor pursuant to Section 9.

b.           In connection with any Registration Statement in which the Investor is participating, the Investor agrees to indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each, a “Company Party” and, collectively, the “Company Parties”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case, to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with the Investor Information; and, subject to Section 6(c) and the below provisos in this Section 6(b), the Investor shall reimburse a Company Party any legal or other expenses reasonably incurred by such Company Party in connection with investigating or defending any such Claim; provided, however, the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Investor, which consent shall not be unreasonably withheld or delayed; and provided, further that the Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the Investor as a result of the applicable sale of Registrable Securities pursuant to such Registration Statement, Prospectus or Prospectus Supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Party and shall survive the transfer of any of the Registrable Securities by the Investor pursuant to Section 9.

c.           Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding.  The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or claim.  The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto.  No indemnifying party shall be liable for any settlement of any action, claim or proceeding effectuated without its written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent.  No indemnifying party shall, without the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such claim or litigation.  Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made.  The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.

c.         The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred; provided that any Person receiving any payment pursuant to this Section 6 shall promptly reimburse the Person making such payment for the amount of such payment to the extent a court of competent jurisdiction determines that such Person receiving such payment was not entitled to such payment.

d.          The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

7.           CONTRIBUTION.

To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities.

8.           REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS.

With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees, at the Company’s sole expense, to:

a.           make and keep public information available, as those terms are understood and defined in Rule 144;

b.          file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144;

c.          furnish to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration, unless to the extent such information is publicly available; and

d.          take such additional action as is requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s Transfer Agent as may be requested from time to time by the Investor and otherwise fully cooperate with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.

the Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor.  The Investor may not assign its rights under this Agreement without the written consent of the Company.

10.         AMENDMENT OF REGISTRATION RIGHTS.

No provision of this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

11.          MISCELLANEOUS.

a.           A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities.  If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.

b.           Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered:  (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile or email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same.  The addresses for such communications shall be:

or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change.  Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender's facsimile machine or email account containing the time, date, recipient facsimile number or email address, as applicable, and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

c.          All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

d.        This Registration Rights Agreement, the Subscription Agreement and the Carbon Credit Purchase Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein.  This Registration Rights Agreement and the Carbon Credit Purchase Agreement supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof.

e.           Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties hereto.

f.           The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

g.          This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement.  This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission, docusign or by e-mail in a “.pdf” format data file of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

h.          Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

i.           The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction will be applied against any party.

j.           This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

* * * * * *

---

a.

The Company shall, in its sole discretion, select the amount of the Advance, not to exceed the Maximum Advance Amount, it desires to issue and sell to the Investor in each Advance Notice and the time it desires to deliver each Advance Notice.

b.

There shall be no mandatory minimum Advances and no non-usages fee for not utilizing the Commitment Amount or any part thereof.

c.

The Advance Notice shall be valid upon delivery to Investor in accordance with Exhibit C.

a.

An Advance Notice shall be deemed delivered on the day it is received by the Investor if such notice is received by email prior to 8:30 a.m. Eastern Time (or later if waived by the Investor in its sole discretion) in accordance with the instructions set forth on Exhibit C. Following the receipt of such Advance Notice the Investor shall provide the Company with a confirmation of its receipt of such Advance Notice, which receipt may be in the form of any email or orally (each, an “Advance Notice Confirmation”).

b.

Promptly after receipt of the Advance Notice with respect to each Advance (and, in any event, not later than one (1) Trading Days after such receipt), the Company will, or will cause its transfer agent to, issue in the Investor’s name in a DRS account or accounts at the transfer agent all the shares of Common Stock purchased by Investor pursuant to such Advance. Such Common Stock shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and the certificate or book-entry statement representing such Shares shall bear the restrictive legend under the Securities Act. Notwithstanding the foregoing, if the Investor is to resell the Common Stock in a manner described under the caption “Plan of Distribution” in the Registration Statement and otherwise in compliance with this Agreement, the Investor shall concurrently with the delivery by the Investor to the Company of such Advance Notice Confirmation deliver to the transfer agent and Company the items set forth in clause (b) of the definition of DWAC Shares with respect to such resold shares of Common Stock and such other items as the transfer agent or counsel to the Company may reasonably request (collectively, the “Transfer Agent Deliverables”). With respect to shares of Common Stock or Commitment Fee Shares to be resold by the Investor as described in the preceding sentence and as to which the Investor has timely delivered the Transfer Agent Deliverables with respect to such shares of Common Stock or Commitment Fee Shares, such securities shall be delivered and credited by the transfer agent using the Fast Automated Securities Transfer (FAST) Program maintained by DTC (or any similar program hereafter adopted by DTC performing substantially the same function) to the account with DTC of the Investor’s designated Broker-Dealer as specified in the Transfer Agent Deliverables with respect to such securities at the time such securities would otherwise have been required to be delivered to the Investor in accordance with this Agreement, which securities (x) shall only be used by the Investor’s Broker-Dealer to deliver such securities to DTC for the purpose of settling the Investor’s share delivery obligations with respect to the sale of such Common Stock or Commitment Fee Shares (as applicable), which may include delivery to other accounts of such Broker-Dealer and inclusion in the number of shares of Common Stock or Commitment Fee Shares delivered by that Broker-Dealer in “net settling” that Broker-Dealer’s trading of shares of Common Stock, including its positions with the Broker-Dealers of the respective persons who purchase such securities from the Investor, and (y) shall remain “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act until so delivered. The Company and the Investor acknowledge that such Commitment Fee Shares or shares of Common Stock (as applicable) credited to the account with DTC of the Investor’s designated Broker-Dealer shall be eligible for transfer to the third-party purchasers of such Commitment Fee Shares or shares of Common Stock or their respective Broker-Dealers as DWAC Shares. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of shares.

a.

Ownership Limitation; Commitment Amount. In no event shall the number of shares of Common Stock issuable to the Investor pursuant to an Advance cause the aggregate number of Shares beneficially owned (as calculated pursuant to Section 13(d) of the Exchange Act) by the Investor and its Affiliates as a result of previous issuances and sales of Common Stock to Investor under this Agreement to exceed 9.99% of the then outstanding Common Stock (the “Ownership Limitation”). In connection with each Advance Notice delivered by the Company, any portion of an Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of shares of Common Stock issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the amount of the Advance requested by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, Investor will promptly notify the Company of such event.

b.

Registration Limitation. In no event shall an Advance exceed the amount registered under the Registration Statement then in effect (the “Registration Limitation”) or the Exchange Cap to the extent applicable. In connection with each Advance Notice, any portion of an Advance that would exceed the Registration Limitation or Exchange Cap shall automatically be withdrawn with no further action required by the Company and such Advance Notice shall be deemed automatically modified to reduce the aggregate amount of the requested Advance by an amount equal to such withdrawn portion in respect of each Advance Notice; provided that in the event of any such automatic withdrawal and automatic modification, Investor will promptly notify the Company of such event.

c.

Notwithstanding any other provision in this Agreement, the Company and the Investor acknowledge and agree that upon the Investor’s receipt of a valid Advance Notice the parties shall be deemed to have entered into an unconditional contract binding on both parties for the purchase and sale of Common Stock pursuant to such Advance Notice in accordance with the terms of this Agreement and subject to Applicable Law and Section 3.08 (Trading Activities), the Investor may sell Common Stock during the Pricing Period.

a.

On the Settlement Date in respect of an Advance, the Investor shall deliver to the Company a written document, in the form attached hereto as Exhibit B (each a “Settlement Document”), setting forth the final number of shares of Common Stock to be purchased by the Investor (taking into account any adjustments pursuant to Section 2.04), the Purchase Price, the aggregate proceeds to be paid by the Investor to the Company, and a report by Bloomberg, L.P. indicating the lowest intraday sale price for the Common Stock for each of the Trading Days during the Pricing Period (or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the parties), in each case in accordance with the terms and conditions of this Agreement. The Investor shall pay to the Company the aggregate purchase price of the Common Stock (as set forth in the Settlement Document) in cash in immediately available funds to an account designated by the Company in writing and transmit notification to the Company that such funds transfer has been requested.

b.

Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event set forth in Section 6.08(i) through (v) has occurred or if the Material Outside Event set forth in Sections 6.08(vi) or (vii) shall have occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that the pending Advance shall end (the “Advance Halt”) and the final number of shares of Common Stock to be purchased by the Investor at the Closing for such Advance shall be equal to the number of shares of Common Stock sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

c.

On or prior to the Settlement Date, each of the Company and the Investor shall deliver to the other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement or as otherwise reasonably required in order to implement and effect the transactions contemplated herein.

a.

If on or prior to the Required Delivery Date either (I) if the transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver a certificate to Investor and register such shares of Common Stock on the Company’s share register or, if the transfer agent is participating in the DTC Fast Automated Securities Transfer Program, credit the balance account of Investor or Investor’s designee with DTC for the number of shares of Common Stock to which Investor submitted for legend removal by Investor pursuant to clause (ii) below or otherwise or (II) if the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program, the transfer agent fails to credit the balance account of Investor or Investor’s designee with DTC for any shares of Common Stock submitted for legend removal by Investor, in each case, if and only if the Investor has delivered the Transfer Agent Deliverables in accordance with the requirements of Section 2.03(b) above, and the Company fails to promptly, but in no event later than one (1) Business Day (x) so notify Investor and (y) deliver the Common Stock electronically without any restrictive legend in accordance with the requirements of Section 2.03(b) above, and if on or after such Trading Day Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by Investor of shares of Common Stock submitted for legend removal by Investor that Investor is entitled to receive from the Company (a “Buy-In”), then the Company shall, within one (1) Business Day after Investor’s request and in Investor’s discretion, either (i) pay cash to Investor in an amount equal to Investor’s total purchase price (including brokerage commissions, borrow fees and other out-of-pocket expenses, if any, for the Common Stock so purchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit Investor’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to Investor a certificate or certificates or credit the balance account of Investor or Investor’s designee with DTC representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to Investor in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock that the Company was required to deliver to Investor by the Required Delivery Date multiplied by (B) the price at which Investor sold such shares of Common Stock in anticipation of the Company’s timely compliance with its delivery obligations hereunder. Nothing shall limit Investor’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof.

b.

In the event the Investor sells shares of Common Stock after receipt of an Advance Notice and the Company fails to perform its obligations as mandated in Section 2.03, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Article V hereto and in addition to any other remedy to which the Investor is entitled at law or in equity, including, without limitation, specific performance, it will hold the Investor harmless against any loss, claim, damage, or expense (including, without limitation, all brokerage commissions, borrow fees, legal fees and expenses and all other related out-of-pocket expenses), as incurred, arising out of or in connection with such default by the Company and acknowledges that irreparable damage may occur in the event of any such default, other than any such loss, claim, damage or expenses directly arising from the fraud, gross negligence or intentional misconduct of the Investor (as determined by a final non-appealable judgment of court having jurisdiction over such matter). It is accordingly agreed that the Investor shall be entitled to an injunction or injunctions to prevent such breaches of this Agreement and to specifically enforce (subject to the Securities Act and other rules of the Principal Market or Trading Market), without the posting of a bond or other security, the terms and provisions of this Agreement.

a.

the subject of any Sanctions; or

b.

has a place of business in, or is operating, organized, resident or doing business in a country or territory that is, or whose government is, the subject of Sanctions Programs (including without limitation Crimea, Cuba, Iran, North Korea, Sudan and Syria).

a.

Filing of a Registration Statement. No later than thirty (30) calendar days following the date of the Business Combination, the Company shall use its reasonable best efforts to prepare and file with the SEC a Registration Statement for the resale by the Investor of Registrable Securities and to file one or more additional Registration Statements for the resale by Investor of Registrable Securities if necessary. The Company acknowledges and agrees that it shall not have the ability to request any Advances until the effectiveness of a Registration Statement registering the applicable Registrable Securities for resale by the Investor. The Company and the Investor shall mutually agree on a good faith estimate of the number of Commitment Fee Shares which may be issuable pursuant to Section 13.04 for purposes of registration; provided, however, that in the event such estimated number of shares have been (i) underestimated, the Company shall use reasonable best efforts to register additional Commitment Fee Shares promptly after such underestimation is made known to the Company and (ii) overestimated, the Company shall treat (and disclose in the registration statement the same) such excess shares as Common Stock issuable and saleable to the Investor pursuant to Advances hereunder.

b.

Maintaining a Registration Statement. The Company shall use commercially reasonable efforts to maintain the effectiveness of any Registration Statement that has been declared effective at all times during the Commitment Period, provided, however, that if the Company has received notification pursuant to Section 2.07 that the Investor has completed resales pursuant to the Registration Statement for the full Commitment Amount, then the Company shall be under no further obligation to maintain the effectiveness of the Registration Statement. Notwithstanding anything to the contrary contained in this Agreement, the Company shall use commercially reasonable efforts to ensure that, when filed, each Registration Statement (including, without limitation, all amendments and supplements thereto) and the prospectus (including, without limitation, all amendments and supplements thereto) used in connection with such Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. During the Commitment Period, the Company shall notify the Investor promptly if (i) the Registration Statement shall cease to be effective under the Securities Act, (ii) the Common Stock shall cease to be authorized for listing on the Principal Market or Trading Market, (iii) the Common Stock cease to be registered under Section 12(b) or Section 12(g) of the Exchange Act or (iv) the Company fails to file in a timely manner all reports and other documents required of it as a reporting company under the Exchange Act (subject to applicable grace periods).

c.

Filing Procedures. Not less than one business day prior to the filing of a Registration Statement and not less than one business day prior to the filing of any related amendments and supplements to any Registration Statements (except for any amendments or supplements caused by the filing of any annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any similar or successor reports), the Company shall furnish to the Investor copies of all such documents proposed to be filed, which documents (other than those filed pursuant to Rule 424 promulgated under the Securities Act) will be subject to the reasonable and prompt review of the Investor (in each of which cases, if such document contains material non-public information as consented to by the Investor pursuant to Section 6.13, the information provided to Investor will be kept strictly confidential until filed and treated as subject to Section 6.08). The Investor shall furnish comments on a Registration Statement and any related amendment and supplement to a Registration Statement to the Company within 24 hours of the receipt thereof. If the Investor fails to provide comments to the Company within such 24-hour period, then the Registration Statement, related amendment or related supplement, as applicable, shall be deemed accepted by the Investor in the form originally delivered by the Company to the Investor.

d.

Amendments and Other Filings. The Company shall use commercially reasonable efforts to (i) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the related prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement effective at all times during the Commitment Period, and prepare and file with the SEC such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement (subject to the terms of this Agreement), and as so supplemented or amended to be filed pursuant to Rule 424 promulgated under the Securities Act; (iii) provide the Investor copies of all correspondence from and to the SEC relating to a Registration Statement (provided that the Company may excise any information contained therein which would constitute material non-public information), and (iv) comply with the provisions of the Securities Act with respect to the disposition of all the shares of Common Stock covered by such Registration Statement until such time as all of such shares of Common Stock shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 6.01(e)) by reason of the Company’s filing a report on Form 10-K, Form 10-Q, or Form 8-K or any analogous report under the Exchange Act, the Company shall use commercially reasonable efforts to file such report in a prospectus supplement filed pursuant to Rule 424 promulgated under the Securities Act to incorporate such filing into the Registration Statement, if applicable, or shall file such amendments or supplements with the SEC either on the day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement the Registration Statement, if feasible, or otherwise promptly thereafter.

e.

Blue-Sky. The Company shall use its commercially reasonable efforts to, if required by Applicable Law, (i) register and qualify the Common Stock covered by a Registration Statement under such other securities or “blue sky” laws of such jurisdictions in the United States as the Investor reasonably requests, (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Commitment Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Commitment Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Common Stock for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (w) make any change to its articles of incorporation or bylaws, (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 6.01(f), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify the Investor of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Common Stock for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

a.

Establishment of a Black Out Period. During the Commitment Period, the Company from time to time may suspend the use of the Registration Statement by written notice to the Investor in the event that the Company determines in its sole discretion in good faith that such suspension is necessary to (A) delay the disclosure of material nonpublic information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement the Registration Statement or prospectus so that such Registration Statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (a “Black Out Period”).

b.

No Sales by Investor During the Black Out Period. During such Black Out Period, the Investor agrees not to sell any shares of Common Stock of the Company.

c.

Limitations on the Black Out Period. The Company shall not impose any Black Out Period that is longer than 120 days in any 360 day period, or 90 consecutive days, or in a manner that is more restrictive (including, without limitation, as to duration) than the comparable restrictions that the Company may impose on transfers of the Company’s equity securities by its directors and senior executive officers. In addition, the Company shall not deliver any Advance Notice during any Black Out Period. If the public announcement of such material, nonpublic information is made during a Black Out Period, the Black Out Period shall terminate immediately after such announcement, and the Company shall immediately notify the Investor of the termination of the Black Out Period.

a.

the satisfaction by the Company, on each Advance Notice Date (a “Condition Satisfaction Date”), of each of the following conditions:

b.

Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company in this Agreement shall be true and correct in all material respects.

c.

Registration of the Common Stock with the SEC. There is an effective Registration Statement pursuant to which the Investor is permitted to utilize the prospectus thereunder to resell all of the Registrable Securities. The Company shall have filed with the SEC all reports, notices and other documents required under the Exchange Act and applicable SEC regulations during the twelve-month period immediately preceding the applicable Condition Satisfaction Date.

d.

Authority. The Company shall have obtained all permits and qualifications required by any applicable state for the offer and sale of all the Common Stock issuable pursuant to such Advance Notice, or shall have the availability of exemptions therefrom. The sale and issuance of such Common Stock shall be legally permitted by all laws and regulations to which the Company is subject.

e.

No Material Outside Event or Material Adverse Effect. No Material Outside Event or Material Adverse Effect shall have occurred and be continuing.

f.

Performance by the Company. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior the applicable Condition Satisfaction Date including, without limitation, the delivery of all Common Stock issuable pursuant to all previously delivered Advance Notices and the issuance of all Commitment Fee Shares previously required to be issued to Investor (for the avoidance of doubt, if the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement at the time of the applicable Condition Satisfaction Date, but did not comply with any timing requirement set forth herein, then this condition shall be deemed satisfied unless the Investor is materially prejudiced by the failure of the Company to comply with any such timing requirement) and the issuance of the Commitment Fee Shares free of any restrictive legends in accordance with Section 13.04 herein.

g.

No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits or directly, materially and adversely affects any of the transactions contemplated by this Agreement.

h.

No Suspension of Trading in or Delisting of the Common Stock. The Common Stock is quoted for trading on the Principal Market or Trading Market and all of the Shares issuable pursuant to such Advance Notice will be listed or quoted for trading on the Principal Market or Trading Market. The Company shall not have received any written notice that is then still pending threatening the continued quotation of the Common Stock on the Principal Market or Trading Market.

i.

Authorized. There shall be a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the Shares issuable pursuant to such Advance Notice.

j.

Executed Advance Notice. The representations contained in the applicable Advance Notice shall be true and correct in all material respects as of the applicable Condition Satisfaction Date.

k.

Consecutive Advance Notices. Except with respect to the first Advance Notice, the Pricing Period for all prior Advances has been completed.

l.

Business Combination. The Business Combination shall have occurred.

m.

No Variable Rate Transactions. Unless waived by the Investor, the Company shall not then be party to any Variable Rate Transaction.

n.

the Company breaches any representation or warranty in any material respect, or breaches any covenant or other term or condition under any Transaction Document in any material respect, and except in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least three (3) consecutive Business Days;

o.

if any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law for so long as such proceeding is not dismissed;

p.

if the Company is at any time insolvent, or, pursuant to or within the meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (iv) makes a general assignment for the benefit of its creditors or (v) the Company is generally unable to pay its debts as the same become due;

q.

a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against the Company in an involuntary case, (ii) appoints a Custodian of the Company or for all or substantially all of its property, or (iii) orders the liquidation of the Company or any Subsidiary for so long as such order, decree or similar action remains in effect; or

r.

if at any time the Company is not eligible or is unable to transfer its Shares to Investor, including, without limitation, electronically through DTC’s Deposit/Withdrawal At Custodian system.

a.

Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically on the earliest of (i) the first day of the month next following the 36-month anniversary of the date hereof or (ii) the date on which the Investor shall have made payment of Advances pursuant to this Agreement for Common Stock equal to the Commitment Amount.

b.

The Company may terminate this Agreement effective upon five Trading Days’ prior written notice to the Investor; provided that (i) there are no outstanding Advance Notices, the Common Stock in respect of which has yet to be issued, and (ii) the Company has paid all amounts owed to the Investor pursuant to this Agreement including, without limitation, all Commitment Fee Shares. This Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent.

c.

Nothing in this Section 11.02 shall be deemed to release the Company or the Investor from any liability for any breach under this Agreement, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under this Agreement. The indemnification provisions contained in Article V shall survive termination hereunder.

If to the Company, to:		Focus Impact Acquisition Corp. 250 Park Avenue Ste 911 New York, New York 10177 Attn:    Carl Stanton E-mail: cstanton@focus-impact.com
With a Copy (which shall not constitute notice or delivery of process) to:		Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Attn: Peter Seligson, P.C. Email: Peter.seligson@kirkland.com
If to the Investor(s):		Helena Global Investment Opportunities 1 Ltd. 71 Fort Street Third Floor Grand Cayman Cayman Islands CY1-111 Attention: Jeremy Weech Telephone: 242-819-5440 Email: jeremy@helenapartners.com
With a Copy (which shall not constitute notice or delivery of process) to:		Lucosky Brookman LLP 101 Wood Avenue South Fifth Floor Woodbridge, New Jersey 08830 Attention: Rodrigo Sanchez, Esq. Telephone: (732) 395-4417 Email: rsanchez@lucbro.com

a.

Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company shall be responsible for Investor’s customary due diligence and legal fees (and will provide proof of any retainer payments and engagement letters), subject to an aggregate maximum amount of $40,000.

b.

In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue, cause to be issued or cause to be transferred to the Investor, as a commitment fee, shares of Common Stock (the “Commitment Fee Shares”). In respect of the foregoing, (i) on the date hereof the Company shall cause to be issued or cause to be transferred to the Investor 515,889 shares of Common Stock, which as of the date of the Business Combination may be sold by the Investor without restriction in compliance with Applicable Laws, and (ii) promptly (but in no event later than one (1) Trading Day) after the effectiveness of the Registration Statement on which the Commitment Fee Shares are registered, the Company shall issue an amount of shares of Common Stock equal to $125,000.00 divided by higher (i) the lowest one day VWAP during the five (5) Trading Days immediately preceding the effectiveness date of such Registration Statement, and (ii) $0.75.

	COMPANY:
	FOCUS IMPACT ACQUISITION CORP.
	By:	/s/ Carl Stanton
	Name:	Carl Stanton
	Title:	Chief Executive Officer
	SPONSOR:
	FOCUS IMPACT SPONSOR, LLC
	By:	/s/ Carl Stanton
	Name:	Carl Stanton
	Title:	Chief Executive Officer
	INVESTOR:
	HELENA GLOBAL INVESTMENT OPPORTUNITIES I LTD.
	By:	/s/ Jeremy Weech
	Name:	Jeremy Weech
	Title:	CEO

1	The undersigned is the duly elected ______________ of the Company.

2	There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post-effective amendment to the Registration Statement.

3	All conditions to the delivery of this Advance Notice are satisfied as of the date hereof.

4	The amount of shares of Common Stock issued in respect of such Advance is:

5	The number of shares of Common Stock of the Company issued and outstanding as of the date hereof is ___________.

6	The Pricing Period shall be three (3) Trading Days.

FOCUS IMPACT ACQUISITION CORP.
By:
Name:
Title:

1.	Amount of Advance requested in the Advance Notice

2.	Adjusted Advance (after taking into account any adjustments pursuant to Section 2.04):

3.	Lowest Intraday Sale Price during Pricing Period:

3.	Purchase Price:

8.	Number of Shares issued to Investor:

	Sincerely,
	Helena Global Investment Opportunities 1 Ltd.
	By:
	Name:
	Title:

Agreed and Approved:
FOCUS IMPACT ACQUISITION CORP.
By:
Name:
Title:

1.

2.

1.	Amount of Advance Shares:

2.	Time of Advance:

WAIVER OF CLOSING CONDITIONS

October 29, 2024

Reference is hereby made to that certain Business Combination Agreement, dated as of September 12, 2023, as amended by Amendment No. 1 to Business Combination Agreement, dated as of May 1, 2024, and Amendment No. 2 to Business Combination Agreement, dated as of August 10, 2024 (collectively, the “Agreement”), by and between Focus Impact Acquisition Corp., a Delaware corporation (“SPAC”), Focus Impact Amalco Sub Ltd., a company existing under the Laws of the Province of British Columbia (“Amalco Sub”), and DevvStream Holdings Inc., a company existing under the Laws of the Province of British Columbia (the “Company”).  Capitalized terms used in this Waiver of Closing Conditions (this “Waiver”) that are not otherwise defined herein shall have the respective meanings set forth in the Agreement.

The obligations of SPAC, Amalco Sub and the Company to consummate the transactions contemplated by the Agreement are subject to the satisfaction (or waiver by the applicable party) of certain conditions set forth in Article VIII of the Agreement, including, among other things, that (i) the representations and warranties of the Company and the SPAC shall be true and correct in certain respects as of certain dates, (ii) the Company and the SPAC shall have performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under the Agreement, (iii) no Company Material Adverse Effect shall have occurred since the date of the Agreement which is continuing and uncured, (iv) that each of the Key Employees shall be actively employed (or, solely in the case of David Oliver, actively engaged as an individual independent contractor and anticipated to be converted to employee status) with the Company as of the Closing Date and (v) SPAC shall have received from the Company duly executed counterparts of all Key Employment Agreements.

For valuable consideration, the receipt of which is hereby acknowledged, and pursuant to Section 11.8 of the Agreement, the parties to the Agreement hereby agree that the following shall not cause a failure of any condition set forth in Article VIII, shall not be considered a Company Material Adverse Effect: (i) election by the Company to halt trading of its stock on Cboe Canada, (ii) termination by David Oliver of any agreements by and between him and the Company, (iii) termination by David Oliver of his status as an individual independent contractor of the Company, (iv) failure by David Oliver to deliver an employment agreement with New PubCo, (v) any Action or Proceeding threatened or brought against the Company by David Oliver or his Affiliates, and (vi) any changes or effects directly or indirectly attributable to, resulting from, relating to or arising out of the foregoing clauses (i) – (v).

Except to the extent set forth herein, the Agreement is in all respects ratified and confirmed and remains in full force and effect. This Waiver shall not constitute a waiver of (i) Article VIII except to the extent expressly referenced herein or (ii) any other provision of the Agreement or Ancillary Agreement. This Waiver may be executed in two or more counterparts, each of which when executed and delivered shall be deemed an original and all of which, taken together, shall constitute one and the same agreement. This letter may be executed and delivered by facsimile or electronic mail of a “.pdf” data file, which shall be considered legally binding for all purposes.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Waiver as of the date first written above.

	FOCUS IMPACT ACQUISITION CORP.
	By:	/s/ Carl Stanton
	Name:	Carl Stanton
	Title:	Chief Executive Officer
	FOCUS IMPACT AMALCO SUB LTD.
	By:	/s/ Carl Stanton
	Name:	Carl Stanton
	Title:	Chief Executive Officer
	DEVVSTREAM HOLDINGS INC.
	By:	/s/ Sunny Trinh
	Name:	Sunny Trinh
	Title:	Chief Executive Officer

---

DevvStream Holdings Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2024

(in thousands)