Form 8-K

8-K — Sizzle Acquisition Corp. II

Accession: 0001213900-26-045154

Filed: 2026-04-17

Period: 2026-04-13

CIK: 0002030663

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0286588-8k425_sizzle2.htm (Primary)

EX-2.1 — BUSINESS COMBINATION AGREEMENT, DATED AS OF APRIL 13, 2026, BY AND AMONG SIZZLE II, THE COMPANY AND, UPON THE EXECUTION AND DELIVERY OF JOINDER AGREEMENTS THERETO, PUBCO AND MERGER SUB (ea028658801ex2-1.htm)

EX-10.1 — SPONSOR SUPPORT AGREEMENT, DATED AS OF APRIL 13, 2026, BY AND AMONG SIZZLE II, THE COMPANY AND THE SPONSOR (ea028658801ex10-1.htm)

EX-10.2 — FORM OF LOCK-UP AGREEMENT, DATED AS OF APRIL 13, 2026, BY AND AMONG SIZZLE II, THE HOLDER OF COMPANY ORDINARY SHARES NAMED THEREIN, AND UPON EXECUTION AND DELIVERY OF A JOINDER AGREEMENT THERETO, PUBCO (ea028658801ex10-2.htm)

EX-10.3 — FORM OF COMPANY SUPPORT AGREEMENT, DATED AS OF APRIL 13, 2026, BY AND AMONG SIZZLE II, THE COMPANY AND THE HOLDER OF COMPANY ORDINARY SHARES NAMED THEREIN (ea028658801ex10-3.htm)

EX-10.4 — INSIDER LETTER AMENDMENT, DATED AS OF APRIL 13, 2026, BY AND AMONG SIZZLE II, THE SPONSOR AND THE OFFICERS AND DIRECTORS OF SIZZLE II (ea028658801ex10-4.htm)

EX-10.5 — FORM OF SELLER REGISTRATION RIGHTS AGREEMENT (ea028658801ex10-5.htm)

EX-10.6 — FORM OF FOUNDER REGISTRATION RIGHTS AGREEMENT AMENDMENT (ea028658801ex10-6.htm)

EX-10.7 — FORM OF SHARE EXCHANGE AGREEMENT (ea028658801ex10-7.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION

13 OR 15(d)

OF THE SECURITIES EXCHANGE

ACT OF 1934

Date of Report (Date

of earliest event reported): April 13, 2026

Sizzle Acquisition

Corp. II

(Exact name of registrant

as specified in its charter)

Cayman Islands

001-42583

37-2148817

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

4201 Georgia Avenue NW

Washington DC 20011

(Address of principal executive offices, including zip code)

Registrant’s

telephone number, including area code: +1 (202) 846-0300

Not Applicable

(Former name or former

address, if changed since last report)

Check the appropriate

box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

☒ 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))

Securities registered pursuant to Section

12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Units, each consisting of one Class A ordinary share and one right

SZZLU

The

Nasdaq Stock Market LLC

Class A ordinary shares, par value $0.0001 per share

SZZL

The

Nasdaq Stock Market LLC

Rights, each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of the initial business combination

SZZLR

The

Nasdaq Stock Market LLC

Indicate by check mark

whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)

or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth

company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into A Material Definitive Agreement.

Business Combination Agreement

This section describes the material provisions

of the BCA but does not purport to describe all of the terms thereof. Sizzle II shareholders and other interested parties are urged to

read such agreement in its entirety. The following summary is qualified in its entirety by reference to the complete text of the BCA,

a copy of which is attached hereto as Exhibit 2.1. Unless otherwise defined herein, the capitalized terms used below are defined in the

BCA.

General Description of the BCA

On April 13, 2026, Sizzle Acquisition Corp. II,

a Cayman Islands exempted company (“Sizzle II”), and Trasteel Holding S.A., a Luxembourg company (the “Company”),

entered into a Business Combination Agreement (the “BCA”), to which, upon execution and delivery of a joinder thereto,

each of (i) a to-be-formed Luxembourg corporation in the form of a public limited liability company (société anonyme) to

be registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) (“Pubco”)

and (ii) a to-be-formed Cayman Islands exempted company that will be a wholly-owned subsidiary of Pubco (“Merger Sub”)

will become a party.

Upon the consummation of the transactions contemplated

by the BCA (the “Closing”), (a) Pubco will acquire all of the issued and outstanding ordinary shares of the Company

(the “Company Ordinary Shares”) from the Company’s shareholders (the “Sellers”) in exchange

for ordinary shares, par value $0.0001 per share, of Pubco (“Pubco Ordinary Shares”), the Company shall become a wholly-owned

subsidiary of Pubco and the Sellers shall become shareholders of Pubco (the “Share Exchange”); and (b) Merger Sub will

merge with and into Sizzle II, with Sizzle II continuing as the surviving entity and a wholly-owned subsidiary of Pubco (the “Merger,

and together with the Share Exchange and the other transactions contemplated by the BCA, the “Transactions”), and with

Sizzle II securityholders receiving Pubco Ordinary Shares.

Under the BCA, immediately prior to the Closing,

each outstanding private and publicly traded unit of Sizzle II will be automatically separated into its component securities, consisting

of one Class A ordinary share, par value $0.0001 per share, of Sizzle II (collectively, “Sizzle II Class A Ordinary Shares”)

and one right entitling the holder thereof to receive one-tenth of one Sizzle II Class A Ordinary Share (collectively, “Sizzle

II Rights”), and thereafter Sizzle II Rights will be aggregated per holder and converted into Sizzle II Class A Ordinary Shares

in accordance with their terms. Also, immediately prior to the Closing, each issued and outstanding Class B ordinary share, par value

$0.0001 per share (collectively, “Sizzle II Class B Ordinary Shares”), of Sizzle II will be automatically converted

into one Sizzle II Class A Ordinary Share. At the Closing, each Sizzle II Class A Ordinary Share (including converted Sizzle II Rights

and Sizzle II Class B Ordinary Shares) will be cancelled in exchange for the right of the holder thereof to receive one Pubco Ordinary

Share.

In order to exchange their Company Ordinary Shares

for Pubco Ordinary Shares in accordance with the BCA, the Sellers will each sign a separate Share Exchange Agreement (each, a “Share

Exchange Agreement”) with Sizzle II, Pubco and the Company after the Registration Statement (as defined below) becomes effective.

Transaction Consideration

At the Closing, upon the terms and subject to

the conditions set forth in the BCA, the Sellers shall receive in the aggregate for all of their Company Ordinary Shares $800,000,000

in Pubco Ordinary Shares, with each Pubco Ordinary Share valued for such purposes at $10.00 per share (such Pubco Ordinary Shares, the

“Exchange Shares”).

Representations and Warranties

The BCA contains a number of representations

and warranties made by the Company, Sizzle II and Pubco as of the date of such agreement (or, with respect to Pubco, as of the date that

it executes and delivers a joinder to the BCA) or other specific dates solely for the benefit of certain of the parties to the BCA, which

in certain cases are subject to specified exceptions and materiality, Material Adverse Effect (as hereinafter defined), knowledge and

other qualifications contained in the BCA or in information provided pursuant to certain disclosure schedules to the BCA. “Material

Adverse Effect” as used in the BCA means with respect to the relevant party, subject to certain customary exceptions, any fact,

event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material

adverse effect upon the business, assets, liabilities, results of operations or condition (financial or otherwise) of such party and its

subsidiaries, taken as a whole. The representations and warranties made under the BCA will not survive the Closing.

In the BCA, Sizzle II made certain customary representations

and warranties to the Company and Pubco, including among others, related to the following: (1) organization and standing; (2) authorization;

binding agreement; (3) governmental approvals; (4) non-contravention; (5) capitalization; (6) SEC filings and Sizzle II financials; (7)

absence of certain changes; (8) compliance with laws; (9) actions; orders; permits; (10) taxes and returns; (11) employees and employee

benefit plans; (12) properties; (13) material contracts; (14) transactions with affiliates; (15) the Investment Company Act of 1940; (16)

finders and brokers; (17) certain business practices; (18) insurance; (19) information supplied; (20) trust account; and (21) independent

investigation.

In the BCA, upon its execution and delivery of joinder to the BCA,

Pubco will make certain customary representations and warranties to the Company and Sizzle II, including among others, related to the

following: (1) organization and standing; (2) authorization; binding agreement; (3) governmental approvals; (4) non-contravention; (5)

capitalization; (6) ownership of Exchange Shares; (7) Pubco and Merger Sub activities; (8) finders and brokers; (9) the Investment Company

Act of 1940; (10) information supplied; and (11) independent investigation.

In the BCA, the Company made certain customary

representations and warranties to Sizzle II and Pubco including among others, related to the following: (1) organization and standing;

(2) authorization; binding agreement; (3) capitalization; (4) subsidiaries; (5) governmental approvals; (6) non-contravention; (7) financial

statements; (8) absence of certain changes; (9) compliance with laws; (10) permits; (11) litigation; (12) material contracts; (13) intellectual

property; (14) taxes and returns; (15) real property; (16) personal property; (17) title to and sufficiency of assets; (18) employee matters;

(19) benefit plans; (20) environmental matters; (21) transactions with related persons; (22) business insurance; (23) top customers and

suppliers; (24) certain business practices; (25) the Investment Company Act of 1940; (26) finders and brokers; (27) information supplied;

and (28) independent investigation.

Covenants of the Parties

The BCA contains certain customary covenants for

transactions of this type by each of the parties during the period between the signing of the BCA and the earlier of the Closing or the

termination of the BCA in accordance with its terms (the “Interim Period”), including, among others, covenants regarding:

(1) the provision of access to their properties, books and personnel; (2) the operation of their respective businesses in the ordinary

course of business, in compliance with law, and using commercially reasonable efforts to preserve their respective organizations and relationships

and maintain appropriate insurance coverage; (3) the Company’s obligation to deliver financial statements; (4) Sizzle II’s

obligations with respect to its public filings and Nasdaq listing; (5) no insider trading; (6) notifications of certain events;

(7) efforts to consummate the Closing and obtain third party and regulatory approvals; (8) further assurances; (9) public

announcements; (10) confidentiality; (11) post-closing indemnification of directors and officers and tail insurance; (12) use

of trust proceeds after the Closing; (13) new employment agreements; (14) tax matters; (15) obtaining Company shareholder approval

and execution of Share Exchange Agreements; and (16) formation of Pubco and Merger Sub.

Sizzle II and the Company will be subject to a

customary “no shop” between the signing of the BCA and Closing which will preclude them from soliciting or discussing competing

transactions with other potential parties. However, the Company is permitted to: (i) solicit, negotiate and consummate up to $75 million

in debt financing (the “Bridge Debt Financing”), which may be convertible into Pubco Ordinary Shares after the Closing

(“Convertible Bridge Debt Financing”), from certain specified investors that the Company had already been in conversations

with prior to the signing of the non-binding letter of intent by Sizzle II and the Company; and (ii) continue exploring its existing acquisition

pipeline, but may not, without Sizzle II’s prior written consent, enter into any binding or non-binding agreement in principle,

letter of intent or definitive agreement with respect to any potential acquisition, or make any SEC or other governmental filing with

respect thereto.

The Company agreed to use its reasonable best

efforts to deliver to Sizzle II financial statements for the fiscal years ended December 31, 2024 and December 31, 2025 audited by a Public

Accounting Oversight Board (“PCAOB”) qualified auditor in accordance with PCAOB standards (collectively, the “PCAOB

Audited Company Financials”) as promptly as reasonably practicable after the date of the BCA, but no later than July 31, 2026

(the “PCAOB Audit Delivery Date”).

The parties also agreed to ensure Pubco’s

board of directors immediately after the Closing consists of seven (7) directors, a majority of which will be independent under the requirements

of the Applicable Exchange (as defined below) (i) with the Company being entitled to nominate and appoint five (5) directors (of

which at least three (3) must qualify as independent directors under the requirements of the Applicable Exchange); (ii) with Sizzle

II being entitled to nominate and appoint one (1) director (who must qualify as an independent director under the requirements of the

Applicable Exchange); and (iii) one (1) additional director to be mutually agreed by Sizzle II and the Company prior to the Closing

(who must qualify as an independent director under the requirements of the Applicable Exchange).

The parties further agreed that prior to the Closing,

Pubco will approve and adopt, subject to Sizzle II shareholder approval, an equity plan (the “Pubco Equity Plan”),

in form and substance reasonably satisfactory to the Company and Sizzle II. The Pubco Equity Plan will have an initial share reserve of

fifteen percent (15%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing.

Sizzle II, Pubco and the Company also agreed to

jointly prepare, and Pubco will file with the Securities and Exchange Commission (“SEC”), a registration statement

on Form F-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”)

with respect to the Pubco Ordinary Shares to be issued in connection with the Transactions. The Registration Statement will include a

proxy statement/prospectus for the purpose of soliciting proxies from the shareholders of Sizzle II for the matters relating to the Transactions

to be acted on at the special meeting of the shareholders of Sizzle II and providing Sizzle II’s public shareholders with an opportunity

to participate in the redemption of their Sizzle II Class A Ordinary Shares in connection with the Closing in accordance with the requirements

of Sizzle II’s organizational documents and initial public offering prospectus (the “Redemption”).

The parties agreed to use their reasonable best

efforts to cause Sizzle II, Pubco and/or the Company to enter into binding commitments (“Financing Agreements”) with

investors for aggregate equity financing proceeds of at least $75,000,000 (the “PIPE Financing”), on such terms, conditions

and structuring (whether equity, convertible preferred equity, convertible debt, non-redemption/backstop arrangements or otherwise) as

Sizzle II and the Company shall mutually agree. Bridge Debt Financing is explicitly excluded from the PIPE Financing and any PIPE Financing

will be on top of any Bridge Debt Financing.

Survival and Indemnification

None of the representations and warranties of

the parties to the BCA will survive the Closing, and no claim for indemnification may be made with respect thereto after the Closing.

None of the covenants and agreements of the parties

contained in the BCA will survive the Closing, and no claim for indemnification may be made with respect thereto after the Closing, except

that those covenants and agreements that by their terms are required to be performed in whole or in part after the Closing will survive

the Closing and continue until fully performed in accordance with their terms.

The BCA does not permit recourse against anyone

other than the parties to the BCA.

Conditions to Closing

The BCA contains customary conditions to Closing,

including the following mutual conditions of the parties (unless waived by all of the parties): (i) approval of the shareholders

of Sizzle II and the shareholders of the Company of the Transactions and the other matters requiring shareholder approval; (ii) any

required approvals of governmental authorities and completion of any antitrust expiration periods; (iii) no law or order preventing

the Transactions; (iv) appointment of Pubco’s board of directors as contemplated under the BCA; (v) amendment and restatement

of Pubco’s articles of association in a form to be mutually agreed by Sizzle II and the Company acting reasonably; (vi) the Registration

Statement having become effective and remaining effective in accordance with the Securities Act; and (vii) approval of Pubco’s listing

application on either Nasdaq or NYSE American, as mutually determined by the Company and Sizzle II in good faith (the “Applicable

Exchange”).

In addition, unless waived by the Company and

Pubco, the obligations of the Company, Pubco and Merger Sub to consummate the Transactions are subject to the satisfaction of the following

additional Closing conditions, in addition to the delivery by Sizzle II of customary certificates and other Closing deliverables: (i) the

representations and warranties of Sizzle II being true and correct as of the date of the BCA and as of the Closing (subject to certain

materiality qualifiers); (ii) Sizzle II having performed in all material respects its obligations and complied in all material respects

with its covenants and agreements under the BCA required to be performed or complied with by it on or prior to the date of the Closing;

(iii) absence of any Material Adverse Effect with respect to Sizzle II since the date of the BCA which is continuing and uncured;

(iv) each of the Insider Letter Amendment (as defined below) and the Sponsor Support Agreement (as defined below) being in full force

and effect; (v) the Company having received copies of the duly executed Founder Registration Rights Agreement Amendment (as defined below);

and (vi) Sizzle II and Pubco collectively having an aggregate amount of cash and cash equivalents, including funds remaining in the

trust account after giving effect to the completion and payment of the Redemption, but prior to the payment of any expenses or other liabilities

of the parties due at the Closing, that when added to the aggregate gross proceeds of all PIPE Financing and/or any bridge financing (other

than the Bridge Debt Financing), equal to at least $75,000,000 (the “Minimum Cash Condition”).

Unless waived by Sizzle II, the obligations of

Sizzle II to consummate the Transactions are subject to the satisfaction of the following additional Closing conditions, in addition to

the delivery by the Company, Pubco and Merger Sub of customary certificates and other Closing deliverables: (i) the representations

and warranties of the Company, Pubco and Merger Sub being true and correct as of the date of the BCA (or with respect to Pubco and Merger

Sub, as of the date that they execute and deliver a joinder to the BCA) and as of the Closing (subject to certain materiality qualifiers);

(ii) the Company, Pubco and Merger Sub having performed in all material respects their respective obligations and complied in all

material respects with their respective covenants and agreements under the BCA required to be performed or complied with by them on or

prior to the date of the Closing; (iii) absence of any Material Adverse Effect with respect to the Company or Pubco since the date

of the BCA which is continuing and uncured; (iv) each of the Lock-Up Agreements (as defined below), the Company Support Agreements

(as defined below) and the Insider Letter Amendment being in full force and effect; (v) Sizzle II having received duly completed

and executed Share Exchange Agreements from all Company securityholders as of the Closing; and (vi) Sizzle II having received copies

of the duly executed Seller Registration Rights Agreement (as defined below) and Founder Registration Rights Agreement Amendment.

Termination

The BCA may be terminated under certain customary

and limited circumstances at any time prior to the Closing, including: (i) by mutual written consent of Sizzle II and the Company;

(ii) by either Sizzle II or the Company if any of the conditions to Closing have not been waived or satisfied by the later of (A) October

10, 2026 and (B) four (4) months after the date on which the PCAOB Audited Company Financials are delivered to Sizzle II (the “Outside

Date”), so long as the terminating party’s breach was not the cause of the failure to close; (iii) by either Sizzle

II or the Company if a governmental authority of competent jurisdiction issues an order or takes other action permanently preventing the

Transactions and such order has become final and non-appealable; (iv) by the Company, if there has been a material breach by Sizzle

II of any of its representations, warranties, covenants or agreements that would result in the failure of the related closing condition,

and such breach is incapable of being cured or is not cured within twenty (20) days after written notice (and the Company is not also

in material uncured breach); (v) by Sizzle II to the Company, if there has been a breach by the Company, Pubco or Merger Sub of any

of their respective representations, warranties, covenants or agreements that would result in the failure of the related closing condition,

and such breach is incapable of being cured or is not cured within twenty (20) days after written notice (and Sizzle II is not also in

material uncured breach); (vi) by Sizzle II if there has been a Material Adverse Effect on the Company or Pubco following the date

of the BCA which is uncured and continuing; (vii) by either Sizzle II or the Company if the required approval of Sizzle II’s

shareholders is not obtained at the Sizzle II shareholder meeting; (viii) by either Sizzle II or the Company if the required approval

of the Company’s shareholders is not obtained at the meeting of Company shareholders to be called in accordance with the BCA; and

(ix) by Sizzle II if the Company has not delivered the PCAOB Audited Company Financials by the PCAOB Audit Delivery Date, as such

date may be extended upon the Company’s reasonable request and prior written consent (not to be unreasonably withheld, delayed or

conditioned) of Sizzle II (provided that such termination right may no longer be exercised after the Company has delivered the PCAOB Audited

Company Financials).

If the BCA is terminated, all further obligations

of the parties under the BCA (except for certain obligations related to publicity, confidentiality, waiver of claims against the trust

account, fees and expenses, termination and general provisions) will terminate, and no party to the BCA will have any further liability

to any other party thereto except for liability for willful breach or fraud prior to termination.

Trust Account Waiver

The Company agreed (and upon their execution and

delivery of a joinder to the BCA, Pubco and Merger Sub will agree) that it and its affiliates will not have any right, title, interest

or claim of any kind in or to any monies in Sizzle II’s trust account (including any distributions therefrom) held for its public

shareholders, and irrevocably waived (and with respect to Pubco and Merger Sub, will waive) any right to make any claim against the trust

account (including any distributions therefrom to Sizzle II’s public shareholders).

Governing Law

The BCA is governed by New York law. The state

and federal courts located in New York, New York will have exclusive jurisdiction over any disputes arising out of or relating to the

BCA.

A copy of the BCA is filed with this Current

Report on Form 8-K (this “Form 8-K”) as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description

of the BCA is qualified in its entirety by reference thereto.

The BCA contains representations, warranties

and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions

embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are

subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The BCA has

been filed with this Form 8-K in order to provide investors with information regarding its terms. It is not intended to provide any other

factual information about Sizzle II, the Company, Pubco, Merger Sub or any other party to the BCA. In particular, the representations,

warranties, covenants and agreements contained in the BCA, which were made only for purposes of such agreement and as of specific dates,

were solely for the benefit of the parties to the BCA, may be subject to limitations agreed upon by the contracting parties (including

being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the BCA instead

of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ

from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations, warranties,

covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to

the BCA. In addition, the representations, warranties, covenants and agreements and other terms of the BCA may be subject to subsequent

waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may

change after the date of the BCA, which subsequent information may or may not be fully reflected in Sizzle II’s public disclosures.

Related Agreements

This section describes the material provisions

of certain additional agreements entered into or to be entered into pursuant to the BCA (the “Related Agreements”)

but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete

text of each of the Related Agreements, copies of each of which are attached hereto as exhibits. Shareholders and other interested parties

are urged to read such Related Agreements, or forms thereof, in their entirety.

Sponsor Support Agreement

Contemporaneously with the execution of the BCA,

Sizzle II, the Company and VO Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), entered into a

Sponsor Support Agreement (the “Sponsor Support Agreement”) pursuant to which the Sponsor agreed to support the Transactions

and to vote all of its Sizzle II shares in favor of the BCA and the Transactions. The Sponsor also agreed to take certain other actions

in support of the BCA and the Transactions and to refrain from taking such actions that would adversely impede the ability of the parties

to perform the BCA. The Sponsor also agreed in the Sponsor Support Agreement to waive certain of the antidilution protections contained

in Sizzle II’s amended and restated articles and memorandum of organization with respect to its Sizzle II Class B Ordinary Shares.

The Sponsor Support Agreement also prevents transfers of Sizzle II securities held by the Sponsor between the date of the Sponsor Support

Agreement and the date of the Closing or earlier termination of the BCA unless it is to a permitted transferee who executes a joinder

to the Sponsor Support Agreement.

A copy of the Sponsor Support Agreement is filed

as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference, and the foregoing description of the Sponsor Support Agreement

is qualified in its entirety by reference thereto.

Lock-Up Agreement

Contemporaneously with the execution of the BCA,

each of the Company’s shareholders entered into a lock-up agreement with Sizzle II (each, a “Lock-Up Agreement”),

to which Pubco will become a party after its formation by executing and delivering a joinder agreement thereto. Pursuant to each Lock-Up

Agreement, the applicable Company shareholder agreed not to, during the period commencing from the Closing and ending the earlier of (i)

6 months after the date of the Closing and (ii) subsequent to the Closing, the date on which the Pubco completes a liquidation, merger,

share exchange, reorganization or other similar transaction that results in all of Pubco’s shareholders having the right to exchange

their shares for cash, securities or other property: (A) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract

to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase,

or otherwise transfer or dispose of, directly or indirectly, any Pubco Ordinary Shares received in the Share Exchange, (B) enter

into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such

shares, or (C) publicly disclose the intention to do any of the foregoing (in each case, subject to certain limited permitted transfers

where the recipient takes the shares subject to the restrictions in the Lock-Up Agreement).

A form of Lock-Up Agreement is filed as Exhibit

10.2 to this Form 8-K and is incorporated herein by reference, and the foregoing description of the form of Lock-Up Agreement is qualified

in its entirety by reference thereto.

Company Support Agreements

Contemporaneously with the execution of the BCA,

each of the Company’s shareholders entered into a Company Support Agreement (each, a “Company Support Agreement”)

with Sizzle II and the Company pursuant to which, among other things, each such Company shareholder agreed to support the Transactions

and vote all of their Company securities in favor of the BCA and the Transactions and to execute and deliver a Share Exchange Agreement

after the effectiveness of the Registration Statement. Each Company shareholder also agreed to take certain other actions in support of

the BCA and the Transactions and to refrain from taking such actions that would adversely impede the ability of the parties to perform

the BCA. The Company Support Agreement also prevents transfers of Company securities held by the Company shareholder between the

date of the Company Support Agreement and the date of the Closing or earlier termination of the BCA unless it is to a permitted transferee

who executes a joinder to the Company Support Agreement.

A form of Company Support Agreement is filed as

Exhibit 10.3 to this Form 8-K and is incorporated herein by reference, and the foregoing description of the form of Company Support Agreement

is qualified in its entirety by reference thereto.

Insider Letter Amendment

Contemporaneously with the execution of the BCA,

Sizzle II, the Sponsor and the officers and directors of Sizzle II and any other holders of Sizzle II Class B Ordinary Shares entered

into an amendment (the “Insider Letter Amendment”) to the letter agreement entered into by them at Sizzle II’s

initial public offering (the “Insider Letter”), to which Pubco will become a party after its formation by executing

and delivering a joinder agreement thereto. Under the Insider Letter Amendment, the Insider Letter was amended so that (i) Pubco

will be given the right to enforce the terms of Sections 1 and 8 of the Insider Letter against the Sizzle II insiders party thereto,

(ii) at the Closing, Pubco will assume and be assigned the rights and obligations of Sizzle II under the Insider Letter, and (iii) effective

as of the Closing, the lock-up applicable to each Sizzle II insider for any Pubco shares that they receive in the Merger (including for

their Sizzle II Class A Ordinary Shares and Sizzle II Rights) will be changed to the earlier of (A) six (6) months after the Closing and

(B) subsequent to the Closing, the date on which the Pubco consummates a subsequent liquidation, merger, share exchange or other similar

transaction which results in all of Pubco’s shareholders having the right to exchange their Pubco Ordinary Shares for cash, securities

or other property.

A copy of the Insider Letter Amendment is filed

as Exhibit 10.4 to this Form 8-K and is incorporated herein by reference, and the foregoing description of the Insider Letter Amendment

is qualified in its entirety by reference thereto.

Seller Registration Rights Agreement

At or prior to the Closing, Pubco and the Sellers

will enter into a Registration Rights Agreement, in substantially the form attached to the BCA (the “Seller Registration Rights

Agreement”), which will become effective at the Closing. Pursuant to the Seller Registration Rights Agreement, each Seller party

thereto will be granted registration rights with respect to their Pubco Ordinary Shares to be received in the Transactions which rights

will have substantially the same priorities and registration rights as the Sponsor and the other “Holders” under the Founder

Registration Rights Agreement (as amended by the Founder Registration Rights Agreement Amendment).

The form of Seller Registration Rights Agreement

is filed as Exhibit 10.5 to this Form 8-K and is incorporated herein by reference, and the foregoing description of the form of Seller

Registration Rights Agreement is qualified in its entirety by reference thereto.

Founder Registration Rights Agreement Amendment

At or prior to the Closing, Pubco, Sizzle II,

the Sponsor, Cantor Fitzgerald & Co (the “Underwriter Representative”) and the other “Holder” parties

to that certain Registration Rights Agreement, dated as of April 1, 2025 (the “Founder Registration Rights Agreement”),

by and among Sizzle II, the Sponsor, the Underwriter Representative and the other “Holder” parties thereto will enter into

an amendment to the Founder Registration Rights Agreement, in substantially the form attached to the BCA (the “Founder Registration

Rights Agreement Amendment”), which will become effective as of the Closing. Pursuant to the Founder Registration Rights Agreement

Amendment, Pubco will assume Sizzle II’s obligations under the Founder Registration Rights Agreement, as amended, the rights under

such agreement will apply to the Pubco securities received in the Transactions and the rights of the “Holder” parties thereunder

will be pari passu with the rights of the Sellers under the Seller Registration Rights Agreement.

The form of Founder Registration Rights Agreement

Amendment is filed as Exhibit 10.6 to this Form 8-K and is incorporated herein by reference, and the foregoing description of the form

of Founder Registration Rights Agreement Amendment is qualified in its entirety by reference thereto.

Share Exchange Agreement

The Company agreed in the BCA to use its reasonable

best efforts to deliver to Sizzle II as promptly as practicable after the effectiveness of the Registration Statement a Share Exchange

Agreement for each Company securityholder, completed and duly executed by such Company securityholder, the Company and Pubco. In the Share

Exchange Agreements, each Company securityholder party thereto will make certain customary representations, warranties and covenants in

the Share Exchange Agreement relating to the Transactions and will agree to transfer their shares to Pubco in exchange for their pro rata

portion of the Exchange Shares.

The form of Share Exchange Agreement is filed

as Exhibit 10.7 to this Form 8-K and is incorporated herein by reference, and the foregoing description of the form of Share Exchange

Agreement is qualified in its entirety by reference thereto.

Additional Information and Where to Find It

In connection with the Transactions, Pubco intends

to file a registration statement on Form F-4 with the SEC, which will include a proxy statement to be sent to Sizzle II shareholders and

a prospectus for the registration of Pubco securities in connection with the Transactions (as amended from time to time, the “Registration

Statement”). If and when the Registration Statement is declared effective by the SEC, its definitive proxy statement/prospectus

and other relevant documents will be mailed to the shareholders of Sizzle II as of the record date to be established for voting on the

Transactions and will contain important information about the Transactions and related matters. Shareholders of Sizzle II and other interested

persons are advised to read, when available, these materials (including any amendments or supplements thereto) and any other relevant

documents, because they will contain important information about Sizzle II, the Company, Pubco and the Transactions. Shareholders and

other interested persons will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus,

and other relevant materials in connection with the Transactions, without charge, once available, at the SEC’s website at www.sec.gov

or by directing a request to: Sizzle Acquisition Corp. II, 4201 Georgia Avenue, NW, Washington, D.C. 20011, Attn: Steve Salis, Chief Executive

Officer. The information contained on, or that may be accessed through, the websites referenced in this Form 8-K in each case is not incorporated

by reference into, and is not a part of, this Form 8-K.

Participants in the Solicitation

This Form 8-K is not a solicitation of a proxy

from any investor or securityholder. Sizzle II, the Company, Pubco and their respective directors and executive officers may be deemed

participants in the solicitation of proxies from Sizzle II’s shareholders in connection with the Transactions. Sizzle II’s

shareholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of

Sizzle II in Sizzle II’s Annual Report on Form 10-K, as amended, filed with the SEC on March 12, 2026 (the “Sizzle II Form

10-K”). Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to

Sizzle II’s shareholders in connection with the Transactions will be set forth in the proxy statement/prospectus for the Transactions,

accompanying the Registration Statement that Pubco intends to file with the SEC. Additional information regarding the interests of participants

in the solicitation of proxies in connection with the Transactions will likewise be included in that Registration Statement. You may obtain

copies of these documents, once available, at the SEC’s website at www.sec.gov or by directing a request to the address provided

above.

No Offer or Solicitation

This Form 8-K is not a proxy statement or solicitation

of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and shall not constitute an offer

to sell or a solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of

securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification

under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting

the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Cautionary Note Regarding Forward-Looking Statements

This Form 8-K contains forward-looking statements

within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Sizzle II’s,

the Company’s and/or Pubco’s actual results may differ from each of their expectations, estimates and projections and consequently,

you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements include statements

concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are

other than statements of historical facts. No representations or warranties, express or implied are given in, or in respect of, this Form

8-K. When words such as “may,” “will,” “intend,” “should,” “believe,” “expect,”

“anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical

matters are used in this Form 8-K, such terms, among others, are used in the context of making forward-looking statements.

These forward-looking statements and factors that

may cause actual results to differ materially from current expectations include, but are not limited to: the ability of the parties to

complete the Transactions in a timely manner or at all; the risk that the Transactions or other business combination may not be completed

by any deadline included in Sizzle II’s organizational documents and the potential failure to obtain an extension of any business

combination deadline; the outcome of any government or regulatory action on inquiry, or legal proceedings, that may be commenced in respect

to Sizzle II, the Company, Pubco or others following the announcement of the Transactions and any definitive agreements with respect thereto;

the inability to satisfy the conditions to the consummation of the Transactions, including the approval of the Transactions by the shareholders

of Sizzle II or the Minimum Cash Condition; the inability of the parties to raise all or any portion of the contemplated PIPE Financing;

the occurrence of any event, change or other circumstance that could give rise to the termination of the BCA relating to the Transactions;

the ability to list on the Applicable Exchange or to meet the Applicable Exchange listing standards or requirements following the consummation

of the Transactions; the effect of the announcement or pendency of the Transactions on the Company’s or Sizzle II’s business

relationships, operating results, or other current plans and operations of the Company or Sizzle II; the ability to recognize the anticipated

benefits of the Transactions, which may be affected by, among other things, competition and the ability of Pubco to grow and manage growth

profitably; the possibility that the Company, Pubco and Sizzle II may be adversely affected by other economic, business, and/or competitive

factors; the Company’s, Pubco’s and Sizzle II’s estimates of expenses and profitability; expectations with respect to

future operating and financial performance and growth of Pubco or any of its subsidiaries, or Sizzle II or the Company, including the

timing of the completion of the Transactions; the Company’s, Sizzle II’s and/or Pubco’s ability to execute on their

business plans and strategy; the expected use of proceeds from the Transactions; and those factors discussed in the Sizzle II Form 10-K

under the heading “Risk Factors,” and other documents Sizzle II has filed, or that Sizzle II or Pubco will file, with the

SEC, or others will file in connection with the Transactions, including the Registration Statement.

The foregoing list of factors is not exhaustive.

You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors”

section of the Registration Statement referenced above, and other documents filed by Sizzle II and Pubco from time to time with the SEC.

These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially

from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. There may

be additional risks that none of Sizzle II, the Company or Pubco presently know, or that Sizzle II, the Company or Pubco currently believe

are immaterial, or other risk, which in each case could cause actual results to differ from those contained in the forward-looking statements.

For these reasons, among others, investors and other interested persons are cautioned not to place undue reliance upon any forward-looking

statements in this Form 8-K. None of Sizzle II, the Company nor Pubco undertakes any obligation to publicly revise any forward–looking

statements to reflect events or circumstances that arise after the date of this Form 8-K, except as required by applicable law.

Item 9.01. Financial Statements and

Exhibits.

(d) Exhibits

Exhibit No.

Description

2.1*

Business Combination Agreement, dated as of April 13, 2026, by and among Sizzle II, the Company and, upon the execution and delivery of joinder agreements thereto, Pubco and Merger Sub

10.1

Sponsor Support Agreement, dated as of April 13, 2026, by and among Sizzle II, the Company and the Sponsor

10.2

Form of Lock-Up Agreement, dated as of April 13, 2026, by and among Sizzle II, the holder of Company Ordinary Shares named therein, and upon execution and delivery of a joinder agreement thereto, Pubco

10.3

Form of Company Support Agreement, dated as of April 13, 2026, by and among Sizzle II, the Company and the holder of Company Ordinary Shares named therein

10.4

Insider Letter Amendment, dated as of April 13, 2026, by and among Sizzle II, the Sponsor and the officers and directors of Sizzle II

10.5

Form of Seller Registration Rights Agreement

10.6

Form of Founder Registration Rights Agreement Amendment

10.7

Form of Share Exchange Agreement

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* The exhibits and schedules to this Exhibit have been omitted

in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the SEC a copy of all omitted

exhibits and schedules upon its request.

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

SIZZLE ACQUISITION CORP. II

Date: April 17, 2026

By:

/s/ Steve Salis

Name:

Steve Salis

Title:

Chief Executive Officer

EX-2.1 — BUSINESS COMBINATION AGREEMENT, DATED AS OF APRIL 13, 2026, BY AND AMONG SIZZLE II, THE COMPANY AND, UPON THE EXECUTION AND DELIVERY OF JOINDER AGREEMENTS THERETO, PUBCO AND MERGER SUB

EX-2.1

Filename: ea028658801ex2-1.htm · Sequence: 2

Exhibit 2.1

Execution Version

BUSINESS COMBINATION AGREEMENT

by and among

SIZZLE ACQUISITION CORP. II,

as SPAC,

TRASTEEL HOLDING S.A.,

as the Company,

and

upon execution of Joinders hereto, the other Parties

hereto

Dated as of April 13, 2026

TABLE OF CONTENTS

Page

ARTICLE I. MERGER

1.1. Merger

1.2. Effective Time

1.3. Effect of the Merger

1.4. Organizational Documents of Surviving Corporation

1.5. Directors and Officers of the Surviving Corporation

1.6. Effect of Merger on Issued Securities of SPAC

1.7. Withholding

1.8. Taking of Necessary Action; Further Action

ARTICLE II. SHARE EXCHANGE

2.1. Exchange of Company Ordinary Shares

2.2. Convertible Bridge Debt Financing; Termination of Other Company Convertible Securities

2.3. Exchange Consideration

2.4. Surrender of Company Securities and Payment of Exchange Consideration

2.5. Termination of Certain Agreements

ARTICLE III. CLOSING

3.1. Closing

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF SPAC

4.1. Organization and Standing

4.2. Authorization; Binding Agreement

4.3. Governmental Approvals

4.4. Non-Contravention

4.5. Capitalization

4.6. SEC Filings and SPAC Financials

4.7. Absence of Certain Changes

4.8. Compliance with Laws

4.9. Actions; Orders; Permits

4.10. Taxes and Returns

4.11. Employees and Employee Benefit Plans

4.12. Properties

4.13. Material Contracts

4.14. Transactions with Affiliates

4.15. Investment Company Act

4.16. Finders and Brokers

4.17. Certain Business Practices

4.18. Insurance

4.19. Information Supplied

4.20. Trust Account

4.21. Independent Investigation

4.22. No Other Representations

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF PUBCO

5.1. Organization and Standing

5.2. Authorization; Binding Agreement

5.3. Governmental Approvals

5.4. Non-Contravention

5.5. Capitalization

5.6. Ownership of Consideration Shares

5.7. Pubco and Merger Sub Activities

5.8. Finder and Brokers

5.9. Investment Company Act

5.10. Information Supplied

5.11. Independent Investigation

5.12. No Other Representations

ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

6.1. Organization and Standing

6.2. Authorization; Binding Agreement

6.3. Capitalization

6.4. Subsidiaries

6.5. Governmental Approvals

6.6. Non-Contravention

6.7. Financial Statements

6.8. Absence of Certain Changes

6.9. Compliance with Laws

6.10. Company Permits

6.11. Litigation

6.12. Material Contracts

6.13. Intellectual Property

6.14. Taxes and Returns

6.15. Real Property

6.16. Personal Property

6.17. Title to and Sufficiency of Assets

6.18. Employee Matters

6.19. Benefit Plans

6.20. Environmental Matters

6.21. Transactions with Related Persons

6.22. Business Insurance

6.23. Top Customers and Suppliers

6.24 Certain Business Practices

6.25 Investment Company Act

6.26. Finders and Brokers

6.27. Information Supplied

6.28. Independent Investigation

6.29. No Other Representations

ARTICLE VII. [INTENTIONALLY OMITTED]

ARTICLE VIII. COVENANTS

8.1. Access and Information

8.2. Conduct of Business of the Company, Pubco and Merger Sub

8.3. Conduct of Business of SPAC

8.4. Annual and Interim Financial Statements

8.5. SPAC Public Filings

8.6. No Solicitation

8.7. No Trading

8.8. Notification of Certain Matters

8.9. Efforts

8.10. Further Assurances

8.11. The Registration Statement

8.12. Public Announcements

8.13. Confidential Information

8.14. Post-Closing Board of Directors and Executive Officers

8.15. Indemnification of Directors and Officers; Tail Insurance

8.16. Trust Account Proceeds

8.17. PIPE Financing

8.18. Employment Agreements

8.19. Tax Matters

8.20. Pubco Equity Plan

8.21. Company Shareholder Approval; Share Exchange Agreements

8.22. Incorporated Entity Formation and Joinder

ARTICLE IX. CLOSING CONDITIONS

9.1. Conditions of Each Party’s Obligations

9.2. Conditions to Obligations of the Company, Pubco and Merger Sub

9.3. Conditions to Obligations of SPAC

9.4. Frustration of Conditions

ARTICLE X. TERMINATION AND EXPENSES

10.1. Termination

10.2. Effect of Termination

10.3. Fees and Expenses

ARTICLE XI. WAIVERS AND RELEASES

11.1. Waiver of Claims Against Trust

iii

ARTICLE XII. MISCELLANEOUS

12.1. Survival

12.2. Non-Recourse

12.3. Notices

12.4. Binding Effect; Assignment

12.5. Third Parties

12.6. Governing Law; Jurisdiction

12.7. WAIVER OF JURY TRIAL

12.8. Specific Performance

12.9. Severability

12.10. Amendment

12.11. Waiver

12.12. Entire Agreement

12.13. Interpretation

12.14. Counterparts

12.15. Legal Representation

ARTICLE XIII DEFINITIONS

13.1. Certain Definitions

13.2. Section References

INDEX OF EXHIBITS

Exhibit

Description

Exhibit A

Form of Joinder

Exhibit B

Form of Lock-Up Agreement

Exhibit C

Form of Company Support Agreement

Exhibit D

Insider Letter Amendment

Exhibit E

Sponsor Support Agreement

Exhibit F

Form of Seller Registration Rights Agreement

Exhibit G

Form of Founder Registration Rights Agreement Amendment

Exhibit H

Form of Share Exchange Agreement

BUSINESS COMBINATION AGREEMENT

This Business Combination

Agreement (this “Agreement”) is made and entered into as of April 13, 2026, by and among (i) Sizzle Acquisition

Corp. II, a Cayman Islands exempted company (together with its successors, “SPAC”), (ii) Trasteel Holding

S.A., a Luxembourg company (the “Company”), (iii) upon execution and delivery of a Joinder (as defined below),

a to-be-formed Luxembourg corporation in the form of a public limited liability company (société anonyme), to be registered

with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) (“Pubco”),

and (iv) upon execution and delivery of a Joinder, a to-be-formed Cayman Islands exempted company (“Merger Sub”

and, together with Pubco, the “Incorporated Entities”) that will be a wholly-owned subsidiary of Pubco. As of

the date hereof, SPAC and the Company are sometimes referred to herein individually as a “Party” and, collectively,

as the “Parties”, and upon each Incorporated Entity’s execution and delivery of a Joinder, the term “Party”

will also include such Incorporated Entity.

RECITALS:

WHEREAS, the Company,

directly and indirectly through its subsidiaries, engages in the business of global steel, metals and energy trading and processing;

WHEREAS, upon its incorporation,

Pubco will be a newly incorporated Luxembourg company that will be wholly owned entirely by one or more shareholders, directors or executive

officers of the Company who are not U.S. citizens or residents, will be incorporated as a holding company for the purpose of making acquisitions

and investments, with the objective of acting as the publicly traded holding company for its investees, and is expected to sign a joinder

agreement in substantially the form attached hereto as Exhibit A (a “Joinder”) as promptly as practicable

after its formation;

WHEREAS, upon its incorporation,

Merger Sub will be a newly incorporated Cayman Islands exempted company that will be wholly owned by Pubco and incorporated for the sole

purpose of effecting the Merger (as defined herein), and is expected to sign a Joinder as promptly as practicable after its formation;

WHEREAS, the Parties

desire and intend to effect a business combination transaction whereby (a) Merger Sub shall merge with and into SPAC, with SPAC continuing

as the surviving entity (the “Merger”), as a result of which, (i) SPAC shall become a wholly-owned subsidiary

of Pubco and (ii) each issued and outstanding security of SPAC immediately prior to the Effective Time (as defined below) shall no longer

be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent

security of Pubco, and (b) Pubco shall acquire all of the issued and outstanding Company Ordinary Shares (as defined below) held by the

Sellers (as defined below) in exchange for Pubco Ordinary Shares (as defined below) (the “Share Exchange” and,

collectively with the Merger and the other transactions contemplated by this Agreement and the Ancillary Documents (as defined below),

the “Transactions”), all upon the terms and subject to the conditions set forth in this Agreement and in accordance

with the provisions of the Cayman Companies Act and other applicable law;

WHEREAS, simultaneously

with the execution and delivery of this Agreement, each of the Company Securityholders (as defined below) as of the date of this Agreement

have entered into (a) a lock-up agreement with SPAC, in the form attached hereto as Exhibit B (each, a “Lock-Up Agreement”),

and to which Pubco shall become a party after its formation pursuant to Pubco’s execution and delivery of a joinder thereto, each

of which Lock-Up Agreement shall become effective as of the Closing, and (b) a voting and support agreement with SPAC and the Company,

in the form attached hereto as Exhibit C (each, a “Company Support Agreement”), pursuant to which, among

other things, each such Company Securityholder has agreed to vote in favor of this Agreement and the Transactions and execute any other

agreements, documents or instruments necessary to consummate the Transactions, including a Share Exchange Agreement (as defined below)

after the Registration Statement Effective Date (as defined below), on the terms and subject to the conditions set forth in the Company

Support Agreement;

WHEREAS, contemporaneously

with the execution and delivery of this Agreement, (a) SPAC, VO Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”),

and the other officers and directors of SPAC named in the Insider Letter (as defined below) as “Insiders” (collectively with

the Sponsor, the “SPAC Insiders”) have entered into an amendment to the Insider Letter, a copy of which is attached

hereto as Exhibit D (the “Insider Letter Amendment”), and to which Pubco shall become a party after its

formation pursuant to Pubco’s execution and delivery of a joinder thereto, pursuant to which (i) Pubco will be given the right to

enforce the terms of Sections 1 and 8 of the Insider Letter against the SPAC Insiders party thereto, (ii) at the Closing, Pubco shall

assume and be assigned the rights and obligations of SPAC under the Insider Letter, and (iii) effective as of the Closing, the lock-up

applicable to each SPAC Insider party thereto with respect to the SPAC Class B Ordinary Shares shall be reduced to six (6) months after

the Closing, and (b) the Sponsor has entered into a voting and support agreement with SPAC and the Company, a copy of which is attached

hereto as Exhibit E (the “Sponsor Support Agreement”), pursuant to which, among other things, the Sponsor

has agreed to vote in favor of this Agreement and the Transactions, on the terms and subject to the conditions set forth in the Sponsor

Support Agreement;

WHEREAS, at or prior

to the Closing, (a) Pubco and each of the Sellers will execute and deliver a registration rights agreement, in substantially the form

attached hereto as Exhibit F (the “Seller Registration Rights Agreement”), which Seller Registration

Rights Agreement will become effective as of the Closing, and (b) Pubco, the Sponsor, Cantor Fitzgerald & Co, a New York general partnership

(the “Underwriter Representative”), and any other “Holder” parties thereto will enter into an amendment

to the Registration Rights Agreement, dated as of April 1, 2025 (the “Founder Registration Rights Agreement”),

by and among SPAC, Sponsor, the Underwriter Representative and the other “Holder” parties thereto, in substantially the form

attached hereto as Exhibit G (the “Founder Registration Rights Agreement Amendment”), pursuant to which,

among other matters, Pubco shall assume the obligations of SPAC under the Founder Registration Rights Agreement and the rights of the

“Holders” thereunder will be pari passu with the rights of the Sellers under the Seller Registration Rights Agreement, which

Founder Registration Rights Agreement Amendment will become effective as of the Closing;

WHEREAS, promptly after

the Registration Statement Effective Date, it is intended that all of the Company Securityholders will execute and deliver a share exchange

agreement with SPAC, Pubco and the Company in substantially the form attached hereto as Exhibit H (each, a “Share Exchange

Agreement”);

WHEREAS, the boards

of directors of SPAC and the Company each have (and upon each Incorporated Entity’s execution and delivery of a Joinder, the board

of directors of such Incorporated Entity will have) (a) determined that the Transactions are fair, advisable and in the best interests

of their respective companies and security holders, (b) approved this Agreement and the Transactions, upon the terms and subject to the

conditions set forth herein and (c) determined to recommend to their respective shareholders the approval and adoption of this Agreement

and the Transactions; and

WHEREAS, certain capitalized

terms used and not otherwise defined herein are defined in Article XIII hereof.

NOW, THEREFORE, in

consideration of the premises set forth above, and the representations, warranties, covenants and agreements contained in this Agreement,

and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally

bound hereby, the Parties hereto agree as follows:

Article

MERGER

1.1 Merger.

At the Effective Time, and subject to and upon the terms and conditions of this Agreement, and in accordance with the applicable provisions

of the Cayman Companies Act, SPAC and Merger Sub shall consummate the Merger, pursuant to which Merger Sub shall be merged with and into

SPAC, with SPAC being the surviving entity, following which the separate corporate existence of Merger Sub shall cease and SPAC shall

continue as the surviving corporation in the Merger. SPAC, as the surviving corporation following the Merger, is hereinafter sometimes

referred to as the “Surviving Subsidiary” (provided, that references to SPAC for periods after the Effective

Time shall include the Surviving Subsidiary).

1.2 Effective

Time. Simultaneous with or immediately following the completion of the Share Exchange, SPAC and Merger Sub shall cause the Merger

to be consummated by filing a Plan of Merger for the Merger of Merger Sub with and into SPAC, with SPAC being the surviving entity in

the Merger (the “Plan of Merger”), with the Registrar of Companies in the Cayman Islands, in accordance with

the relevant provisions of the Cayman Companies Act (the time of such filing, or such later time as may be specified in the Plan of Merger,

being referred to herein as the “Effective Time”).

1.3 Effect

of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Plan of Merger and the

applicable provisions of the Cayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Effective

Time, all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of Merger Sub

and SPAC shall become the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations

of the Surviving Subsidiary (including all rights and obligations with respect to the Trust Account), which shall include the assumption

by the Surviving Subsidiary of any and all agreements, covenants, duties and obligations of Merger Sub and SPAC set forth in this Agreement

to be performed after the Effective Time, and the Surviving Subsidiary shall continue its existence as a wholly-owned Subsidiary of Pubco.

1.4 Organizational

Documents of Surviving Subsidiary. At the Effective Time, the memorandum and articles of association of SPAC, as in effect immediately

prior to the Effective Time, shall be amended and restated to read in their entirety in the form of the memorandum and articles of association

of Merger Sub, in each case as in effect immediately prior to the Effective Time, respectively (except that the name of the corporation

shall be changed to instead use the name of the Merger Sub or such other name as SPAC and the Company may agree prior to the Closing)

and, as so amended and restated, shall be the memorandum and articles of association of the Surviving Subsidiary until the same may be

thereafter further amended and/or restated in accordance with their terms and the Cayman Companies Act.

1.5 Directors

and Officers of the Surviving Subsidiary. At the Effective Time, the board of directors and executive officers of SPAC shall resign

and the board of directors and the executive officers of the Surviving Subsidiary shall as determined by Pubco, each to hold office in

accordance with the memorandum and articles of association of the Surviving Subsidiary until their respective successors are duly elected

or appointed and qualified.

1.6 Effect

of Merger on Issued Securities of SPAC, Pubco and Merger Sub. At the Effective Time, by virtue of the Merger and without any action

on the part of any Party or the holders of securities of SPAC, the Company, Pubco or Merger Sub:

(a) SPAC

Units. Each SPAC Unit outstanding immediately prior to the Effective Time shall be automatically detached and the holder thereof shall

be deemed to hold one SPAC Class A Ordinary Share and one SPAC Right in accordance with the terms of the applicable SPAC Unit (the “Unit

Separation”), which underlying SPAC Securities shall be converted in accordance with the applicable terms of this Section

1.6 below.

(b) SPAC

Rights. Immediately prior to the Effective Time and immediately following the Unit Separation, each issued and outstanding SPAC Right

(including the SPAC Rights held as a result of the Unit Separation) shall be automatically converted into one-tenth of one SPAC Class

A Ordinary Share in accordance with the IPO Prospectus and the SPAC Rights Agreement, but for such purposes treating it as if such Business

Combination had occurred immediately prior to the Effective Time, and the SPAC Class A Ordinary Share issued upon conversion of the SPAC

Rights shall then be automatically been converted into Pubco Ordinary Shares in accordance with Section 1.6(c) below. The SPAC

Rights shall thereafter cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. The holders

of certificates previously evidencing SPAC Rights outstanding immediately prior to the Effective Time shall cease to have any rights with

respect to such SPAC Rights, except as provided herein or by Law.

Ordinary Shares. Each SPAC Ordinary Share issued and outstanding immediately prior to the Effective Time (other than those described

in Section 1.6(d) below) shall automatically be converted into the right to receive one Pubco Ordinary Share, following which all

such SPAC Ordinary Shares shall cease to be outstanding and shall automatically be canceled and shall cease to exist.

(d) Cancellation

of Shares Owned by SPAC. If there are any shares of SPAC that are owned by SPAC as treasury shares immediately prior to the Effective

Time, such shares shall be canceled and extinguished without any conversion thereof or payment therefor.

(e) Surrender

of Shares of Pubco. The sole holder of shares of Pubco issued and outstanding immediately prior to the Effective Time shall surrender

all such shares to Pubco, which shares shall thereupon be canceled, in exchange for a payment equal to the par value of the Pubco shares.

(f) Cancellation

of Shares of Merger Sub. All of the shares of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted

into an equal number of ordinary shares of the Surviving Subsidiary, with the same rights, powers and privileges as the shares so converted

and shall constitute the only outstanding shares of capital shares of the Surviving Subsidiary.

(g) Transfers

of Ownership. If any certificate representing securities of SPAC is to be issued in a name other than that in which the certificate

surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the certificate so surrendered will

be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer and that the

person requesting such exchange will have paid to SPAC or any agent designated by it any transfer or other Taxes required by reason of

the issuance of a certificate for securities of SPAC in any name other than that of the registered holder of the certificate surrendered,

or established to the satisfaction of Pubco or any agent designated by it that such tax has been paid or is not payable.

(h) No

Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Surviving Subsidiary, Pubco or any other

Party hereto shall be liable to any Person for any amount properly paid to a public official pursuant to any applicable abandoned property,

escheat or similar law.

(i) Surrender

of SPAC Certificates. Securities issued upon the surrender of SPAC Securities in accordance with the terms hereof shall be deemed

to have been issued in full satisfaction of all rights pertaining to such securities, provided that any restrictions on the sale and transfer

of SPAC Securities shall also apply to the Pubco Securities so issued in exchange.

(j) Lost,

Stolen or Destroyed SPAC Certificates. In the event any certificates shall have been lost, stolen or destroyed, Pubco shall issue

in exchange for such lost, stolen or destroyed certificates or securities, as the case may be, upon the making of an affidavit of that

fact by the holder thereof, such securities, as may be required pursuant to this Section 1.6; provided, however, that Pubco may,

in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed

certificates to agree to indemnify Pubco and the Surviving Subsidiary, or deliver a bond in such sum as it may reasonably direct as indemnity

against any claim that may be made against the Surviving Subsidiary or Pubco, with respect to the certificates alleged to have been lost,

stolen or destroyed.

1.7 Withholding.

Pubco, SPAC and the Target Companies shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any consideration

payable pursuant to this Agreement such amounts as are required to be deducted and withheld under applicable Tax Law. To the extent that

amounts are so withheld and remitted to the applicable Governmental Authority, such withheld amounts shall be treated for all purposes

of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. The Parties shall cooperate

in good faith to eliminate or reduce any such deduction or withholding (including through the request and provision of any statements,

forms or other documents to reduce or eliminate any such deduction or withholding).

1.8 Taking

of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry

out the purposes of this Agreement and to vest the Surviving Subsidiary with full right, title and possession to all assets, property,

rights, privileges, powers and franchises of SPAC and Merger Sub, the officers and directors of SPAC and Merger Sub are fully authorized

in the name of their respective entities to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent

with this Agreement.

Article

SHARE EXCHANGE

2.1 Exchange

of Company Ordinary Shares At the Closing, upon the terms and subject to the conditions of this Agreement and the Share Exchange Agreements,

simultaneously with or immediately prior to the consummation of the Merger, the Sellers will sell, transfer, convey, assign and deliver

to Pubco, and Pubco shall purchase, acquire and accept from the Sellers, all of the Company Ordinary Shares held by the Sellers (collectively,

the “Purchased Shares”), which will comprise all of the Company Ordinary Shares issued and outstanding as of

the Closing Date, free and clear of all Liens (other than potential restrictions on resale under applicable securities Laws and those

incurred by Pubco).

2.2 Convertible

Bridge Debt Financing; Termination of Other Company Convertible Securities.

(a) At

the Closing, upon the terms and subject to the conditions of this Agreement, the Company will terminate all outstanding Company Convertible

Securities that have not been converted or exercised prior to the Closing, except for the Convertible Bridge Debt Financing.

(b) To

the extent that any Bridge Debt Financing is a Company Convertible Security (“Convertible Bridge Debt Financing”),

such Convertible Bridge Debt Financing will be assumed by Pubco at the Closing and shall remain outstanding in accordance with its terms

following the Closing and, for the avoidance of doubt, (i) shall not be included in the Exchange Consideration and (ii) shall not be taken

into account in the Per Share Price or Conversion Ratio calculations, unless SPAC and the Company mutually agree in writing prior to the

Closing that such Convertible Bridge Debt Financing will be converted into Company equity immediately prior to the Share Exchange (in

which case such conversion shall be reflected in the Per Share Price and Conversion Ratio calculations).

2.3 Exchange

Consideration. Subject to and upon the terms and conditions of this Agreement and the Share Exchange Agreements, in full payment for

the Purchased Shares, the Company Securityholders collectively shall be entitled to receive from Pubco, in the aggregate, a number of

Pubco Ordinary Shares with an aggregate value equal to Eight Hundred Million U.S. Dollars ($800,000,000) (the “Exchange Consideration”),

with each Seller receiving for each Company Ordinary Share held a number of Pubco Ordinary Shares (such shares in the aggregate for all

Sellers, the “Exchange Shares”) equal to (i) the Per Share Price, divided by (ii) $10.00 (the “Conversion

Ratio”). For the avoidance of doubt, no holder of Company Securities will receive any consideration under or in connection

with this Agreement unless they are Sellers who have executed and delivered Share Exchange Agreements, and then only with respect to the

issued and outstanding Company Ordinary Shares that they own.

2.4 Surrender

of Company Securities and Disbursement of Exchange Consideration.

(a) At

the Closing, Pubco shall cause the Exchange Shares to be issued to the Sellers in exchange for their Company Ordinary Shares based on

the Conversion Ratio.

(b) At

the Closing, each Seller will deliver to Pubco their Company Ordinary Shares, including any certificates representing Company Ordinary

Shares (“Company Certificates”), along with applicable share power or transfer forms reasonably acceptable to

Pubco. In the Share Exchange Agreements the Sellers will authorize any director of Pubco in respect of Pubco and any director of the Company

in respect of the Company, each acting individually and with full power of substitution, to update the share register of Pubco and of

the Company, respectively, and to proceed with any filings required by Luxembourg law in relation thereto. In the event that any Company

Certificate shall have been lost, stolen or destroyed, in lieu of delivery of a Company Certificate to Pubco, the Seller may instead deliver

to Pubco an affidavit of lost certificate and indemnity of loss in form and substance reasonably acceptable to Pubco (a “Lost

Certificate Affidavit”), which at the reasonable discretion of Pubco may include a requirement that the owner of such lost,

stolen or destroyed Company Certificate agree to indemnify Pubco and the Company, or deliver a bond in such sum as Pubco may reasonably

direct as indemnity against any claim that may be made against Pubco or the Company, with respect to the Company Ordinary Shares represented

by the Company Certificates alleged to have been lost, stolen or destroyed.

anything to the contrary contained herein, no fraction of a Pubco Ordinary Share will be issued by Pubco by virtue of this Agreement or

any Share Exchange Agreement or the transactions contemplated hereby and thereby, and each Person who would otherwise be entitled to a

fraction of a Pubco Ordinary Share (after aggregating all fractional Pubco Ordinary Shares that would otherwise be received by such Person)

shall instead have the number of Pubco Ordinary Shares issued to such Person rounded down in the aggregate to the nearest whole Pubco

Ordinary Share, and any surplus to be therefore allocated to the share premium reserve account.

2.5 Termination

of Certain Agreements. The Company hereby agrees that, effective at the Closing, (a) any shareholders, voting or similar agreement

among the Company and any of the Company Securityholders or among the Company Securityholders with respect to the Company’s capital

shares, and (b) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), shall

automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force

and effect. Further, the Company hereby waives any obligations of the parties under the Company’s Organizational Documents or any

agreement described in clause (a) above with respect to the transactions contemplated by this Agreement and the Ancillary Documents, and

any failure of the Parties to comply with the terms thereof in connection with the Transactions.

Article

III

CLOSING

3.1 Closing.

Subject to the satisfaction or waiver of the conditions set forth in Article IX, the consummation of the transactions contemplated

by this Agreement (the “Closing”) shall take place remotely via the electronic exchange of signatures, on the

second (2nd) Business Day after all of the Closing conditions set forth in this Agreement have been satisfied or waived, at

10:00 a.m. New York City time, or at such other date, time or place as SPAC and the Company may agree (the date and time at which the

Closing is actually held being the “Closing Date”). Closing signatures may be transmitted by e-mailed PDF files.

Article

REPRESENTATIONS AND WARRANTIES OF SPAC

Except as set forth in (i)

the disclosure schedules delivered by SPAC to the Company and Pubco on the date hereof (the “SPAC Disclosure Schedules”),

the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer (unless and only

to the extent the relevance to other representations and warranties is reasonably apparent from the actual text of the disclosures without

any reference to extrinsic documentation or any independent knowledge on the part of the reader regarding the matter disclosed), or (ii)

the SEC Reports that are available on the SEC’s website through EDGAR excluding any disclosures in such SEC Reports under the headings

“Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other

disclosures that are predictive, cautionary or forward looking in nature), SPAC represents and warrants to the Company and Pubco, as of

the date hereof and as of the Closing, as follows:

4.1 Organization

and Standing. SPAC is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands.

SPAC has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being

conducted. SPAC is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property

owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except

where the failure to be so qualified or licensed or in good standing would not reasonably be expected, individually or in the aggregate

with any such other failures, to be material with respect to the SPAC. SPAC has heretofore made available to the Company accurate and

complete copies of its Organizational Documents, each as currently in effect. SPAC is not in violation of any provision of its Organizational

Documents in any material respect.

4.2 Authorization;

Binding Agreement. SPAC has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document

to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and

thereby, subject to obtaining the Required SPAC Shareholder Approval. The execution and delivery of this Agreement and each Ancillary

Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly

authorized by the board of directors of SPAC and (b) other than the Required SPAC Shareholder Approval, no other corporate proceedings,

other than as set forth elsewhere in this Agreement, on the part of SPAC are necessary to authorize the execution and delivery of this

Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement

has been, and each Ancillary Document to which SPAC is a party shall be when delivered, duly and validly executed and delivered by SPAC

and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto

and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of SPAC, enforceable against SPAC in accordance

with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and

moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable

statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the

remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability

Exceptions”).

4.3 Governmental

Approvals. Except as otherwise described in Schedule 4.3, no Consent of or with any Governmental Authority on the part of SPAC

is required to be obtained or made in connection with the execution, delivery or performance by SPAC of this Agreement and each Ancillary

Document to which it is a party or the consummation by SPAC of the transactions contemplated hereby and thereby, other than (a) pursuant

to Antitrust Laws, (b) such filings as are contemplated by this Agreement, (c) any filings required with the Applicable Exchange or the

SEC with respect to the Transactions, (d) applicable requirements, if any, of the Securities Act, the Exchange Act, and/or any state “blue

sky” securities Laws, and the rules and regulations thereunder, and (e) where the failure to obtain or make such Consents or to

make such filings or notifications would not reasonably be expected to have a Material Adverse Effect on SPAC, in each case, if any.

4.4 Non-Contravention.

Except as otherwise described in Schedule 4.4, the execution and delivery by SPAC of this Agreement and each Ancillary Document

to which it is a party, the consummation by SPAC of the transactions contemplated hereby and thereby, and the compliance by SPAC with

any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of SPAC’s Organizational Documents,

(b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.3 hereof, and the waiting

periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with

or violate any Law, Order or Consent applicable to SPAC or any of its properties or assets, or (c) (i) violate, conflict with or result

in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under,

(iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by

SPAC under, (v) result in another person’s right of termination or acceleration under, (vi) give rise to any obligation to make

payments or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of SPAC under, (viii)

give rise to any obligation to obtain any third party Consent or provide any notice to any Person under or (ix) give any Person the right

to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity

or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions

of, any SPAC Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably

be expected to have a Material Adverse Effect on SPAC.

4.5 Capitalization.

(a) The

share capital of SPAC is $55,500, divided into 500,000,000 SPAC Class A Ordinary Shares, 50,000,000 SPAC Class B Ordinary Shares, and

5,000,000 SPAC Preference Shares. The issued and outstanding SPAC Securities as of the date of this Agreement are set forth on Schedule

4.5(a). As of the date of this Agreement, there are no issued or outstanding SPAC Preference Shares. All outstanding SPAC Ordinary

Shares are duly authorized, validly issued, fully paid and non-assessable and are not subject to or issued in violation of any purchase

option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Cayman Companies

Act, SPAC’s Organizational Documents or any Contract to which SPAC is a party. None of the outstanding SPAC Securities have been

issued in violation of any applicable securities Laws. Prior to giving effect to the transactions contemplated by this Agreement, SPAC

does not have any Subsidiaries or own any equity interests in any other Person.

(b) Except

as set forth in Schedule 4.5(a) or Schedule 4.5(b), there are no (i) outstanding options, warrants, puts, calls, convertible

securities, preemptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are

convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements, Contracts

or commitments of any character (other than this Agreement and the Ancillary Documents), (A) relating to the issued or unissued securities

of SPAC or (B) obligating SPAC to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased

any options or shares or securities convertible into or exchangeable for such securities, or (C) obligating SPAC to grant, extend or enter

into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such capital shares. Other

than the Redemption or as expressly set forth in this Agreement, there are no outstanding obligations of SPAC to repurchase, redeem or

otherwise acquire any shares of SPAC or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise)

in any Person. Except as set forth in Schedule 4.5(b), there are no shareholders’ agreements, voting trusts or other agreements

or understandings to which SPAC is a party with respect to the voting of any shares of SPAC.

Indebtedness of SPAC as of the date of this Agreement is disclosed on Schedule 4.5(c). No Indebtedness of SPAC contains any restriction

upon: (i) the prepayment of any such Indebtedness, (ii) the incurrence of Indebtedness by SPAC, (iii) the ability of SPAC to grant any

Lien on its properties or assets, or (iv) the consummation of the Transactions (other than becoming due and payable upon the Closing).

(d) Since

the date of formation of SPAC, and except as contemplated by this Agreement, SPAC has not declared or paid any distribution or dividend

in respect of its shares and has not repurchased, redeemed or otherwise acquired any of its shares, and SPAC’s board of directors

has not authorized any of the foregoing.

4.6 SEC

Filings and SPAC Financials.

(a) SPAC,

since the IPO, has filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents required

to be filed or furnished by the SPAC with the SEC under the Securities Act and/or the Exchange Act, together with any amendments, restatements

or supplements thereto, and will file all such forms, reports, schedules, statements and other documents required to be filed subsequent

to the date of this Agreement. Except to the extent available on the SEC’s web site through EDGAR, SPAC has delivered to the Company

copies in the form filed with the SEC of all of the following: (i) SPAC’s annual reports on Form 10-K for each fiscal year of SPAC

beginning with the first year SPAC was required to file such a form, (ii) SPAC’s quarterly reports on Form 10-Q for each fiscal

quarter that SPAC filed such reports to disclose its quarterly financial results in each of the fiscal years of SPAC referred to in clause

(i) above, (iii) all other forms, reports, registration statements, prospectuses and other documents (other than preliminary materials)

filed by SPAC with the SEC since the beginning of the first fiscal year referred to in clause (i) above (the forms, reports, registration

statements, prospectuses and other documents referred to in clauses (i), (ii) and (iii) above, whether or not available through EDGAR,

are referred to herein collectively as the “SEC Reports”) and (iv) all certifications and statements required

by (A) Rules 13a-14 or 15d-14 under the Exchange Act, and (B) 18 U.S.C. §1350 (Section 906 of SOX) with respect to any report referred

to in clause (i) above (collectively, the “Public Certifications”). The SEC Reports (x) were prepared in all

material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and

regulations thereunder, and (y) did not, as of their respective effective dates (in the case of SEC Reports that are registration statements

filed pursuant to the requirements of the Securities Act) and at the time they were filed with the SEC (in the case of all other SEC Reports)

contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to

make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Public Certifications

are each true as of their respective dates of filing. As used in this Section 4.6, the term “file” shall be broadly

construed to include any manner permitted by SEC rules and regulations in which a document or information is furnished, supplied or otherwise

made available to the SEC. As of the date of this Agreement, (A) the SPAC Public Units, the SPAC Class A Ordinary Shares and the SPAC

Public Rights are listed on Nasdaq, (B) SPAC has not received any written deficiency notice from Nasdaq relating to the continued listing

requirements of such SPAC Securities, (C) there are no Actions pending or, to the Knowledge of SPAC, threatened, against SPAC by the Financial

Industry Regulatory Authority with respect to any intention by such entity to suspend, prohibit or terminate the quoting of such SPAC

Securities on Nasdaq and (D) such SPAC Securities are in compliance with all of the applicable corporate governance rules of Nasdaq. As

of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports.

To the Knowledge of SPAC, none of the SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation

as of the date hereof.

(b) The

financial statements and notes of SPAC contained or incorporated by reference in the SEC Reports (the “SPAC Financials”),

fairly present in all material respects the financial position and the results of operations, changes in shareholders’ equity, and

cash flows of SPAC at the respective dates of and for the periods referred to in such financial statements, all in accordance with (i)

GAAP methodologies applied on a consistent basis throughout the periods involved and (ii) Regulation S-X or Regulation S-K, as applicable

(except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly

financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable).

as and to the extent reflected or reserved against in the SPAC Financials, SPAC has not incurred any Liabilities or obligations of the

type required to be reflected on a balance sheet in accordance with GAAP that are not adequately reflected or reserved on or provided

for in the SPAC Financials, other than Liabilities of the type required to be reflected on a balance sheet in accordance with GAAP that

have been incurred since SPAC’s last annual report on Form 10-K.

4.7 Absence

of Certain Changes. As of the date of this Agreement, except as set forth in Schedule 4.7, SPAC has (a) since its formation,

conducted no business other than its formation, the public offering of its securities (and the related private offerings), public reporting

and its search for an initial Business Combination as described in the IPO Prospectus (including the investigation of the Target Companies

and the negotiation and execution of this Agreement) and related activities and (b) since December 31, 2025, not been subject to a Material

Adverse Effect.

4.8 Compliance

with Laws. SPAC is, and has since its formation been, in compliance with all Laws applicable to it and the conduct of its business

except for such noncompliance which would not reasonably be expected to have a Material Adverse Effect on SPAC, and SPAC has not received

written notice alleging any violation of applicable Law in any material respect by SPAC.

4.9 Actions;

Orders; Permits. There is no pending or, to the Knowledge of SPAC, threatened Action to which SPAC is subject which would reasonably

be expected to have a Material Adverse Effect on SPAC. There is no material Action that SPAC has pending against any other Person. SPAC

is not subject to any material Orders of any Governmental Authority, nor are any such Orders pending. SPAC holds all Permits necessary

to lawfully conduct its business as presently conducted, and to own, lease and operate its assets and properties, all of which are in

full force and effect, except where the failure to hold such Permit or for such Permit to be in full force and effect would not reasonably

be expected to have a Material Adverse Effect on SPAC.

4.10 Taxes

and Returns.

(a) SPAC

has or will have timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it (taking into account

all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected

or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such

Taxes for which adequate reserves in the SPAC Financials have been established in accordance with GAAP. Schedule 4.10(a) sets forth

each jurisdiction where SPAC files or is required to file a Tax Return. There are no audits, examinations, investigations or other proceedings

pending against SPAC in respect of any Tax, and SPAC has not been notified in writing of any proposed Tax claims or assessments against

SPAC (other than, in each case, claims or assessments for which adequate reserves in the SPAC Financials have been established in accordance

with GAAP or are immaterial in amount). There are no Liens with respect to any Taxes upon any of SPAC’s assets, other than Permitted

Liens. SPAC has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes.

There are no outstanding requests by SPAC for any extension of time within which to file any Tax Return or within which to pay any Taxes

shown to be due on any Tax Return.

(b) Since

the date of its formation, SPAC has not (i) changed any Tax accounting methods, policies or procedures except as required by a change

in Law, (ii) made, revoked, or amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund or (iv) entered

into any closing agreement affecting or otherwise settled or compromised any material Tax Liability or refund.

is no current pending or, to the Knowledge of SPAC, threatened Action against SPAC by a Governmental Authority in a jurisdiction where

SPAC does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.

(d) SPAC

has not participated in, or sold, distributed or otherwise promoted, any “listed transaction,” as defined in U.S. Treasury

Regulation section 1.6011-4.

(e) SPAC

does not have any Liability for the Taxes of another Person (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii)

by contract, indemnity or otherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose

of which was not the sharing of Taxes). SPAC is not a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation

agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business

the primary purpose of which was not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement

or other agreement relating to Taxes with any Governmental Authority) that will be binding on SPAC with respect to any period following

the Closing Date.

(f) SPAC

has not requested, or is not the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar

ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

(g) SPAC:

(i) has not constituted either a “distributing corporation” or a “controlled corporation” (within the meaning

of Section 355(a)(1)(A) of the Code) in a distribution of securities (to any Person or entity that is not a member of the consolidated

group of which the Company is the common parent corporation) qualifying for, or intended to qualify for, Tax-free treatment under Section

355 of the Code within the two-year period ending on the date hereof; or (ii) is not nor has ever been (A) a U.S. real property holding

corporation within the meaning of Section 897(c)(2) of the Code, or (B) a member of any consolidated, combined, unitary or affiliated

group of corporations for any Tax purposes other than a group of which SPAC is or was the common parent corporation.

(h) SPAC

is and always has been organized as a Cayman Islands exempted company and is not treated as a domestic corporation (as such term is defined

in Section 7701 of the Code) for U.S. federal income tax purposes.

(i) SPAC

has not ever owned any equity interest in another Person.

4.11 Employees

and Employee Benefit Plans. SPAC does not (a) have any paid employees or (b) maintain, sponsor, contribute to or otherwise have any

Liability under, any Benefit Plans.

4.12 Properties.

SPAC does not own, license or otherwise have any right, title or interest in any material Intellectual Property. SPAC does not own or

lease any material real property or Personal Property.

4.13 Material

Contracts.

(a) Except

as set forth on Schedule 4.13(a), other than this Agreement and the Ancillary Documents, there are no Contracts to which SPAC is

a party or by which any of its properties or assets may be bound, subject or affected, which (i) creates or imposes a Liability greater

than $200,000, (ii) may not be cancelled by SPAC on less than sixty (60) days’ prior notice without payment of a material penalty

or termination fee or (iii) prohibits, prevents, restricts or impairs in any material respect any business practice of SPAC as its business

is currently conducted, any acquisition of material property by SPAC, or restricts in any material respect the ability of SPAC to engage

in business as currently conducted by it or to compete with any other Person or to consummate the Transactions (each, a “SPAC

Material Contract”). All SPAC Material Contracts have been made available to the Company other than those that are exhibits

to the SEC Reports.

(b) With

respect to each SPAC Material Contract: (i) the SPAC Material Contract was entered into at arms’ length and in the ordinary course

of business; (ii) the SPAC Material Contract is legal, valid, binding and enforceable in all material respects against SPAC and, to the

Knowledge of SPAC, the other parties thereto, and is in full force and effect (except, in each case, as such enforcement may be limited

by the Enforceability Exceptions); (iii) SPAC is not in breach or default in any material respect, and, to the Knowledge of SPAC, no event

has occurred that with the passage of time or giving of notice or both would constitute such a breach or default in any material respect

by SPAC, or permit termination or acceleration by the other party, under such SPAC Material Contract; and (iv) to the Knowledge of SPAC,

no other party to any SPAC Material Contract is in breach or default in any material respect, and no event has occurred that with the

passage of time or giving of notice or both would constitute such a breach or default by such other party, or permit termination or acceleration

by SPAC under any SPAC Material Contract

4.14 Transactions

with Affiliates. Schedule 4.14 sets forth a true, correct and complete list of the Contracts and arrangements that are in existence

as of the date of this Agreement under which there are any existing or future Liabilities or obligations between SPAC and any (a) present

or former director, officer or employee or Affiliate of SPAC, or any immediate family member of any of the foregoing, or (b) record or

beneficial owner of more than five percent (5%) of SPAC’s outstanding capital shares as of the date hereof.

4.15 Investment

Company Act. As of the date of this Agreement, SPAC is not an “investment company” or a Person directly or indirectly

“controlled” by or acting on behalf of an “investment company”, in each case within the meaning of the Investment

Company Act.

4.16 Finders

and Brokers. Except as set forth on Schedule 4.16, no broker, finder or investment banker is entitled to any brokerage, finder’s

or other fee or commission from SPAC, Pubco, the Target Companies or any of their respective Affiliates in connection with the transactions

contemplated hereby based upon arrangements made by or on behalf of SPAC.

4.17 Certain

Business Practices.

(a) Neither

SPAC, nor any of its Representatives acting on its behalf, has (i) used any funds for unlawful contributions, gifts, entertainment or

other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or

employees, to foreign or domestic political parties or campaigns or violated any provision of the U.S. Foreign Corrupt Practices Act of

1977 or any other local or foreign anti-corruption or bribery Law, (iii) made any other unlawful payment or (iv) since the formation of

SPAC, directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier,

governmental employee or other Person who is or may be in a position to help or hinder SPAC or assist it in connection with any actual

or proposed transaction.

(b) The

operations of SPAC are and have been conducted at all times in material compliance with money laundering statutes in all applicable jurisdictions,

the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by

any Governmental Authority, and no Action involving SPAC with respect to any of the foregoing is pending or, to the Knowledge of SPAC,

threatened.

of SPAC or any of its directors or officers, or, to the Knowledge of SPAC, any other Representative acting on behalf of SPAC is currently

identified on the specially designated nationals or other blocked person list or otherwise currently subject to any U.S. sanctions administered

by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), and SPAC has not, directly

or indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner

or other Person, in connection with any sales or operations in any other country sanctioned by OFAC or for the purpose of financing the

activities of any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC in the last five

(5) fiscal years.

4.18 Insurance.

Schedule 4.18 lists all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type

of policy) held by SPAC relating to SPAC or its business, properties, assets, directors, officers and employees, copies of which have

been provided to the Company. All premiums due and payable under all such insurance policies have been timely paid and SPAC is otherwise

in material compliance with the terms of such insurance policies. All such insurance policies are in full force and effect, and to the

Knowledge of SPAC, there is no threatened termination of, or material premium increase with respect to, any of such insurance policies.

There have been no insurance claims made by SPAC. SPAC has each reported to its insurers all claims and pending circumstances that would

reasonably be expected to result in a claim, except where such failure to report such a claim would not be reasonably likely to have a

Material Adverse Effect on SPAC.

4.19 Information

Supplied. None of the information supplied or to be supplied by the SPAC expressly for inclusion or incorporation by reference: (a)

in any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental

Authority or stock exchange with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration

Statement; or (c) in the mailings or other distributions to the SPAC’s shareholders and/or prospective investors with respect to

the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through

(c), will, when filed, made available, mailed or distributed, as the case may be, contain any untrue statement of a material fact or omit

to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances

under which they are made, not misleading. None of the information supplied or to be supplied by the SPAC expressly for inclusion or incorporation

by reference in any of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing will, when filed

or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated

therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Notwithstanding the foregoing, the SPAC makes no representation, warranty or covenant with respect to any information supplied by or on

behalf of the Company, Pubco or any of their respective Affiliates.

4.20 Trust

Account. As of the date hereof, there is at least $240,800,000 held in the Trust Account. Prior to the Closing, none of the funds

held in the Trust Account may be released except in accordance with the Trust Agreement, the SPAC’s Organizational Documents and

the IPO Prospectus. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting

certain conditions under Rule 2a-7 promulgated under the Investment Company Act. The SPAC has performed all material obligations required

to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed

or actual) in connection with, the Trust Agreement, and, to the Knowledge of SPAC, no event has occurred which, with due notice or lapse

of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal,

valid and binding obligation of the SPAC and, to the Knowledge of the SPAC, the Trustee, enforceable in accordance with its terms, subject

to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified,

in any respect, and to the Knowledge of the SPAC, no such termination, repudiation, rescission, amendment, supplement or modification

is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied)

that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by the SPAC to be inaccurate or that would

entitle any Person (other than shareholders of the SPAC holding SPAC Class A Ordinary Shares who shall have elected to redeem their SPAC

Class A Ordinary Shares pursuant to the SPAC’s Organizational Documents and the underwriters of the IPO with respect to deferred

underwriting commissions) to any portion of the proceeds in the Trust Account prior to the closing of a Business Combination. As of the

date hereof, the SPAC does not have any reason to believe that any of the conditions to the use of funds in the Trust Account will not

be satisfied or funds available in the Trust Account will not be available to the SPAC (subject to the Redemption) on the Closing Date.

There are no Actions pending with respect to the Trust Account. The SPAC has not released any money from the Trust Account other than

as permitted by the Trust Agreement. As of the Effective Time, the obligations of the SPAC to dissolve or liquidate pursuant to the SPAC’s

Organizational Documents shall terminate and the SPAC shall have no obligation whatsoever pursuant to the SPAC’s Organizational

Documents to dissolve and liquidate the assets of the SPAC by reason of the consummation of the transactions contemplated herein. Following

the Closing, no shareholder of the SPAC is or shall be entitled to receive any amount from the Trust Account except to the extent such

shareholder shall have elected to tender its SPAC Class A Ordinary Shares for redemption pursuant to the Redemption (or pursuant to any

redemption required in accordance with the extension of the SPAC’s deadline to consummate its Business Combination) in compliance

with the SPAC’s Organizational Documents.

4.21 Independent

Investigation. SPAC has conducted its own independent investigation, review and analysis of the business, results of operations, condition

(financial or otherwise) or assets of the Target Companies, Pubco and Merger Sub and acknowledges that it has been provided adequate access

to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies, Pubco and Merger

Sub for such purpose. SPAC acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the

transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the

Company, Pubco and Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules) and in

any certificate delivered to SPAC pursuant hereto, and the information provided by or on behalf of the Company, Pubco or Merger Sub for

the Registration Statement; and (b) none of the Company, Pubco, Merger Sub or their respective Representatives have made any representation

or warranty as to the Target Companies, Pubco or Merger Sub or this Agreement, except as expressly set forth in this Agreement (including

the related portions of the Company Disclosure Schedules) or in any certificate delivered to SPAC pursuant hereto.

4.22 No

Other Representations. Except for the representations and warranties expressly made by the SPAC in this Article IV (as modified

by the SPAC Disclosure Schedules) or as expressly set forth in an Ancillary Document, neither the SPAC nor any other Person on its behalf

makes any express or implied representation or warranty with respect to the SPAC or its business, operations, assets or Liabilities, or

the transactions contemplated by this Agreement or any of the other Ancillary Documents, and the SPAC hereby expressly disclaims any other

representations or warranties, whether implied or made by the SPAC or any of its Representatives. Except for the representations and warranties

expressly made by the SPAC in this Article IV (as modified by the SPAC Disclosure Schedules) or in an Ancillary Document, the SPAC

hereby expressly disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information

made, communicated or furnished (orally or in writing) to the Target Companies, Pubco or any of their respective Representatives (including

any opinion, information, projection or advice that may have been or may be provided to the Target Companies, Pubco or any of their respective

Representatives by any Representative of the SPAC), including any representations or warranties regarding the probable success or profitability

of the businesses of the SPAC.

Article

REPRESENTATIONS AND WARRANTIES

OF PUBCO

Pubco represents and warrants

to the SPAC and the Company, as of the date that Pubco executes and delivers a Joinder (the “Joinder Date”)

and as of the Closing, as follows:

5.1 Organization

and Standing. Pubco is duly formed as a public limited liability company (société anonyme) duly incorporated,

validly existing and in good standing under the laws of Luxembourg, and Merger Sub is an exempted company duly incorporated, validly existing

and in good standing under the laws of the Cayman Islands. Each of Pubco and Merger Sub has all requisite corporate power and authority

to own, lease and operate its properties and to carry on its business as now being conducted. Each of Pubco and Merger Sub is duly qualified

or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated

by it or the nature of the business conducted by it makes such qualification or licensing necessary. Pubco has heretofore made available

to SPAC and the Company accurate and complete copies of the Organizational Documents of Pubco and Merger Sub, each as currently in effect.

Neither Pubco nor Merger Sub is in violation of any provision of its Organizational Documents.

5.2 Authorization;

Binding Agreement. Subject to filing the Amended Pubco Charter, each of Pubco and Merger Sub has all requisite corporate power and

authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder

and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each

Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and

validly authorized by the board of directors and shareholders of Pubco and Merger Sub and no other corporate proceedings, other than as

expressly set forth elsewhere in this Agreement (including the filing of the Amended Pubco Charter), on the part of Pubco or Merger Sub

are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate

the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Pubco or Merger Sub is

a party has been or shall be when delivered, duly and validly executed and delivered by such Party and, assuming the due authorization,

execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered

shall constitute, the valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject

to the Enforceability Exceptions.

5.3 Governmental

Approvals. No Consent of or with any Governmental Authority, on the part of Pubco or Merger Sub is required to be obtained or made

in connection with the execution, delivery or performance by such Party of this Agreement and each Ancillary Document to which it is a

party or the consummation by such Party of the transactions contemplated hereby and thereby, other than (a) pursuant to Antitrust Laws,

(b) such filings as contemplated by this Agreement, including the Amended Pubco Charter, (c) any filings required with the Applicable

Exchange or the SEC with respect to the transactions contemplated by this Agreement, (d) applicable requirements, if any, of the Securities

Act, the Exchange Act, and/or any state “blue sky” securities Laws, and the rules and regulations thereunder, and (e) where

the failure to obtain or make such Consents or to make such filings or notifications, would not reasonably be expected to have a Material

Adverse Effect on Pubco, in each case, if any.

5.4 Non-Contravention.

The execution and delivery by Pubco and Merger Sub of this Agreement and each Ancillary Document to which it is a party, the consummation

by such Party of the transactions contemplated hereby and thereby, and compliance by such Party with any of the provisions hereof and

thereof, will not (a) subject to the filing of the Amended Pubco Charter, conflict with or violate any provision of such Party’s

Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.3 hereof,

and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied,

conflict with or violate any Law, Order or Consent applicable to such Party or any of its properties or assets, or (c) (i) violate, conflict

with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a

default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance

required by such Party under, (v) result in another person’s right of termination or acceleration under, (vi) give rise to any obligation

to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of such

Party under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any

Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate

the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions

or provisions of, any material Contract of such Party, except for any deviations from any of the foregoing clauses (a), (b) or (c) that

would not reasonably be expected to have a Material Adverse Effect on Pubco.

5.5 Capitalization.

As of Pubco’s Joinder Date, Pubco will be authorized to issue 500,000,000 Pubco Ordinary Shares, of which 100 Pubco Ordinary Shares

will be issued and outstanding, all of which will be owned by one or more shareholders, directors or executive officers of the Company

who are not U.S. citizens or residents. As of Merger Sub’s Joinder Date, Merger Sub will be authorized to issue 1,000 ordinary shares

of Merger Sub, of which 100 shares are issued and outstanding, and all of which are owned by Pubco. Prior to giving effect to the Transactions,

other than Merger Sub, Pubco does not have any Subsidiaries or own any equity interests in any other Person. Pubco qualifies as a foreign

private issuer pursuant to Rule 3b-4 of the Exchange Act.

5.6 Ownership

of Exchange Shares. (i) All Exchange Shares to be issued and delivered in accordance with Article II to the Sellers shall be, upon

issuance and delivery of such shares, duly authorized and validly issued and fully paid and non-assessable, free and clear of all Liens,

and (ii) upon issuance and delivery of such Exchange Shares, each Seller shall have good and valid title to its portion of such shares,

in each case of clauses (i) and (ii), other than restrictions arising from applicable securities Laws, the Lock-Up Agreements, the Seller

Registration Rights Agreement, the provisions of this Agreement and any Liens incurred by the Sellers, and (iii) the issuance and sale

of such Exchange Shares pursuant hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.

5.7 Pubco

and Merger Sub Activities. Since their formation, Pubco and Merger Sub have not engaged in any business activities other than as contemplated

by this Agreement, do not own directly or indirectly any ownership, equity, profits or voting interest in any Person (other than Pubco’s

100% ownership of Merger Sub) and have no assets or Liabilities except those incurred in connection with this Agreement and the Ancillary

Documents to which they are a party and the Transactions, and, other than this Agreement and the Ancillary Documents to which they are

a party, Pubco and Merger Sub are not party to or bound by any Contract.

5.8 Finders

and Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from SPAC,

Pubco, the Target Companies or any of their respective Affiliates in connection with the transactions contemplated hereby based upon arrangements

made by or on behalf of Pubco or Merger Sub.

5.9 Investment

Company Act. Pubco is not an “investment company” or, a Person directly or indirectly controlled by or acting on behalf

of an “investment company”, in each case within the meanings of the Investment Company Act.

5.10 Information

Supplied. None of the information supplied or to be supplied by Pubco or Merger Sub expressly for inclusion or incorporation by reference:

(a) in any Current Report on Form 8-K or 6-K, and any exhibits thereto or any other report, form, registration or other filing made with

any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement or any Ancillary Documents;

(b) in the Registration Statement; or (c) in the mailings or other distributions to SPAC’s or Pubco’s shareholders and/or

prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of

documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, contain any untrue

statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements

therein, in light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by

Pubco or Merger Sub expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the

Closing Filing and the Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material

fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of

the circumstances under which they are made, not misleading. Notwithstanding the foregoing, neither Pubco nor Merger Sub makes any representation,

warranty or covenant with respect to any information supplied by or on behalf of SPAC, the Target Companies or any of their respective

Affiliates.

5.11 Independent

Investigation. Each of Pubco and Merger Sub has conducted its own independent investigation, review and analysis of the business,

results of operations, condition (financial or otherwise) or assets of the Target Companies and SPAC and acknowledges that it has been

provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target

Companies and SPAC for such purpose. Each of Pubco and Merger Sub acknowledges and agrees that: (a) in making its decision to enter into

this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express

representations and warranties of the Company and SPAC set forth in this Agreement (including the related portions of the Company Disclosure

Schedules and the SPAC Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub pursuant hereto, and the information

provided by or on behalf of the Company or SPAC for the Registration Statement; and (b) none of the Company, SPAC or their respective

Representatives have made any representation or warranty as to the Target Companies, SPAC or this Agreement, except as expressly set forth

in this Agreement (including the related portions of the Company Disclosure Schedules and the SPAC Disclosure Schedules) or in any certificate

delivered to Pubco or Merger Sub pursuant hereto.

5.12 No

Other Representations. Except for the representations and warranties expressly made by Pubco in this Article V or as expressly

set forth in an Ancillary Document, neither Pubco nor any other Person on its behalf makes any express or implied representation or warranty

with respect to any of Pubco or Merger Sub or their respective business, operations, assets or Liabilities, or the transactions contemplated

by this Agreement or any of the other Ancillary Documents, and Pubco and Merger Sub each hereby expressly disclaims any other representations

or warranties, whether implied or made by Pubco, Merger Sub or any of their respective Representatives. Except for the representations

and warranties expressly made by Pubco in this Article V or in an Ancillary Document, Pubco hereby expressly disclaims all liability

and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally

or in writing) to the SPAC, the Target Companies or any of their respective Representatives (including any opinion, information, projection

or advice that may have been or may be provided to the SPAC, the Target Companies or any of their respective Representatives by any Representative

of Pubco or Merger Sub), including any representations or warranties regarding the probable success or profitability of the businesses

of Pubco or Merger Sub.

Article

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the

disclosure schedules delivered by the Company to SPAC on the date hereof (the “Company Disclosure Schedules”),

the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer (unless and only

to the extent the relevance to other representations and warranties is reasonably apparent from the actual text of the disclosures without

any reference to extrinsic documentation or any independent knowledge on the part of the reader regarding the matter disclosed), the Company

hereby represents and warrants to SPAC and Pubco, as of the date hereof and as of the Closing, as follows:

6.1 Organization

and Standing. The Company is duly formed as a public limited liability company (société anonyme) duly incorporated,

validly existing and in good standing under the laws of Luxembourg and has all requisite corporate power and authority to own, lease and

operate its properties and to carry on its business as now being conducted. Each other Target Company is a corporation or other entity

duly formed, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate

power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each Target Company

is duly qualified or licensed and in good standing in the jurisdiction in which it is incorporated or registered and in each other jurisdiction

where it does business or operates to the extent that the character of the property owned, or leased or operated by it or the nature of

the business conducted by it makes such qualification or licensing necessary. Schedule 6.1 lists all jurisdictions in which any

Target Company is qualified to conduct business and all names other than its legal name under which any Target Company does business.

The Company has provided to SPAC accurate and complete copies of the Organizational Documents of each Target Company, each as amended

to date and as currently in effect. No Target Company is in violation of any provision of its Organizational Documents in any material

respect.

6.2 Authorization;

Binding Agreement. The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary

Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate

the transactions contemplated hereby and thereby, subject to obtaining the Required Company Shareholder Approval. The execution and delivery

of this Agreement and each Ancillary Document to which the Company is or is required to be a party and the consummation of the transactions

contemplated hereby and thereby, (a) have been duly and validly authorized by the board of directors of and, upon receipt of the Required

Company Shareholder Approval in accordance with this Agreement, the shareholders of the Company in accordance with the Company’s

Organizational Documents, the Luxembourg Companies Act, any other applicable Law and any Contract to which the Company or any of its shareholders

are party or bound and (b) other than the Required Company Shareholder Approval, no other corporate proceedings on the part of the Company

are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate

the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or is required

to be a party shall be when delivered, duly and validly executed and delivered by the Company and assuming the due authorization, execution

and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered

shall constitute, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms,

subject to the Enforceability Exceptions.

6.3 Capitalization.

(a) The

Company is authorized to issue 5,200,000,000 Company Ordinary Shares. The issued and outstanding capital shares of the Company consist

of 5,200,000,000 Company Ordinary Shares, and there are no other issued or outstanding equity interests of the Company. The legal (registered)

and beneficial owners of the issued and outstanding Company Ordinary Shares are set forth on Schedule 6.3(a), all of which Company

Ordinary Shares are owned by the holders thereof free and clear of any Liens other than those imposed under the Company Organizational

Documents and applicable securities Laws. After giving effect to the Share Exchange, Pubco shall own all of the issued and outstanding

equity interests of the Company free and clear of any Liens other than those imposed under the Company Organizational Documents and applicable

securities Laws. All of the outstanding shares and other equity interests of the Company have been duly authorized, are fully paid and

non-assessable and were not issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or

any similar right under any provision of the Luxembourg Companies Act, any other applicable Law, the Company’s Organizational Documents

or any Contract to which the Company is a party or by which the Company or its securities are bound. The Company does not, directly or

indirectly, hold any of its shares or other equity interests in treasury.

(b) Schedule

6.3(b) sets forth the beneficial and record owners of all outstanding Company Convertible Securities (including in each case the grant

date, number and type of shares issuable thereunder, the exercise price, the expiration date and any vesting schedule) prior to the Share

Exchange, and except as set forth on Schedule 6.3(b), there are no Company Convertible Securities or preemptive rights or rights

of first refusal or first offer, nor are there any Contracts, commitments, arrangements or restrictions to which the Company or, to the

Knowledge of the Company, any of their respective shareholders are a party or bound relating to any equity securities of the Company,

whether or not outstanding. There are no outstanding or authorized equity appreciation, phantom equity or similar rights with respect

to the Company. Except as set forth on Schedule 6.3(b), there are no voting trusts, proxies, shareholder agreements or any other

agreements or understandings with respect to the voting of the Company’s equity interests. Except as set forth in the Company’s

Organizational Documents, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any

of its equity interests or securities, nor has the Company granted any registration rights to any Person with respect to its equity securities.

All of the issued and outstanding securities of the Company have been granted, offered, sold and issued in compliance with all applicable

securities Laws. As a result of the consummation of the transactions contemplated by this Agreement, no equity interests of the Company

are issuable and no rights in connection with any interests, warrants, rights, options or other securities of the Company accelerate or

otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise).

as disclosed in the Company Financials or as set forth on Schedule 6.3(c), since January 1, 2025, the Company has not declared

or paid any distribution (including out of the share premium reserve account or assimilated reserves such as the Company’s special

equity reserve account (SPERA)) or dividend (including interim, ordinary or extraordinary) in respect of its equity interests and has

not repurchased, redeemed or otherwise acquired any equity interests of the Company, and the board of directors of the Company has not

authorized any of the foregoing.

6.4 Subsidiaries.

Schedule 6.4 sets forth the name of each Subsidiary of the Company, and with respect to each Subsidiary (a) its jurisdiction of

organization, (b) its authorized shares or other equity interests (if applicable), and (c) the number of issued and outstanding shares

or other equity interests and the record holders and beneficial owners thereof. All of the outstanding equity securities of each Subsidiary

of the Company are duly authorized and validly issued, fully paid and non-assessable (if applicable), and were offered, sold and delivered

in compliance with all applicable securities Laws, and owned by one or more of the Target Companies free and clear of all Liens (other

than those, if any, imposed by such Subsidiary’s Organizational Documents). There are no Contracts to which the Company or any of

its Affiliates is a party or bound with respect to the voting (including voting trusts or proxies) of the equity interests of any Subsidiary

of the Company other than the Organizational Documents of any such Subsidiary. There are no outstanding or authorized options, warrants,

rights, agreements, subscriptions, convertible securities or commitments to which any Subsidiary of the Company is a party or which are

binding upon any Subsidiary of the Company providing for the issuance or redemption of any equity interests of any Subsidiary of the Company.

There are no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any Subsidiary of the

Company. No Subsidiary of the Company has any limitation, whether by Contract, Order or applicable Law, on its ability to make any distributions

or dividends to its equity holders or repay any debt owed to another Target Company. Except for the equity interests of the Subsidiaries

listed on Schedule 6.4, the Company does not own or have any rights to acquire, directly or indirectly, any equity interests of,

or otherwise Control, any Person. No Target Company is a participant in any joint venture, partnership or similar arrangement. There are

no outstanding contractual obligations of a Target Company to provide funds to, or make any investment (in the form of a loan, capital

contribution or otherwise) in, any other Person. The Company is a holding company and does not conduct any business other than holding

its Subsidiaries, none of which are located in Luxembourg.

6.5 Governmental

Approvals. No Consent of or with any Governmental Authority on the part of any Target Company is required to be obtained or made in

connection with the execution, delivery or performance by the Company of this Agreement or any Ancillary Documents or the consummation

by the Company of the transactions contemplated hereby or thereby other than (a) such filings as expressly contemplated by this Agreement,

(b) pursuant to Antitrust Laws and (c) those Consents, the failure of which to obtain prior to the Closing, would not individually or

in the aggregate reasonably be expected to be material to the Target Companies or the ability of the Company to perform its obligations

under this Agreement or the Ancillary Documents to which it is or required to be a party or otherwise bound, in each case, if any.

6.6 Non-Contravention.

The execution and delivery by the Company (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to

which any Target Company is or is required to be a party or otherwise bound, and the consummation by any Target Company of the transactions

contemplated hereby and thereby and compliance by any Target Company with any of the provisions hereof and thereof, will not (a) conflict

with or violate any provision of any Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental

Authorities referred to in Section 6.5 hereof, the waiting periods referred to therein having expired, and any condition precedent

to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to any Target Company or

any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which,

with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation

or modification of, (iv) accelerate the performance required by any Target Company under, (v) result in another person’s right of

termination or acceleration under, (vi) give rise to any obligation to make payments (including as a penalty) or provide compensation

under, (vii) result in the creation of any Lien upon any of the properties or assets of any Target Company under, (viii) give rise to

any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default,

exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel,

terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Company Material

Contract, except for any deviations from the foregoing clauses (b) and (c) that would not reasonably be expected to have a Material Adverse

Effect on the Target Companies.

6.7 Financial

Statements.

(a) As

used herein, the term “Company Financials” means (i) the audited consolidated financial statements of the Target

Companies (including, in each case, any related notes thereto) for the 2024 fiscal year, consisting of the consolidated balance sheet

of the Target Companies as of December 31, 2024 (the “Balance Sheet Date”), and the related consolidated audited

income statement, change in shareholder equity and statement of cash flows for the year then ended, each audited in accordance with IFRS

(the “2024 Private Audited Company Financials”), (ii) the unaudited consolidated financial statements of the

Target Companies for the 2025 fiscal year, consisting of the consolidated balance sheet of the Target Companies as of December 31, 2025,

and the related unaudited consolidated income statement for the year then ended (the “2025 Unaudited Company Financials”),

and (iii) when delivered in accordance with the requirements of Section 8.4(a), (A) the audited consolidated financial statements

of the Target Companies (including, in each case, any related notes thereto) for the 2024 fiscal year, consisting of the consolidated

balance sheet of the Target Companies as of December 31, 2024 and the related consolidated audited income statement, change in shareholder

equity and statement of cash flows for the fiscal year then ended, audited by a PCAOB qualified auditor in accordance with IFRS and PCAOB

standards (the “2024 PCAOB Audited Company Financials”), and (B) the audited consolidated financial statements

of the Target Companies (including, in each case, any related notes thereto) for the 2025 fiscal year, consisting of the consolidated

balance sheet of the Target Companies as of December 31, 2025 and the related consolidated audited income statement, change in shareholder

equity and statement of cash flows for the fiscal year then ended, audited by a PCAOB qualified auditor in accordance with IFRS and PCAOB

standards (the “2025 PCAOB Audited Company Financials”, and together with the 2024 PCOB Audited Company Financials,

the “PCAOB Audited Company Financials”). True and correct copies of the Company Financials have been provided

to SPAC (other than the PCAOB Audited Company Financials, which will be delivered in accordance with the requirements of Section 8.4(a)).

The Company Financials (i) accurately reflect the books and records of the Target Companies as of the times and for the periods referred

to therein, (ii) were prepared in accordance with IFRS, consistently applied throughout and among the periods involved (except that the

unaudited statements exclude the footnote disclosures and other presentation items required for IFRS and exclude year-end adjustments

which will not be material in amount), (iii) comply with all applicable accounting requirements under the Securities Act and the rules

and regulations of the SEC thereunder, and (iv) fairly present in all material respects the consolidated financial position of the Target

Companies as of the respective dates thereof and the consolidated results of the operations and cash flows of the Target Companies for

the periods indicated. No Target Company has ever been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange

Act.

(b) Each

Target Company maintains accurate books and records reflecting its assets and Liabilities and maintains proper and adequate internal accounting

controls that provide reasonable assurance that (i) such Target Company does not maintain any off-the-book accounts and that such Target

Company’s assets are used only in accordance with such Target Company’s management directives, (ii) transactions are executed

with management’s authorization, (iii) transactions are recorded as necessary to permit preparation of the financial statements

of such Target Company and to maintain accountability for such Target Company’s assets, (iv) access to such Target Company’s

assets is permitted only in accordance with management’s authorization, (v) the reporting of such Target Company’s assets

is compared with existing assets at regular intervals and verified for actual amounts, and (vi) accounts, notes and other receivables

and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection of accounts, notes

and other receivables on a current and timely basis. All of the financial books and records of the Target Companies are complete and accurate

in all material respects and have been maintained in the ordinary course consistent with past practice and in accordance with applicable

Laws. No Target Company has been subject to or involved in any material fraud that involves management or other employees who have a significant

role in the internal controls over financial reporting of any Target Company. Since January 1, 2025, no Target Company or its Representatives

has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies

or methods of any Target Company or its internal accounting controls, including any material written complaint, allegation, assertion

or claim that any Target Company has engaged in questionable accounting or auditing practices.

Target Companies do not have any Indebtedness other than the Indebtedness set forth on Schedule 6.7(c), and in such amounts (including

principal and any accrued but unpaid interest or other obligations with respect to such Indebtedness), as set forth on Schedule 6.7(c).

Except as disclosed on Schedule 6.7(c), no Indebtedness of any Target Company contains any restriction upon (i) the prepayment

of any of such Indebtedness, (ii) the incurrence of Indebtedness by any Target Company, or (iii) the ability of the Target Companies to

grant any Lien on their respective properties or assets.

(d) Except

as set forth on Schedule 6.7(d), no Target Company is subject to any Liabilities or obligations (whether or not required to be

reflected on a balance sheet prepared in accordance with IFRS or GAAP), including any off-balance sheet obligations or any “variable

interest entities” (within the meaning Accounting Standards Codification 810), except for those that are either (i) adequately reflected

or reserved on or provided for in the consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date contained

in the Company Financials or (ii) not material and that were incurred after the Balance Sheet Date in the ordinary course of business

consistent with past practice (other than Liabilities for breach of any Contract or violation of any Law).

(e) All

financial projections with respect to the Target Companies that were delivered by or on behalf of the Company to SPAC or Pubco or their

respective its Representatives were prepared in good faith using assumptions that the Company believes to be reasonable.

(f) All

accounts, notes and other receivables, whether or not accrued, and whether or not billed, of the Target Companies (the “Accounts

Receivable”) arose from sales actually made or services actually performed in the ordinary course of business and represent

valid obligations to a Target Company arising from its business. None of the Accounts Receivable are subject to any right of recourse,

defense, deduction, return of goods, counterclaim, offset, or set off on the part of the obligor in excess of any amounts reserved therefore

on the Company Financials. All of the Accounts Receivable are, to the Knowledge of the Company, fully collectible according to their terms

in amounts not less than the aggregate amounts thereof carried on the books of the Target Companies (net of reserves).

6.8 Absence

of Certain Changes. Except for actions expressly contemplated by this Agreement, since January 1, 2025, each Target Company has (a)

conducted its business only in the ordinary course of business consistent with past practice, (b) not been subject to a Material Adverse

Effect and (c) has not taken any action or committed or agreed to take any action that would be prohibited by Section 8.2 (without

giving effect to Schedule 8.2) if such action were taken on or after the date hereof without the consent of SPAC.

6.9 Compliance

with Laws. No Target Company is or has been in material conflict or material non-compliance with, or in material default or violation

of, nor has any Target Company received, in the past three (3) years, any written or, to the Knowledge of the Company, 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 properties,

assets, employees, business or operations are or were bound or affected.

6.10 Company

Permits. Each Target Company (and its employees who are legally required to be licensed by a Governmental Authority in order to perform

his or her duties with respect to his or her employment with any Target Company), holds all Permits necessary to lawfully conduct in all

material respects its business as presently conducted and as currently contemplated to be conducted, and to own, lease and operate its

assets and properties (collectively, the “Company Permits”). The Company has made available to SPAC true, correct

and complete copies of all material Company Permits, all of which material Company Permits are listed on Schedule 6.10. All of

the Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permits is pending or, to the

Company’s Knowledge, threatened. No Target Company is in violation in any material respect of the terms of any Company Permit, and

no Target Company has received any written or, to the Knowledge of the Company, oral notice of any Actions relating to the revocation

or modification of any Company Permit.

6.11 Litigation.

Except as described on Schedule 6.11, there is no (a) Action of any nature currently pending or, to the Company’s Knowledge,

threatened, nor is there any reasonable basis for any Action to be made (and no such Action has been brought or, to the Company’s

Knowledge, threatened in the past three (3) years); or (b) Order now pending or outstanding or that was rendered by a Governmental Authority

in the past three (3) years, in either case of (a) or (b) by or against any Target Company, its current or former directors, officers

or equity holders (provided, that any litigation involving the directors, officers or equity holders of a Target Company must be related

to the Target Company’s business, equity securities or assets), its business, equity securities or assets. The items listed on Schedule

6.11, if finally determined adverse to the Target Companies, will not have, either individually or in the aggregate, a Material Adverse

Effect upon any Target Company. In the past five (5) years, none of the current or former officers, senior management or directors of

any Target Company have been charged with, indicted for, arrested for, or convicted of any felony or any crime involving fraud.

6.12 Material

Contracts.

(a) Schedule

6.12(a) sets forth a true, correct and complete list of, and the Company has made available to SPAC (including written summaries of

oral Contracts), true, correct and complete copies of, each Contract to which any Target Company is a party or by which any Target Company,

or any of its properties or assets are bound or affected (each Contract required to be set forth on Schedule 6.12(a), a “Company

Material Contract”) that:

(i) contains

covenants that limit the ability of any Target Company (A) to compete in any line of business or with any Person or in any geographic

area or to sell, or provide any service or product or solicit any Person, including any non-competition covenants, employee and customer

non-solicit covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses or (B) to purchase or acquire

an interest in any other Person;

(ii) involves

any joint venture, profit-sharing, partnership, limited liability company or other similar agreement or arrangement relating to the formation,

creation, operation, management or control of any partnership or joint venture;

(iii) involves

any exchange-traded, over-the-counter or other swap, cap, floor, collar, futures contract, forward contract, option or other derivative

financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever,

whether tangible or intangible, including currencies, interest rates, foreign currency and indices;

(iv) evidences

Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) of any Target Company having an outstanding principal amount

in excess of $500,000;

(v) involves

the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with an aggregate value in excess of $500,000

(other than in the ordinary course of business consistent with past practice) or shares or other equity interests of any Target Company

or another Person;

(vi) relates

to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of any other entity

or its business or material assets or the sale of any Target Company, its business or material assets;

(vii) is

with any Top Customer or Top Vendor;

(viii) obligates

the Target Companies to provide continuing indemnification or a guarantee of obligations of a third party after the date hereof in excess

of $500,000;

(ix) is

between any Target Company and any directors, officers or employees of a Target Company with annual base compensation in excess of $250,000

(other than at-will employment arrangements with employees entered into in the ordinary course of business consistent with past practice),

including all severance and indemnification agreements, or any Related Person;

(x) obligates

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

(xi) relates

to a material settlement entered into within three (3) years prior to the date of this Agreement or under which any Target Company has

outstanding obligations (other than customary confidentiality obligations);

(xii) provides

another Person (other than another Target Company or any manager, director or officer of any Target Company) with a power of attorney;

(xiii) that

will be required to be filed with the Registration Statement under applicable SEC requirements or would otherwise be required to be filed

by the Company as an exhibit for a Form S-1 pursuant to Items 601(b)(1), (2), (4), (9) or (10) of Regulation S-K under the Securities

Act as if the Company was the registrant; or

(xiv) is

otherwise material to any Target Company and not described in clauses (i) through (xiii) above.

(b) With

respect to each Company Material Contract: (i) such Company Material Contract is valid and binding and enforceable in all respects against

the Target Company party thereto and, to the Knowledge of the Company, each other party thereto, and is in full force and effect (except,

in each case, as such enforcement may be limited by the Enforceability Exceptions); (ii) the consummation of the transactions contemplated

by this Agreement will not affect the validity or enforceability of any Company Material Contract; (iii) no Target Company is in breach

or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute

a material breach or default by any Target Company, or permit termination or acceleration by the other party thereto, under such Company

Material Contract; (iv) to the Knowledge of the Company, no other party to such Company Material Contract is in breach or default

in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a material

breach or default by such other party, or permit termination or acceleration by any Target Company, under such Company Material Contract;

(v) no Target Company has received written or, to the Knowledge of the Company, oral notice of an intention by any party to any such Company

Material Contract to terminate such Company Material Contract or amend the terms thereof, other than modifications in the ordinary course

of business that do not adversely affect any Target Company in any material respect; and (vi) no Target Company has waived any rights

under any such Company Material Contract.

6.13 Intellectual

Property.

(a) Schedule

6.13(a)(i) sets forth: all Patents and Patent applications, registered Trademarks and Trademark applications, copyright registrations

and applications and registered Internet Assets owned by a Target Company (“Company Registered IP”), specifying

as to each item, as applicable: (A) the title, (B) the owner of the item, (C) the jurisdictions in which the item is issued or registered

or in which an application for issuance or registration has been filed and (D) the issuance, registration or application numbers and dates.

Schedule 6.13(a)(ii) sets forth all Intellectual Property licenses, sublicenses and other similar agreements or permissions material

to the business of the Target Companies (“Company IP Licenses”) (excluding “shrink wrap,” “click

wrap,” and “off the shelf” software agreements and other agreements for Software commercially available on reasonable

terms to the public generally with license, maintenance, support and other fees of less than $150,000 per year (collectively, “Off-the-Shelf

Software”), which are not required to be listed, although such licenses are “Company IP Licenses” as that term

is used herein), under which a Target Company is a licensee or otherwise is authorized to use or practice any Intellectual Property. Each

Target Company owns, free and clear of all Liens (other than Permitted Liens) or has valid and enforceable rights to use all Intellectual

Property currently used by such Target Company in the conduct of its respective business. Except as set forth on Schedule 6.13(a)(iii),

all Company Registered IP is owned exclusively by the applicable Target Company without obligation to pay royalties, licensing fees or

other fees, or otherwise account to any third party with respect to such Company Registered IP.

(b) Except

as would except as would not, individually or in the aggregate, be material to Target Companies, taken as a whole, each Target Company

has performed all obligations imposed on it in the Company IP Licenses, has made all payments required to date, and such Target Company

is not, nor, to the Knowledge of the Company, is any other party thereto, in material breach or default thereunder, nor has any event

occurred that with notice or lapse of time or both would constitute a default thereunder. All Company Registered IP is subsisting and,

to the Knowledge of the Company, valid.

Action is pending or, to the Company’s Knowledge, threatened against a Target Company that challenges the validity, enforceability,

ownership of any Company Registered IP. No Target Company has, in the past three (3) years, received any written claim asserting that

any infringement, misappropriation, or other violation, of the Intellectual Property of any other Person is or may be occurring or has

or may have occurred, as a consequence of the business activities of any Target Company. There are no Orders to which any Target Company

is a party or its otherwise bound that (i) restrict the rights of a Target Company to use, transfer, license or enforce any Intellectual

Property owned by a Target Company, (ii) restrict the conduct of the business of a Target Company in order to accommodate a third Person’s

Intellectual Property, or (iii) grant any third Person any right with respect to any Intellectual Property owned by a Target Company.

No Target Company is currently infringing, or has, in the past, infringed, misappropriated or otherwise violated any Intellectual Property

of any other Person in any material respect in connection with the ownership, use or license of any Intellectual Property owned or purported

to be owned by a Target Company or, to the Knowledge of the Company, otherwise in connection with the conduct of the respective businesses

of the Target Companies. To the Company’s Knowledge, no third party is infringing upon, has misappropriated or is otherwise violating

any Intellectual Property owned by any Target Company in any material respect.

(d) All

employees and independent contractors who have contributed, developed or conceived any Intellectual Property on behalf of a Target Company

that is material to the businesses of the Target Companies have presently assigned to one of the Target Companies all Intellectual Property

created, conceived or otherwise developed by such Persons in the course of and related to his, her or its relationship with the Target

Companies. No current or former officers, employees or independent contractors of a Target Company have claimed any ownership interest

in any Intellectual Property owned by a Target Company. To the Knowledge of the Company, there has been no violation of a Target Company’s

policies or practices related to protection of Company IP or any confidentiality or nondisclosure Contract relating to the Intellectual

Property owned by a Target Company. The Company has made available to SPAC true and complete copies of all written Contracts (or the forms

of such Contracts) referenced in subsections under which employees and independent contractors assigned their Intellectual Property to

a Target Company. Each Target Company has taken reasonable security measures in order to protect the secrecy, confidentiality and value

of the material Intellectual Property owned, licensed by, licensed to, or otherwise used or held

for use by any Target Company (“Company IP”).

(e) To

the Knowledge of the Company and except as would except as would not, individually or in the aggregate, be material to Target Companies,

taken as a whole, no Person has since January 1, 2023, obtained unauthorized access to third party confidential information and data in

the possession of a Target Company, nor has there been any other material compromise of the security, confidentiality or integrity of

such confidential information or data. Except as would except as would not, individually or in the aggregate, be material to Target Companies,

taken as a whole, each Target Company has complied with all applicable Laws relating to privacy, personal data protection, and the collection,

processing and use of personal information, or its own privacy policies.

(f) The

consummation of any of the transactions contemplated by this Agreement will not result in the material breach, material modification,

cancellation, termination, suspension of, or acceleration of any payments with respect to, or release of source code because of (i) any

Contract providing for the license or other use of Intellectual Property owned by a Target Company, or (ii) any Company IP License. Following

the Closing, the Company shall be permitted to exercise, directly or indirectly through its Subsidiaries, all of the Target Companies’

rights under such Contracts or Company IP Licenses to the same extent that the Target Companies would have been able to exercise had the

transactions contemplated by this Agreement not occurred, without the payment of any additional amounts or consideration other than ongoing

fees, royalties or payments which the Target Companies would otherwise be required to pay in the absence of such transactions..

6.14 Taxes

and Returns.

(a) Each

Target Company has or will have timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it (taking

into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid,

collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other

than such Taxes for which adequate reserves in the Company Financials have been established.

(b) There

is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a

jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.

Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any

Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or

other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed

Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials

have been established).

(d) There

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

(e) No

Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes.

There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to

pay any Taxes shown to be due on any Tax Return.

(f) No

Target Company has made any change in any Tax accounting method, policy or procedure, (except as required by a change in Law) or received

a ruling from, or signed an agreement with, any taxing authority, in each case, that would reasonably be expected to have a material impact

on its Taxes following the Closing.

(g) No

Target Company has participated in, or sold, distributed or otherwise promoted, any “listed transaction,” as defined in U.S.

Treasury Regulation section 1.6011-4.

(h) No

Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law,

(ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise (excluding commercial agreements entered into in the ordinary

course of business the primary purpose of which was not the sharing of Taxes). No Target Company is a party to or bound by any Tax indemnity

agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements

entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes) with respect to Taxes (including

advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding

on such Target Company with respect to any period following the Closing Date.

(i) No

Target Company has requested, or is it the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement

or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

(j) No

Target Company: (i) has constituted either a “distributing corporation” or a “controlled corporation” (within

the meaning of Section 355(a)(1)(A) of the Code) in a distribution of securities (to any Person or entity that is not a member of the

consolidated group of which the Company is the common parent corporation) qualifying for, or intended to qualify for, Tax-free treatment

under Section 355 of the Code within the two-year period ending on the date hereof; or (ii) is or has ever been (A) a U.S. real property

holding corporation within the meaning of Section 897(c)(2) of the Code, or (B) a member of any consolidated, combined, unitary or affiliated

group of corporations for any Tax purposes other than a group of which a Target Company is or was the common parent corporation.

(k) No

Target Company is treated as a domestic corporation (as such term is defined in Section 7701 of the Code) for U.S. federal income tax

purposes.

6.15 Real

Property. Schedule 6.15 contains a complete and accurate list of all premises currently leased or subleased or otherwise used

or occupied by a Target Company for the operation of the business of a Target Company, and of all current leases, lease guarantees, agreements

and documents related thereto, including all amendments, terminations and modifications thereof or waivers thereto (collectively, the

“Company Real Property Leases”). The Company has provided to SPAC a true and complete copy of each of the Company

Real Property Leases, and in the case of any oral Company Real Property Lease, a written summary of the material terms of such Company

Real Property Lease. The Company Real Property Leases are valid, binding and enforceable in accordance with their terms and are in full

force and effect. To the Knowledge of the Company, no event has occurred which (whether with or without notice, lapse of time or both

or the happening or occurrence of any other event) would constitute a default on the part of a Target Company or any other party under

any of the Company Real Property Leases, and no Target Company has received notice of any such condition. No Target Company owns or has

ever owned any real property or any interest in real property (other than the leasehold interests in the Company Real Property Leases).

6.16 Personal

Property. All items of Personal Property of the Target Companies are in good operating condition and repair (reasonable wear and tear

excepted consistent with the age of such items), and are suitable for their intended use in the business of the Target Companies. The

operation of each Target Company’s business as it is now conducted or presently proposed to be conducted is not dependent upon the

right to use the Personal Property of Persons other than a Target Company, except for such Personal Property that is owned, leased or

licensed by, or otherwise contracted to, a Target Company The Company has provided to the SPAC a true and complete copy of each lease

agreement, lease guarantee, security agreement and other agreements related thereto, including all amendments, terminations and modifications

thereof or waivers thereto, for the Company’s Personal Property (“Company Personal Property Leases”),

and in the case of any oral Company Personal Property Lease, a written summary of the material terms of such Company Personal Property

Lease. The Company Personal Property Leases are valid, binding and enforceable in accordance with their terms and are in full force and

effect. To the Knowledge of the Company, no event has occurred which (whether with or without notice, lapse of time or both or the happening

or occurrence of any other event) would constitute a default on the part of a Target Company or any other party under any of the Company

Personal Property Leases, and no Target Company has received notice of any such condition.

6.17 Title

to and Sufficiency of Assets. Each Target Company has good and marketable title to, or a valid leasehold interest in or right to use,

all of its assets, free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold interests, (c)

Liens specifically identified on the 2025 Unaudited Company Financials and (d) Liens set forth on Schedule 6.17. The assets (including

Intellectual Property rights and contractual rights) of the Target Companies constitute all of the assets, rights and properties that

are used in the operation of the businesses of the Target Companies as it is now conducted and presently proposed to be conducted or that

are used or held by the Target Companies for use in the operation of the businesses of the Target Companies, and taken together, are adequate

and sufficient for the operation of the businesses of the Target Companies as currently conducted and as presently proposed to be conducted.

6.18 Employee

Matters.

(a) Except

as set forth in Schedule 6.18(a), no Target Company is a party to any collective bargaining agreement or other Contract covering

any group of employees, labor organization or other representative of any of the employees of any Target Company and the Company has no

Knowledge of any activities or proceedings of any labor union or other party to organize or represent such employees. In the past three

(3) years, there has not occurred or, to the Knowledge of the Company, been threatened any strike, slow-down, picketing, work-stoppage,

or other similar labor activity with respect to any such employees. Schedule 6.18(a) sets forth all unresolved material labor controversies

(including unresolved material grievances and age or other discrimination claims), if any, that are pending or, to the Knowledge of the

Company, threatened between any Target Company and Persons employed by or providing services as independent contractors to a Target Company.

No current officer or employee of a Target Company has provided any Target Company written or, to the Knowledge of the Company, oral notice

of his or her plan to terminate his or her employment with any Target Company.

(b) Each

Target Company (i) is and has been in compliance in all material respects with all applicable Laws respecting employment and employment

practices, terms and conditions of employment, health and safety and wages and hours, and other Laws relating to discrimination, disability,

labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions,

employee scheduling, occupational safety and health, family and medical leave, and employee terminations, and has not received written

or, to the Knowledge of the Company, oral notice that there is any pending material Action involving unfair labor practices against a

Target Company, (ii) is not liable for any material past due arrears of wages or any material penalty for failure to comply with any of

the foregoing, and (iii) is not liable for any material payment to any Governmental Authority with respect to unemployment compensation

benefits, social security or other benefits or obligations for employees, independent contractors or consultants (other than routine payments

to be made in the ordinary course of business and consistent with past practice). In the past three (3) years, there are no material Actions

pending or, to the Knowledge of the Company, threatened against a Target Company brought by or on behalf of any applicant for employment,

any current or former employee, any Person alleging to be a current or former employee, or any Governmental Authority, relating to any

such Law or regulation, or alleging breach of any express or implied contract of employment, wrongful termination of employment, or alleging

any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

6.18(c) hereto sets forth a complete and accurate list as of the date hereof of all employees of the Target Companies whose annualized

cash compensation as of the date hereof exceeds $200,000 showing for each as of such date: (i) the employee’s name, job title or

position, employing entity, location (state (if applicable) and country), compensation (including base salary and any bonus, commission,

deferred compensation or other remuneration payable (other than any such arrangements under which payments are at the discretion of the

Target Companies)); (ii) any bonus, commission or other remuneration other than base salary paid during the calendar year ending December

31, 2025; and (iii) any wages, base salary, bonus, commission or other compensation due and owing to each employee during or for the calendar

year ending December 31, 2025; provided, that with respect to all other employees of the Target Companies, Schedule 6.18(c) may

provide anonymized and/or aggregated information by employing entity and jurisdiction, and, to the extent reasonably available, by function,

including headcount and compensation bands or ranges in reasonable detail. Except as set forth on Schedule 6.18(c), (A) no employee

required to be listed on Schedule 6.18(c) is a party to a written employment Contract with a Target Company, other than an offer

letter or standard form employment agreement made available to SPAC, and (B) the Target Companies have paid in full (or accrued in full

in the Company Financials) to all their employees all wages, salaries, commission, bonuses and other compensation due to their employees,

including overtime compensation, and no Target Company has any material obligation or Liability (whether or not contingent) with respect

to severance payments to any of its employees under the terms of any written or, to the Company’s Knowledge, oral agreement, or

commitment or any applicable Law. Except as set forth in Schedule 6.18(c), each employee required to be listed on Schedule 6.18(c)

has entered into the Company’s standard form of employee non-disclosure, inventions and restrictive covenants agreement with a Target

Company (whether pursuant to a separate agreement or incorporated as part of such employee’s overall employment agreement), a copy

of which has been made available to SPAC by the Company.

(d) Schedule

6.18(d) contains a list of all individual independent contractors (including consultants) engaged by any Target Company (whether directly

or through an entity that such individual owns) (“Company Independent Contractors”) as of the date of this Agreement,

along with the position, the entity engaging such Person, date of retention and rate of remuneration, most recent increase (or decrease)

in remuneration and amount thereof, for each such Person. Except as set forth on Schedule 6.18(d), all of such Company Independent

Contractors are a party to a written Contract with a Target Company. Except as set forth on Schedule 6.18(d), each such Company

Independent Contractor has entered into customary covenants regarding confidentiality and assignment of inventions and copyrights in such

Person’s agreement with a Target Company, a copy of which has been provided to SPAC by the Company. For the purposes of applicable

Law, including the Code, all Company Independent Contractors who are currently, or within the past three (3) years have been, engaged

by a Target Company are bona fide independent contractors and not employees of a Target Company. Each Company Independent Contractor is

terminable on fewer than thirty (30) days’ notice, without any obligation of any Target Company to pay severance or a termination

fee.

6.19 Benefit

Plans.

(a) Set

forth on Schedule 6.19(a) is a true and complete list of each Foreign Plan of a Target Company (each, a “Company Benefit

Plan”). No Target Company has ever maintained or contributed to (or had an obligation to contribute to), or has or could

reasonably be expected to have any Liability under, any Benefit Plan, whether or not subject to ERISA, which is not a Foreign Plan.

(b) With

respect to each Company Benefit Plan which covers any current or former officer, director, consultant or employee (or beneficiary thereof)

of a Target Company, the Company has made available to SPAC accurate and complete copies, if applicable, of: (i) all plan documents and

related trust agreements or annuity Contracts (including any amendments, modifications or supplements thereto), and written descriptions

of any Company Benefit Plans which are not in writing; (ii) the most recent annual and periodic accounting of plan assets; (iii) the most

recent actuarial valuation; and (iv) all nonroutine communications with any Governmental Authority concerning any matter that is still

pending or for which a Target Company has any outstanding Liability or obligation.

respect to each Company Benefit Plan: (i) such Company Benefit Plan has been administered and enforced in all material respects in accordance

with its terms and the requirements of all applicable Laws, and has been maintained, where required, in good standing with applicable

regulatory authorities and Governmental Authorities; (ii) to the Company’s Knowledge, no breach of fiduciary duty has occurred;

(iii) no Action is pending, or to the Company’s Knowledge, threatened (other than routine claims for benefits arising in the ordinary

course of administration); (iv) all contributions, premiums and other payments (including any special contribution, interest or penalty)

required to be made with respect to a Company Benefit Plan have been timely made; (v) all benefits accrued under any unfunded Company

Benefit Plan have been paid, accrued, or otherwise adequately reserved in accordance with IFRS and are reflected on the Company Financials;

and (vi) no Company Benefit Plan provides for retroactive increases in contributions, premiums or other payments in relation thereto.

No Target Company has incurred, and is not reasonably expected to incur, any material obligation or Liability in connection with the termination

of, or withdrawal from, any Company Benefit Plan.

(d) To

the extent applicable, except as would not result in material Liability, the present value of the accrued benefit Liabilities (whether

or not vested) under each Company Benefit Plan, determined as of the end of the Company’s most recently ended fiscal year on the

basis of reasonable actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Company

Benefit Plan allocable to such benefit liabilities.

(e) Except

to the extent required by applicable Law, no Target Company provides health or welfare benefits to any former or retired employee or is

obligated to provide such benefits to any active employee following such employee’s retirement or other termination of employment

or service.

6.20 Environmental

Matters. Except as set forth in Schedule 6.20:

(a) Each

Target Company is and has been in compliance in all material respects with all applicable Environmental Laws, including obtaining, maintaining

in good standing, and complying in all material respects with all Permits required for its business and operations by Environmental Laws

(“Environmental Permits”), no Action is pending or, to the Company’s Knowledge, threatened to revoke,

modify, or terminate any such Environmental Permit, and, to the Company’s Knowledge, no facts, circumstances, or conditions currently

exist that could adversely affect such continued compliance with Environmental Laws and Environmental Permits or require capital expenditures

to achieve or maintain such continued compliance with Environmental Laws and Environmental Permits.

(b) No

Target Company is the subject of any outstanding Order or Contract with any Governmental Authority or other Person in respect of any (i)

Environmental Laws, (ii) Remedial Action, or (iii) Release or threatened Release of a Hazardous Material. No Target Company has assumed,

contractually or by operation of Law, any Liabilities or obligations or held harmless or provided any indemnity to a third-party under

any Environmental Laws.

Action has been made or is pending, or to the Company’s Knowledge, threatened against any Target Company or any assets of a Target

Company alleging either or both that a Target Company may be in material violation of any Environmental Law or Environmental Permit or

may have any material Liability under any Environmental Law.

(d) No

Target Company has manufactured, treated, stored, disposed of, arranged for or permitted the disposal of, generated, handled or Released

any Hazardous Material, or owned or operated any property or facility, in a manner that has given or would reasonably be expected to give

rise to any material Liability or obligation under applicable Environmental Laws. No fact, circumstance, or condition exists in respect

of any Target Company or any property currently or formerly owned, operated, or leased by any Target Company or any property to which

a Target Company arranged for the disposal or treatment of Hazardous Materials that could reasonably be expected to result in a Target

Company incurring any material Environmental Liabilities.

(e) There

is no investigation of the business, operations, or currently owned, operated, or leased property of a Target Company or, to the Company’s

Knowledge, previously owned, operated, or leased property of a Target Company pending or, to the Company’s Knowledge, threatened

that could lead to the imposition of any Liens under any Environmental Law or material Environmental Liabilities.

(f) This

Agreement and the Transactions will not result in any Liabilities for site investigation or cleanup, or require the consent of any Person,

pursuant to any Environmental Law, including any so-called “transaction-triggered” or “responsible property transfer”

requirements.

(g) To

the Knowledge of the Company, there is not located at any of the properties of a Target Company any (i) underground storage tanks, (ii)

asbestos-containing material, or (iii) equipment containing polychlorinated biphenyls.

(h) The

Company has provided to SPAC all environmentally related site assessments, audits, studies, reports, analysis and results of investigations

that have been performed in respect of the currently or previously owned, leased, or operated properties of any Target Company.

6.21 Transactions

with Related Persons. Except as set forth on Schedule 6.21, no Target Company nor any of its Affiliates, nor any officer, director,

manager, employee, trustee or beneficiary of a Target Company or any of its Affiliates, nor any immediate family member of any of the

foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”)

is presently, or in the past three (3) years, has been, a party to any transaction with a Target Company, including any Contract or other

arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target Company), (b)

providing for the rental of real property or Personal Property from or (c) otherwise requiring payments to (other than for services or

expenses as directors, officers or employees of the Target Company in the ordinary course of business consistent with past practice) any

Related Person or any Person in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or

in which any Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two

percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 6.21,

no Target Company has outstanding any Contract or other arrangement or commitment with any Related Person, and no Related Person owns

any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business

of any Target Company. The assets of the Target Companies do not include any receivable or other obligation from a Related Person, and

the liabilities of the Target Companies do not include any payable or other obligation or commitment to any Related Person. Schedule

6.21 specifically identifies all Contracts, arrangements or commitments set forth on such Schedule 6.21 that cannot be terminated

upon sixty (60) days’ notice by the Target Companies without cost or penalty.

6.22 Business

Insurance.

(a) Schedule

6.22(a) lists all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type of policy)

held by a Target Company relating to a Target Company or its business, properties, assets, directors, officers and employees, copies of

which have been provided to the SPAC. All premiums due and payable under all such insurance policies have been timely paid and the Target

Companies are otherwise in material compliance with the terms of such insurance policies. Each such insurance policy is legal, valid,

binding, enforceable and in full force and effect. No Target Company has any self-insurance or co-insurance programs. Since January 1,

2025, no Target Company has received any notice from, or on behalf of, any insurance carrier relating to or involving any adverse change

or any change other than in the ordinary course of business, in the conditions of insurance, any refusal to issue an insurance policy

or non-renewal of a policy.

(b) Schedule

6.22(b) identifies each individual insurance claim in excess of $50,000 made by a Target Company since January 1, 2025. Each Target

Company has reported to its insurers all material claims and pending circumstances that would reasonably be expected to result in a claim,

except where such failure to report such a claim would not be reasonably likely to be material to the Target Companies. To the Knowledge

of the Company, no event has occurred, and no condition or circumstance exists, that would reasonably be expected to (with or without

notice or lapse of time) give rise to or serve as a basis for the denial of any such insurance claim. No Target Company has made any claim

against an insurance policy as to which the insurer is denying coverage.

6.23 Top

Customers and Suppliers. Schedule 6.23 lists, by dollar volume received or paid, as applicable, for each of (a) the twelve

(12) months ended on December 31, 2024 and (b) the twelve (12) months ended on December 31, 2025, the ten (10) largest customers of the

Target Companies (the “Top Customers”) and the ten largest suppliers of goods or services to the Target Companies

(the “Top Vendors”), along with the amounts of such dollar volumes. The relationships of each Target Company

with such suppliers and customers are good commercial working relationships and (i) no Top Vendor or Top Customer within the last twelve

(12) months has cancelled or otherwise terminated, or, to the Company’s Knowledge, intends to cancel or otherwise terminate, any

material relationships of such Person with a Target Company, (ii) no Top Vendor or Top Customer has during the last twelve (12) months

decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or intends to modify materially

its material relationships with a Target Company or intends to stop, decrease or limit materially its products or services to any Target

Company or its usage or purchase of the products or services of any Target Company, (iii) to the Company’s Knowledge, no Top Vendor

or Top Customer intends to refuse to pay any amount due to any Target Company or seek to exercise any remedy against any Target Company,

(iv) no Target Company has within the past two (2) years been engaged in any material dispute with any Top Vendor or Top Customer, and

(v) to the Company’s Knowledge, the consummation of the transactions contemplated in this Agreement and the Ancillary Documents

will not adversely affect the relationship of any Target Company with any Top Vendor or Top Customer.

6.24 Certain

Business Practices.

(a) No

Target Company, nor any of their respective Representatives acting on their behalf has (i) used any funds for unlawful contributions,

gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic

government officials or employees, to foreign or domestic political parties or campaigns or violated any provision of the U.S. Foreign

Corrupt Practices Act of 1977 or (iii) made any other unlawful payment. No Target Company, nor any of their respective Representatives

acting on their behalf has directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount

to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder any Target Company or

assist any Target Company in connection with any actual or proposed transaction.

(b) The

operations of each Target Company are and have been conducted at all times in compliance with money laundering statutes in all applicable

jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered

or enforced by any Governmental Authority, and no Action involving a Target Company with respect to the any of the foregoing is pending

or, to the Knowledge of the Company, threatened.

Target Company or any of their respective directors or officers, or, to the Knowledge of the Company, any other Representative acting

on behalf of a Target Company is currently identified on the specially designated nationals or other blocked person list or otherwise

currently subject to any U.S. sanctions administered by OFAC, and no Target Company has, directly or indirectly, used any funds, or loaned,

contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales

or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing the activities

of any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC in the last five (5) fiscal

years.

6.25 Investment

Company Act. No Target Company is an “investment company” or a Person directly or indirectly “controlled”

by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act.

6.26 Finders

and Brokers. Except as set forth in Schedule 6.26, no broker, finder or investment banker is entitled to any brokerage, finder’s

or other fee or commission from SPAC, Pubco, the Target Companies or any of their respective Affiliates in connection with the transactions

contemplated hereby based upon arrangements made by or on behalf of any Target Company.

6.27 Information

Supplied. None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference:

(a) in any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any

Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement or any Ancillary Documents;

(b) in the Registration Statement; or (c) in the mailings or other distributions to SPAC’s or Pubco’s shareholders and/or

prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of

documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, contain any untrue

statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements

therein, in light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by

the Company expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing

Press Release and the Closing Filing will, when filed or distributed, as applicable, contain any untrue statement of a material fact or

omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances

under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with

respect to any information supplied by or on behalf of SPAC or its Affiliates.

6.28 Independent

Investigation. The Company has conducted its own independent investigation, review and analysis of the business, results of operations,

condition (financial or otherwise) or assets of SPAC, Pubco and Merger Sub and acknowledges that it has been provided adequate access

to the personnel, properties, assets, premises, books and records, and other documents and data of SPAC, Pubco and Merger Sub for such

purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions

contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of SPAC, Pubco and

Merger Sub set forth in this Agreement (including the related portions of the SPAC Disclosure Schedules) and in any certificate delivered

to the Company pursuant hereto, and the information provided by or on behalf of SPAC, Pubco or Merger Sub for the Registration Statement;

and (b) none of SPAC, Pubco, Merger Sub or their respective Representatives have made any representation or warranty as to SPAC, Pubco

or Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the SPAC Disclosure

Schedules) or in any certificate delivered to Company pursuant hereto.

6.29 No

Other Representations. Except for the representations and warranties expressly made by the Company in this Article VI (as modified

by the Company Disclosure Schedules) or as expressly set forth in an Ancillary Document, neither the Company nor any other Person on its

behalf makes any express or implied representation or warranty with respect to the Target Companies or their respective businesses, operations,

assets or Liabilities, or the transactions contemplated by this Agreement or any of the other Ancillary Documents, and the Company hereby

expressly disclaims any other representations or warranties, whether implied or made by the Company or any of its Representatives. Except

for the representations and warranties expressly made by the Company in this Article VI (as modified by the Company Disclosure

Schedules) or in an Ancillary Document, the Company hereby expressly disclaims all liability and responsibility for any representation,

warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to the SPAC, Pubco or

any of their respective Representatives (including any opinion, information, projection or advice that may have been or may be provided

to the SPAC, Pubco or any of their respective Representatives by any Representative of the Company), including any representations or

warranties regarding the probable success or profitability of the businesses of the Target Companies.

Article

VII

[INTENTIONALLY OMITTED]

Article

VIII

COVENANTS

8.1 Access

and Information.

(a) During

the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section

10.1 or the Closing (the “Interim Period”), subject to Section 8.13, each of the Company, Pubco and

Merger Sub shall give, and shall cause its Representatives to give, SPAC and its Representatives, at reasonable times during normal business

hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties,

Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal

working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies, Pubco or Merger

Sub as SPAC or its Representatives may reasonably request regarding the Target Companies, Pubco or Merger Sub and their respective businesses,

assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly

financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule

and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and

independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any))

and cause each of the Representatives of the Company, Pubco and Merger Sub to reasonably cooperate with SPAC and its Representatives in

their investigation; provided, however, that SPAC and its Representatives shall conduct any such activities in such a manner as not to

unreasonably interfere with the business or operations of the Target Companies, Pubco or Merger Sub.

(b) During

the Interim Period, subject to Section 8.13, SPAC shall give, and shall cause its Representatives to give, the Company, Pubco,

Merger Sub and their respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice,

reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and

records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts

and director service agreements), of or pertaining to SPAC or its Subsidiaries, as the Company, Pubco, Merger Sub or their respective

Representatives may reasonably request regarding SPAC, its Subsidiaries and their respective businesses, assets, Liabilities, financial

condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including

a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or

received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’

work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of SPAC’s Representatives

to reasonably cooperate with the Company, Pubco and Merger Sub and their respective Representatives in their investigation; provided,

however, that the Company, Pubco, Merger Sub and their respective Representatives shall conduct any such activities in such a manner as

not to unreasonably interfere with the business or operations of SPAC or any of its Subsidiaries.

8.2 Conduct

of Business of the Company, Pubco and Merger Sub.

(a) Unless

SPAC shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period,

except as expressly contemplated by this Agreement or as set forth on Schedule 8.2 or as required by applicable Laws, the Company,

Pubco and Merger Sub shall, and shall cause their respective Subsidiaries to, (i) conduct their respective businesses, in all material

respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to the Target Companies,

Pubco and Merger Sub and their respective businesses, assets and employees, and (iii) use commercially reasonable efforts to preserve

intact, in all material respects, their respective business organizations, to keep available the services of their respective managers,

directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective material assets,

all as consistent with past practice.

(b) Without

limiting the generality of Section 8.2(a) and except as contemplated by the terms of this Agreement or as set forth on Schedule

8.2, during the Interim Period, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned

or delayed), the Company, Pubco or Merger Sub each shall not, and each shall cause its Subsidiaries not to:

(i) amend,

waive or otherwise change, in any respect, its Organizational Documents;

(ii) other

than in connection with the Bridge Debt Financing, authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue,

grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind

to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any

of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction

with a third Person with respect to such securities;

(iii) split,

combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay

or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity

interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

(iv) other

than in connection with the Bridge Debt Financing or under any revolving, trade finance or other line of credit or facility of the Target

Companies existing as of the date of this Agreement, incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly,

contingently or otherwise) in excess of $1,000,000 individually or $2,000,000 in the aggregate, make a loan or advance to or investment

in any third party (other than advancement of expenses to employees in the ordinary course of business), or guarantee or endorse any Indebtedness,

Liability or obligation of any Person in excess of $1,000,000 individually or $2,000,000 in the aggregate;

(v) materially

increase the wages, salaries or compensation of its employees other than in the ordinary course of business, consistent with past practice,

and in any event not individually or in the aggregate by more than five percent (5%), or make or commit to make any bonus, retention,

transaction, change in control, or other incentive payment (whether in cash, property or securities) to any employee other than in the

ordinary course of business consistent with past practice, or materially increase other benefits of employees generally, accelerate the

vesting, lapsing of restrictions or payment or in any way amend, modify or supplement the terms of any equity or equity based or phantom

equity, forgive or issue any loans to any service providers, accelerate the vesting, lapsing of restrictions or payment, or to fund or

in any other way secure any material rights or benefits under any Benefit Plan, or enter into, establish, materially amend or terminate

any Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as

required by applicable Law, pursuant to the terms of any Benefit Plans or in the ordinary course of business consistent with past practice;

(vi) make

or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation,

audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting

or Tax policies or procedures, in each case except as required by applicable Law or in compliance with IFRS;

(vii) transfer

or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any Company Registered IP,

Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets;

(viii) terminate,

or waive or assign any material right under any Company Material Contract or enter into any Contract that would be a Company Material

Contract, in any case outside of the ordinary course of business consistent with past practice;

(ix) fail

to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;

(x) establish

any Subsidiary or enter into any new line of business;

(xi) fail

to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage

with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect;

(xii) revalue

any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply

with IFRS and after consulting with such Party’s outside auditors;

(xiii) waive,

release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation

relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises

that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, such

Party or its Affiliates) not in excess of $1,000,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions,

Liabilities or obligations, unless such amount has been reserved in the Company Financials or the consolidated financial statements of

Pubco, as applicable;

(xiv) close

or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities;

(xv) acquire,

including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation,

partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside

the ordinary course of business consistent with past practice; provided that the foregoing shall not restrict the Target Companies from

continuing to evaluate, negotiate and discuss potential acquisitions in the ordinary course, but no Target Company will enter into any

binding or non-binding agreement in principle (including unexecuted final terms), letter of intent or definitive agreement with respect

to any such potential acquisition without SPAC’s prior written consent (not to be unreasonably withheld, conditioned or delayed);

(xvi) make

capital expenditures in excess of $1,000,000 (individually for any project (or set of related projects) or $2,000,000 in the aggregate);

(xvii) adopt

a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

(xviii) voluntarily

incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $1,000,000 individually or $2,000,000

in the aggregate other than in connection with the Bridge Debt Financing or pursuant to the terms of a Company Material Contract or Company

Benefit Plan;

(xix) sell,

lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose

of any material portion of its properties, assets or rights;

(xx) enter

into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company, Pubco or Merger Sub;

(xxi) take

any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority

to be obtained in connection with this Agreement;

(xxii) accelerate

the collection of any trade receivables or delay the payment of trade payables or any other liabilities other than in the ordinary course

of business consistent with past practice;

(xxiii) enter

into, amend, waive or terminate (other than terminations in accordance with their terms or as contemplated by this Agreement) any transaction

with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course

of business consistent with past practice); or

(xxiv) authorize

or agree to do any of the foregoing actions.

limiting Sections 8.2(a) and 8.2(b), during the Interim Period, without the prior written consent of SPAC (such consent

not to be unreasonably withheld, conditioned or delayed), the Company shall not issue any Company Securities unless the recipient of such

Company Securities executes and delivers to SPAC, Pubco and the Company a Company Support Agreement in substantially the form attached

as Exhibit C hereto (which upon execution will be included in the definition of “Company Support Agreements” under

this Agreement) and any Ancillary Documents which such recipient would have been required to be a party or bound if such recipient was

a Company Securityholder on the date of this Agreement.

8.3 Conduct

of Business of SPAC.

(a) Unless

the Company and Pubco shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during

the Interim Period, except as expressly contemplated by this Agreement or as set forth on Schedule 8.3 or as required by applicable

Laws, SPAC shall, and shall cause its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary

course of business consistent with past practice, (ii) comply with all Laws applicable to SPAC and its Subsidiaries and their respective

businesses, assets and employees, and (iii) use commercially reasonable efforts to preserve intact, in all material respects, their respective

business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, and

to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. Notwithstanding

anything to the contrary in this Section 8.3, nothing in this Agreement shall prohibit or restrict SPAC from extending, in accordance

with the SPAC Charter and IPO Prospectus, the deadline by which it much complete its Business Combination (an “Extension”),

and no consent of any other Party shall be required in connection therewith.

(b) Without

limiting the generality of Section 8.3(a) and except as contemplated by the terms of this Agreement (including as contemplated

by the PIPE Financing) or as set forth on Schedule 8.3, during the Interim Period, without the prior written consent of the Company

and Pubco (such consent not to be unreasonably withheld, conditioned or delayed), SPAC shall not, and shall cause its Subsidiaries not

to:

(i) amend,

waive or otherwise change, in any respect, its Organizational Documents (other than in connection with an Extension);

(ii) authorize

for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities

or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities,

including any securities convertible into or exchangeable for any of its equity securities or other security interests of any class and

any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities;

(iii) split,

combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay

or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its shares

or other equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

(iv) incur,

create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $250,000 (individually

or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability

or obligation of any Person; provided, that this Section 8.3(b)(iv) shall not prevent SPAC from borrowing funds necessary to finance

(A) its ordinary course administrative costs and expenses incurred in connection with the consummation of the Transactions (including

the PIPE Financing up to aggregate additional Indebtedness during the Interim Period of $1,500,000) and (B) the costs and expenses necessary

for an Extension (such expenses, “Extension Expenses”));

(v) make

or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation,

audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting

or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP or IFRS, as applicable;

(vi) amend,

waive or otherwise change the Trust Agreement in any manner adverse to SPAC;

(vii) terminate,

waive or assign any material right under any material agreement to which it is a party;

(viii) fail

to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;

(ix) establish

any Subsidiary or enter into any new line of business;

(x) fail

to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage

with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect;

(xi) revalue

any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply

with GAAP or IFRS, as applicable, and after consulting the SPAC’s outside auditors;

(xii) waive,

release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation

relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises

that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, SPAC

or its Subsidiary) not in excess of $250,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities

or obligations, unless such amount has been reserved in the SPAC Financials;

(xiii) merge,

consolidate or amalgamate with or into or acquire, including by acquisition of equity interests or assets, or any other form of business

combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material

amount of assets outside the ordinary course of business;

(xiv) make

capital expenditures in excess of $250,000 individually for any project (or set of related projects) or $500,000 in the aggregate (excluding,

for the avoidance of doubt, incurring any Expenses);

(xv) adopt

a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization

(other than with respect to the Merger);

(xvi) voluntarily

incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $250,000 individually or $500,000

in the aggregate (excluding the incurrence of any Expenses) other than pursuant to the terms of a Contract in existence as of the date

of this Agreement or entered into in the ordinary course of business or in accordance with the terms of this Section 8.3 during

the Interim Period;

(xvii) sell,

lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose

of any material portion of its properties, assets or rights;

(xviii) enter

into any agreement, understanding or arrangement with respect to the voting of its equity securities;

(xix) take

any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority

to be obtained in connection with this Agreement; or

(xx) authorize

or agree to do any of the foregoing actions.

8.4 Annual

and Interim Financial Statements.

(a) The

Company shall use its reasonable best efforts to deliver to SPAC the 2024 PCAOB Audited Company Financials and the 2025 PCAOB Audited

Company Financials as promptly as reasonably practicable following the date of this Agreement, but in any event no later than July 31,

2026 (the “PCAOB Audit Delivery Date”). The Company shall cause the PCAOB Audited Company Financials (i) to

be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be specifically indicated

in the notes thereto), (ii) to be audited by a PCAOB qualified auditor in accordance with the standards of the PCAOB and to contain a

report of the Company’s auditor and (iii) to comply in all material respects with the applicable accounting requirements and with

the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of date of delivery (including Regulation S-X

or Regulation S-K, as applicable).

(b) During

the Interim Period, within thirty (30) calendar days following the end of each calendar month, each three-month quarterly period and each

fiscal year, the Company shall deliver to SPAC an unaudited consolidated income statement and an unaudited consolidated balance sheet

of the Target Companies for the period from the Balance Sheet Date through the end of such calendar month, quarterly period or fiscal

year and the applicable comparative period in the preceding fiscal year, in each case accompanied by a certificate of the Chief Financial

Officer of the Company to the effect that all such financial statements fairly present the consolidated financial position and results

of operations of the Target Companies as of the date or for the periods indicated, in accordance with IFRS, subject to year-end audit

adjustments and excluding footnotes. From the date hereof through the Closing Date, the Company will also promptly deliver to SPAC copies

of any audited consolidated financial statements of the Target Companies that the Target Companies’ certified public accountants

may issue.

8.5 SPAC

Public Filings. During the Interim Period, SPAC shall keep current and timely file all of its public filings with the SEC and otherwise

comply in all material respects with applicable securities Laws and shall use its best efforts prior to the Merger to maintain the listing

of the SPAC Public Units, the SPAC Class A Ordinary Shares and the SPAC Public Rights on Nasdaq; provided, that the Parties acknowledge

and agree that from and after the Closing, the Parties intend to list on the Applicable Exchange only the Pubco Ordinary Shares.

8.6 No

Solicitation.

(a) For

purposes of this Agreement, (i) an “Acquisition Proposal” means any inquiry, proposal or offer, or any indication

of interest in making an offer or proposal, from any Person or group at any time relating to an Alternative Transaction, and (ii) an “Alternative

Transaction” means (A) with respect to the Company, Pubco, Merger Sub and their respective Affiliates, a transaction (other

than the transactions contemplated by this Agreement) concerning the sale of (x) all or any material part of the business or assets of

the Target Companies (other than in the ordinary course of business consistent with past practice) or (y) any of the shares or other equity

interests or profits of the Target Companies, in any case, whether such transaction takes the form of a sale of shares or other equity

interests, assets, merger, amalgamation, consolidation, issuance of debt securities, management Contract, joint venture or partnership,

or otherwise, and (B) with respect to SPAC and its Affiliates, a transaction (other than the transactions contemplated by this Agreement)

concerning a Business Combination involving SPAC. Notwithstanding the foregoing, an Alternative Transaction (with respect to the Company)

will not include the Bridge Debt Financing. In addition, the Company shall be permitted to continue exploring its existing acquisition

pipeline, but will not, without the prior written consent of SPAC, be permitted to enter into any binding or non-binding agreement in

principle (including unexecuted final terms), letter of intent or definitive agreement, with respect to any such potential acquisition,

or make any filing with the SEC (including the filing of any registration statement) or other Governmental Authority, with respect thereto.

(b) During

the Interim Period, in order to induce the other Parties to continue to commit to expend management time and financial resources in furtherance

of the transactions contemplated hereby, each Party shall not, and shall cause its Representatives to not, without the prior written consent

of the Company and SPAC, directly or indirectly, (i) solicit, assist, initiate or facilitate the making, submission or announcement of,

or intentionally encourage, any Acquisition Proposal, (ii) furnish any non-public information regarding such Party or its Affiliates or

their respective businesses, operations, assets, Liabilities, financial condition, prospects or employees to any Person or group (other

than a Party to this Agreement or their respective Representatives) in connection with or in response to an Acquisition Proposal, (iii) engage

or participate in discussions or negotiations with any Person or group with respect to, or that could be expected to lead to, an Acquisition

Proposal, (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal, (v) negotiate

or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition

Proposal, or (vi) release any third Person from, or waive any provision of, any confidentiality agreement to which such Party is a party.

Party shall notify the others as promptly as practicable (and in any event within 48 hours) orally and in writing of the receipt by such

Party or any of its Representatives (or with respect to the Company, any Company Securityholder) of (i) any bona fide inquiries, proposals

or offers, requests for information or requests for discussions or negotiations regarding or constituting any Acquisition Proposal or

any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations that could be expected

to result in an Acquisition Proposal, and (ii) any request for non-public information relating to such Party or its Affiliates, specifying

in each case, the material terms and conditions thereof (including a copy thereof if in writing or a written summary thereof if oral)

and the identity of the party making such inquiry, proposal, offer or request for information. Each Party shall keep the others promptly

informed of the status of any such inquiries, proposals, offers or requests for information. During the Interim Period, each Party shall,

and shall cause its Representatives to, immediately cease and cause to be terminated any solicitations, discussions or negotiations with

any Person with respect to any Acquisition Proposal and shall, and shall direct its Representatives to, cease and terminate any such solicitations,

discussions or negotiations.

8.7 No

Trading. The Company, Pubco and Merger Sub each acknowledge and agree that it is aware, and that their respective Affiliates are aware

(and each of their respective Representatives is aware or, upon receipt of any material nonpublic information of SPAC, will be advised)

of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder

or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing

material nonpublic information about a publicly traded company. The Company, Pubco and Merger Sub each hereby agree that, while it is

in possession of such material nonpublic information, it shall not purchase or sell any securities of SPAC, communicate such information

to any third party, take any other action with respect to SPAC in violation of such Laws, or cause or encourage any third party to do

any of the foregoing.

8.8 Notification

of Certain Matters. During the Interim Period, each Party shall give prompt notice to the other Parties if such Party or its Affiliates:

(a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates hereunder

in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority)

alleging (i) that the Consent of such third party is or may be required in connection with the Transactions or (ii) any non-compliance

with any Law by such Party or its Affiliates (or, with respect to the Company, any Company Securityholder); (c) receives any notice or

other communication from any Governmental Authority in connection with the Transactions; (d) discovers any fact or circumstance that,

or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected

to cause or result in any of the conditions to set forth in Article IX not being satisfied or the satisfaction of those conditions

being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its

Affiliates (or, with respect to the Company, any Company Securityholder), or any of their respective properties or assets, or, to the

Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its

Affiliates with respect to the consummation of the Transactions. No such notice shall constitute an acknowledgement or admission by the

Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether

or not any of the representations, warranties or covenants contained in this Agreement have been breached.

8.9 Efforts.

(a) Subject

to the terms and conditions of this Agreement, each Party shall use its reasonable best efforts, and shall cooperate fully with the other

Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable

under applicable Laws and regulations to consummate the transactions contemplated by this Agreement (including the receipt of all applicable

Consents of Governmental Authorities) and to comply as promptly as practicable with all requirements of Governmental Authorities applicable

to the transactions contemplated by this Agreement.

(b) In

furtherance and not in limitation of Section 8.9(a), to the extent required under any Laws that are designed to prohibit, restrict

or regulate actions having the purpose or effect of monopolization or restraint of trade or regulating foreign investment (“Antitrust

Laws”), each Party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, with each

of the SPAC and the Company bearing fifty percent (50%) of the costs and expenses thereof, with respect to the transactions contemplated

hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material

that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to

cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting

early termination of the waiting period provided for under the Antitrust Laws. Each Party shall, in connection with its efforts to obtain

all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its reasonable

best efforts to: (i) cooperate in all respects with each other Party or its Affiliates in connection with any filing or submission and

in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other Parties

reasonably informed of any communication received by such Party or its Representatives from, or given by such Party or its Representatives

to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each

case regarding any of the transactions contemplated by this Agreement; (iii) permit a Representative of the other Parties and their respective

outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with,

any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted

by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend

and participate in such meetings and conferences (other than any communication or portion thereof that discloses attorney-client privileged

information or confidential information that the disclosing Party is not permitted under applicable Law or contract to disclose; provided

that the disclosing Party shall provide the other Parties with a reasonably detailed summary of such communication to the extent practicable);

(iv) in the event a Party’s Representative is prohibited from participating in or attending any meetings or conferences, the other

Parties shall keep such Party promptly and reasonably apprised with respect thereto; and (v) use best efforts to cooperate in the filing

of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated

hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.

Notwithstanding anything to the contrary contained herein, no Party shall be required to take any action in connection with the requirements

of this Section 8.9(b) (including selling, divesting or otherwise disposing of, licensing, holding separate or otherwise restricting

or limiting its freedom to operate with respect to any business, products, rights, services, licenses, investments or assets) that would

reasonably be expected to materially impair the benefits of the Transactions to such Party.

soon as reasonably practicable following the date of this Agreement, the Parties shall reasonably cooperate with each other and use (and

shall cause their respective Affiliates to use) their respective commercially reasonable efforts to prepare and file with Governmental

Authorities requests for approval of the transactions contemplated by this Agreement and shall use all commercially reasonable efforts

to have such Governmental Authorities approve the transactions contemplated by this Agreement. Each Party shall give prompt written notice

to the other Parties if such Party or any of its Representatives (or with respect to the Company, any Company Securityholder) receives

any notice from such Governmental Authorities in connection with the transactions contemplated by this Agreement, and shall promptly furnish

the other Parties with a copy of such Governmental Authority notice. If any Governmental Authority requires that a hearing or meeting

be held in connection with its approval of the transactions contemplated hereby, whether prior to the Closing or after the Closing, each

Party shall arrange for Representatives of such Party to be present for such hearing or meeting. If any objections are asserted with respect

to the transactions contemplated by this Agreement under any applicable Law or if any Action is instituted (or threatened to be instituted)

by any applicable Governmental Authority or any private Person challenging any of the transactions contemplated by this Agreement or any

Ancillary Document as violative of any applicable Law or which would otherwise prevent, materially impede or materially delay the consummation

of the transactions contemplated hereby or thereby, the Parties shall use their commercially reasonable efforts to resolve any such objections

or Actions so as to timely permit consummation of the transactions contemplated by this Agreement and the Ancillary Documents, including

in order to resolve such objections or Actions which, in any case if not resolved, could reasonably be expected to prevent, materially

impede or materially delay the consummation of the transactions contemplated hereby or thereby. In the event any Action is instituted

(or threatened to be instituted) by a Governmental Authority or private Person challenging the transactions contemplated by this Agreement,

or any Ancillary Document, the Parties shall, and shall cause their respective Representatives to, reasonably cooperate with each other

and use their respective commercially reasonable efforts to contest and resist any such Action and to have vacated, lifted, reversed or

overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation

of the transactions contemplated by this Agreement or the Ancillary Documents.

(d) Prior

to the Closing, each Party shall use its commercially reasonable efforts to obtain any Consents of Governmental Authorities or other third

Persons as may be necessary for the consummation by such Party or its Affiliates of the transactions contemplated by this Agreement or

required as a result of the execution or performance of, or consummation of the transactions contemplated by, this Agreement by such Party

or its Affiliates, and the other Parties shall provide reasonable cooperation in connection with such efforts. With respect to Pubco,

during the Interim Period, the Company, Pubco and Merger Sub shall use commercially reasonable efforts to take actions reasonably designed

to cause Pubco to qualify as “foreign private issuer” as such term is defined Rule 3b-4 under the Exchange Act and to maintain

such status through the Closing.

8.10 Further

Assurances. The Parties hereto shall further cooperate with each other and use their respective commercially reasonable efforts to

take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part under this

Agreement and applicable Laws to consummate the transactions contemplated by this Agreement as soon as reasonably practicable, including

preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings.

8.11 The

Registration Statement.

(a) As

promptly as practicable after the date hereof and delivery of the PCAOB Audited Company Financials, SPAC, Pubco and the Company shall

prepare and file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy

Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities

Act of the Pubco Securities to be issued (i) under this Agreement to the holders of SPAC Securities prior to the Effective Time and (ii)

to Sellers who first execute and deliver Share Exchange Agreements to SPAC, Pubco and the Company after the date on which the Registration

Statement shall have become effective (the “Registration Statement Effective Date”), and which Share Exchange

Agreements contain an acknowledgment by such Sellers that they have received the Proxy Statement prospectus with respect to the Transactions,

which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”)

for the purpose of soliciting proxies from SPAC shareholders for the matters to be acted upon at the SPAC Shareholder Meeting and providing

the Public Shareholders an opportunity in accordance with SPAC’s Organizational Documents and the IPO Prospectus to have their SPAC

Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Shareholder

Approval Matters.

(b) The

Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC shareholders to vote, at a special meeting

of SPAC shareholders to be called and held for such purpose (the “SPAC Shareholder Meeting”), in favor of resolutions

approving (i) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of any

securities in connection with the PIPE Financing), by the holders of SPAC Ordinary Shares in accordance with SPAC’s Organizational

Documents, the Cayman Companies Act and the rules and regulations of the SEC and Nasdaq, (ii) the adoption and approval of a new Equity

Incentive Plan for Pubco, in form and substance reasonably acceptable to the Company and SPAC (the “Pubco Equity Plan”),

which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to fifteen percent

(15%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, (iii) the appointment, and

designation of classes, of the members of the Post-Closing Pubco Board, in each case in accordance with Section 8.14 hereof, (iv)

such other matters as the Company, Pubco and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect

the Transactions (the approvals described in foregoing clauses (i) through (iv), collectively, the “Shareholder Approval Matters”),

and (v) the adjournment of the SPAC Shareholder Meeting, if necessary or desirable in the reasonable determination of SPAC.

on the date for which the SPAC Shareholder Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares

to obtain the Required SPAC Shareholder Approval, whether or not a quorum is present, SPAC may make one or more successive postponements

or adjournments of the SPAC Shareholder Meeting. In connection with the Registration Statement, SPAC and Pubco shall file with the SEC

financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable

proxy solicitation and registration statement rules set forth in SPAC’s Organizational Documents, the Cayman Companies Act and the

rules and regulations of the SEC and Nasdaq. SPAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable

opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with

the SEC. The Company shall provide SPAC with such information concerning the Target Companies and their equity holders, officers, directors,

employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion

in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and

correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements

made, in light of the circumstances under which they were made, not materially misleading.

(d) SPAC

and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange

Act and other applicable Laws in connection with the Registration Statement, the SPAC Shareholder Meeting and the Redemption. Each of

SPAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees,

upon reasonable advance notice, available to the Company, Pubco, SPAC and their respective Representatives in connection with the drafting

of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding

in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration

Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in

any material respect or as otherwise required by applicable Laws. SPAC and Pubco shall amend or supplement the Registration Statement

and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to SPAC’s shareholders

and the holders of SPAC Rights, in each case as and to the extent required by applicable Laws and subject to the terms and conditions

of this Agreement and SPAC’s Organizational Documents.

(e) SPAC

and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall

otherwise use their reasonable best efforts to cause the Registration Statement to “clear” comments from the SEC and become

effective. SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material

oral comments, that SPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration

Statement, the SPAC Shareholder Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable

opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.

(f) As

soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC and

Pubco shall distribute the Registration Statement to SPAC’s shareholders and, pursuant thereto, shall call the SPAC Shareholder

Meeting in accordance with the Cayman Companies Act for a date no later than thirty (30) days following the Registration Statement Effective

Date.

(g) SPAC

and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, SPAC’s Organizational Documents

and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder,

the calling and holding of the SPAC Shareholder Meeting and the Redemption.

8.12 Public

Announcements.

(a) The

Parties agree that, during the Interim Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents

or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent

(not be unreasonably withheld, conditioned or delayed) of SPAC, Pubco and the Company, except as such release or announcement may be required

by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use its reasonable

best efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release

or announcement in advance of such issuance.

(b) The

Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four

(4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”).

Promptly after the issuance of the Signing Press Release, SPAC shall file a current report on Form 8-K (the “Signing Filing”)

with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review,

comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company

reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after

the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any

event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by

this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, Pubco

shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description

of the Closing as required by Federal Securities Laws which SPAC shall review, comment upon and approve (which approval shall not be unreasonably

withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing,

the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a

Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon

request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity

holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or

any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/or any Governmental

Authority in connection with the transactions contemplated hereby.

8.13 Confidential

Information.

(a) The

Company, Pubco and Merger Sub agree that during the Interim Period and, in the event this Agreement is terminated in accordance with Article

X, for a period of two (2) years after such termination, they shall, and shall cause their respective Representatives to: (i) treat

and hold in strict confidence any SPAC Confidential Information, and will not use for any purpose (except in connection with the consummation

of the transactions contemplated by this Agreement or the Ancillary Documents, performing their obligations hereunder or thereunder or

enforcing their rights hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make

available to any third party any of the SPAC Confidential Information without SPAC’s prior written consent; and (ii) in the event

that the Company, Pubco, Merger Sub or any of their respective Representatives, during the Interim Period or, in the event that this Agreement

is terminated in accordance with Article X, for a period of two (2) years after such termination, becomes legally compelled to

disclose any SPAC Confidential Information, (A) provide SPAC to the extent legally permitted with prompt written notice of such requirement

so that SPAC or an Affiliate thereof may seek, at SPAC’s cost, a protective Order or other remedy or waive compliance with this

Section 8.13(a), and (B) in the event that such protective Order or other remedy is not obtained, or SPAC waives compliance with

this Section 8.13(a), furnish only that portion of such SPAC Confidential Information which is legally required to be provided

as advised by outside counsel and to exercise its reasonable best efforts to obtain assurances that confidential treatment will be accorded

such SPAC Confidential Information. In the event that this Agreement is terminated and the transactions contemplated hereby are not consummated,

the Company, Pubco and Merger Sub shall, and shall cause their respective Representatives to, promptly deliver to SPAC or destroy (at

SPAC’s election) any and all copies (in whatever form or medium) of SPAC Confidential Information and destroy all notes, memoranda,

summaries, analyses, compilations and other writings related thereto or based thereon.

(b) SPAC

hereby agrees that during the Interim Period and, in the event that this Agreement is terminated in accordance with Article X,

for a period of two (2) years after such termination, it shall, and shall cause its Representatives to: (i) treat and hold in strict confidence

any Company Confidential Information, and will not use for any purpose (except in connection with the consummation of the transactions

contemplated by this Agreement or the Ancillary Documents, performing its obligations hereunder or thereunder or enforcing its rights

hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third

party any of the Company Confidential Information without the Company’s prior written consent; and (ii) in the event that SPAC or

any of its Representatives, during the Interim Period or, in the event that this Agreement is terminated in accordance with Article

X, for a period of two (2) years after such termination, becomes legally compelled to disclose any Company Confidential Information,

(A) provide the Company to the extent legally permitted with prompt written notice of such requirement so that the Company may seek, at

the Company’s sole expense, a protective Order or other remedy or waive compliance with this Section 8.13(b) and (B) in the

event that such protective Order or other remedy is not obtained, or the Company waives compliance with this Section 8.13(b), furnish

only that portion of such Company Confidential Information which is legally required to be provided as advised by outside counsel and

to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Company Confidential

Information. In the event that this Agreement is terminated and the transactions contemplated hereby are not consummated, SPAC shall,

and shall cause its Representatives to, promptly deliver to the Company or destroy (at SPAC’s election) any and all copies (in whatever

form or medium) of Company Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings

related thereto or based thereon. Notwithstanding the foregoing, SPAC and its Representatives shall be permitted to disclose any and all

Company Confidential Information to the extent required by the Federal Securities Laws.

8.14 Post-Closing

Board of Directors and Executive Officers.

(a) The

Parties shall take all necessary action, including causing the directors of Pubco to resign, so that effective as of the Closing, Pubco’s

board of directors (the “Post-Closing Pubco Board”) will consist of seven (7) individuals. Immediately after

the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board (i) one (1) person that

is designated by the SPAC prior to the Closing, who shall qualify as an independent director under the rules of the Applicable Exchange,

(ii) five (5) persons that are designated by the Company prior to the Closing, at least three of whom shall qualify as independent directors

under the rules of the Applicable Exchange and (iii) one (1) additional person mutually agreed by SPAC and the Company prior to the Closing,

who shall qualify as an independent director under the rules of the Applicable Exchange. At or prior to the Closing, Pubco will provide

each director on the Post-Closing Pubco Board with a customary director indemnification agreement, in form and substance reasonably acceptable

to such director.

(b) The

Parties shall take all action necessary, including causing the executive officers of Pubco to resign, so that the individuals serving

as the chief executive officer and chief financial officer, respectively, of Pubco immediately after the Closing will be the same individuals

(in the same office) as that of the Company immediately prior to the Closing (unless, with the consent of SPAC, the Company desires to

appoint another qualified person to either such role, in which case, such other person identified by the Company shall serve in such role).

8.15 Indemnification

of Directors and Officers; Tail Insurance.

(a) The

Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors

and officers of SPAC and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership,

joint venture, trust, pension or other employee benefit plan or enterprise at the request of SPAC (the “D&O Indemnified

Persons”) as provided in SPAC’s Organizational Documents or under any indemnification, employment or other similar

agreements between any D&O Indemnified Person and SPAC, in each case as in effect on the date of this Agreement, shall survive the

Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. For

a period of six (6) years after the Effective Time, Pubco shall cause the Organizational Documents of SPAC to contain provisions no less

favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth

as of the date of this Agreement in the Organizational Documents of SPAC to the extent permitted by applicable Law. The provisions of

this Section 8.15 shall survive the Closing and are intended to be for the benefit of, and shall be enforceable by, each of the

D&O Indemnified Persons and their respective heirs and representatives.

(b) For

the benefit of SPAC’s directors and officers, SPAC shall be permitted prior to the Effective Time to obtain and fully pay the premium

for a “tail” insurance policy that provides coverage for up to a six-year period from and after the Effective Time for events

occurring prior to the Effective Time (the “D&O Tail Insurance”) that is substantially equivalent to and

in any event not less favorable in the aggregate than SPAC’s existing policy or, if substantially equivalent insurance coverage

is unavailable, the best available coverage. If obtained, Pubco and SPAC shall maintain the D&O Tail Insurance in full force and effect,

and continue to honor the obligations thereunder, and Pubco and SPAC shall timely pay or cause to be paid all premiums with respect to

the D&O Tail Insurance.

8.16 Trust

Account Proceeds. The Parties agree that at the Closing (or as promptly as practicable thereafter), the funds in the Trust Account,

after taking into account payments for the Redemption, and any proceeds received by Pubco, SPAC or the Company from any PIPE Financing

shall first be used to pay SPAC’s accrued but unpaid Expenses, including SPAC’s deferred Expenses of the IPO and deferred

advisor fees, and any loans owed by SPAC to Sponsor for Expenses (including any deferred Expenses), other administrative costs and expenses

incurred by or on behalf of SPAC and any Extension Expenses, and the accrued but unpaid Expenses of the Company, Pubco and Merger Sub.

Such amounts, as well as any Expenses that are required or permitted to be paid by delivery of Pubco securities, shall be paid at the

Closing. Any remaining cash shall be used by Pubco and the Target Companies for working capital and general corporate purposes, including

repayment of the existing Indebtedness of the Target Companies and potential acquisitions. For the avoidance of doubt, following the release

of the funds in the Trust Account in accordance with the Trust Agreement and by virtue of the Transactions, any remaining cash held by

the Surviving Subsidiary may be distributed or otherwise transferred by the Surviving Subsidiary to Pubco or any of the Target Companies

at the direction of Pubco.

8.17 PIPE

Financing.

(a) The

Parties will use their reasonable best efforts to cause SPAC, Pubco and/or the Company, as promptly as practicable after the date of this

Agreement and at or prior to the Closing, to enter into binding commitments (“Financing Agreements”) with certain

investors reasonably acceptable to the Company and SPAC (“PIPE Investors”) for aggregate cash proceeds to be

funded to SPAC, Pubco or the Company of at least Seventy Five Million U.S. Dollars ($75,000,000), on such terms, conditions and structuring

(whether structured as a private placement of common equity, convertible preferred equity, convertible debt or other securities convertible

into or that have the right to acquire common equity, as Trust Account non-redemption or backstop arrangements or otherwise), and using

such strategy, placement agents and approach, as SPAC and the Company shall mutually agree (such agreement not to be unreasonably withheld,

conditioned or delayed) (collectively, the “PIPE Financing”). For the avoidance of doubt, the provisions of

this Section 8.17 will not require the Sponsor to, or SPAC to cause the Sponsor to, transfer or forfeit (or subject to

vesting with respect to forfeiture) any of its SPAC Securities in order to obtain any PIPE Financing or equitize any amounts owed to the

Sponsor or any financial advisors or other Representatives of SPAC.

(b) SPAC,

the Company and Pubco shall, and shall cause their respective Representatives to, reasonably cooperate with the others in connection with

such Financing Agreements (including having the Company’s senior management participate in any investor meetings and roadshows as

reasonably requested by SPAC). Except to the extent permitted pursuant to the terms of the Financing Agreements or otherwise approved

in writing by the Company (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the following

actions that would not materially increase conditionality or impose any new material obligation on the Company, Pubco or the SPAC, during

the Interim Period the SPAC and Pubco shall not (i) reduce the committed investment amount to be received by SPAC, Pubco or the Company

under any Financing Agreement or reduce or impair the rights of SPAC, the Company or Pubco under any Financing Agreement or (ii) permit

any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate),

any provision or remedy under, or any replacements of, any of the Financing Agreements, in each case, other than any assignment or transfer

contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer

provision). SPAC, Pubco and the Company shall use their commercially reasonable efforts to consummate the PIPE Financing in accordance

with the Financing Agreements.

8.18 Employment Agreements.

Prior to the Closing, the Company shall use its reasonable best efforts to cause the persons set forth on Schedule 8.18 to enter

into employment agreements (the “Employment Agreements”), in each case effective as of the Closing, in form

and substance reasonably acceptable to the Company and SPAC, between each such individual and Pubco (or a Subsidiary thereof).

8.19 Tax

Matters.

(a) Intended

U.S. Tax Treatment.

(i) The

Parties intend that the Merger, the Share Exchange and the PIPE Financing, taken together, shall be treated as an integrated transaction

qualifying under Section 351(a) of the Code (the “Intended U.S. Tax Treatment”), and each Party shall, and shall

cause its respective Affiliates to, use reasonable best efforts to cause the Transactions to so qualify. The Parties shall file all Tax

Returns consistent with, and take no position inconsistent with (whether in audits, Tax Returns or otherwise), the Intended U.S. Tax Treatment

unless required to do so pursuant to a “determination” that is final within the meaning of Section 1313(a) of the Code.

(ii) If,

in connection with the preparation and filing of the Registration Statement, the SEC requests or requires that tax opinions be prepared

and submitted in such connection, the Parties shall deliver to Ellenoff Grossman & Schole LLP (“EGS”) and

Greenberg Traurig, LLP (“GT”), respectively, customary Tax representation letters satisfactory to EGS or GT

(as applicable), dated and executed as of the date the Registration Statement shall have been declared effective by the SEC and such other

date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Registration Statement,

and, if required, EGS shall furnish an opinion, subject to customary assumptions and limitations, as to the U.S. federal income tax consequences

of the Merger to holders of SPAC Securities and, if required, GT shall furnish an opinion, subject to customary assumptions and limitations,

as to the U.S. federal income tax consequences of the Share Exchange to holders of Company Securities.

(b) Tax

Matters Cooperation. Each of the Parties shall (and shall use commercially reasonable efforts to cause their respective Affiliates

to) reasonably cooperate, as and to the extent reasonably requested by another Party, in connection with the filing of relevant Tax Returns,

and any audit or tax proceeding.

Taxes. Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration, value added and other such similar

Taxes (including any penalties and interest) that become payable in connection with or by reason of the execution of this Agreement and

the Transactions shall be borne equally between SPAC and the Company.

8.20 Pubco

Equity Plan. Prior to the Closing Date, Pubco shall approve and adopt, effective as of the Closing, the Pubco Equity Plan in form

and substance reasonably satisfactory to the Company and SPAC. The Pubco Equity Plan shall provide for an initial share reserve of fifteen

percent (15%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing. The Pubco Equity

Plan, including its size and structure, shall be determined sufficiently in advance to allow for its inclusion in the Proxy Statement.

For the avoidance of doubt, none of the equity awards or Pubco Ordinary Shares issued under the Pubco Equity Plan shall result in any

deduction to the Exchange Consideration or the Exchange Shares.

8.21 Company

Shareholder Approval; Share Exchange Agreements.

(a) As

promptly as practicable after the Registration Statement Effective Date, the Company shall, in accordance with applicable Law and the

Company’s Organizational Documents, establish a record date for, duly call, give notice of, convene and hold a meeting of the shareholders

of the Company to obtain the Required Company Shareholder Approval, and the Company shall use its reasonable best efforts to secure the

Required Company Shareholder Approval, including enforcing the Company Support Agreements and soliciting from the Company’s shareholders

proxies in favor of the Required Company Shareholder Approval prior to such meeting.

(b) Notwithstanding

anything to the contrary contained in this Agreement, each of SPAC, Pubco and the Company hereby agree that, without the prior written

consent of SPAC, Pubco and the Company, it will not accept or consent to a Share Exchange Agreement executed by a Company Securityholder

which is dated prior to the Registration Statement Effective Date or which does not contain an acknowledgement by such Company Securityholder

that it has received the Proxy Statement prospectus with respect to the Transactions. The Company shall use its reasonable best efforts

to deliver to SPAC as promptly as practicable after the Registration Statement Effective Date a Share Exchange Agreement for each Company

Securityholder, completed and duly executed by such Company Securityholder, the Company and Pubco, which efforts will include enforcing

the Company Support Agreements.

8.22 Incorporated

Entity Formation and Joinder. As promptly as practicable following the date hereof (and in any event at least ten (10) Business Days

prior to the initial filing of the Registration Statement with the SEC), the Company shall cause each Incorporated Entity to be formed

solely for the purpose of engaging in the Transactions. Pubco shall be 100% owned solely by the Company or a shareholder, officer or director

of the Company, and from its formation and through the Closing Pubco shall qualify as a foreign private issuer pursuant to Rule 3b-4 of

the Exchange Act. Merger Sub shall be a wholly-owned subsidiary of Pubco. Promptly after the Company receives the official registered

or certified Organizational Documents following the formation of the applicable Incorporated Entity from the applicable Governmental Authority

(and in any event within five (5) Business Days thereafter), the Company shall (i) cause such Incorporated Entity to execute and deliver

to SPAC and the Company a Joinder, pursuant to which, among other things, such Incorporated Entity shall (A) become a party to this Agreement

as of the date thereof and (B) agree to be bound by the terms, covenants and other provisions of this Agreement applicable to it as a

Party and shall assume all rights and obligations applicable to such Incorporated Entity hereunder, with the same force and effect as

if originally named herein, (ii) deliver to SPAC evidence of such Incorporated Entity’s adoption and approval of this Agreement

and the Transactions in form and substance reasonably acceptable to SPAC, and (iii) with respect to Pubco’s formation, cause Pubco

to execute and deliver to SPAC and the other parties thereto a joinder to each Lock-Up Agreement and the Insider Letter Amendment to become

party to each such Ancillary Document. Notwithstanding anything to the contrary contained in this Agreement, any reference in this Agreement

to an Incorporated Entity’s execution and delivery of this Agreement will mean such Incorporated Entity’s execution and delivery

of a Joinder, and any reference in this Agreement to any representation or warranty made by an Incorporated Entity as of the date of this

Agreement will mean any representation or warranty made by such Incorporated Entity as of such Incorporated Entity’s Joinder Date.

The rights and obligations of each Incorporated Entity under this Agreement shall not be effective until its execution and delivery of

a Joinder. Without limiting the foregoing, notwithstanding anything to the contrary contained in this Agreement, in the event that prior

to an Incorporated Entity’s execution and delivery of a Joinder, a Party seeks to take an action, omission, waiver or amendment

that requires the consent, approval or agreement of such Incorporated Entity under this Agreement, the consent, approval or agreement

of such Incorporated Entity shall not be required for purposes of this Agreement to take such action, omission, waiver or amendment.

Article

CLOSING CONDITIONS

9.1 Conditions

to Each Party’s Obligations. The obligations of each Party to consummate the Transactions shall be subject to the satisfaction

or written waiver (where permissible) by the Company and SPAC of the following conditions:

(a) Required

SPAC Shareholder Approval. The Shareholder Approval Matters that are submitted to the vote of the shareholders of SPAC at the SPAC

Shareholder Meeting in accordance with the Proxy Statement shall have been approved by the requisite vote of the shareholders of SPAC

at the SPAC Shareholder Meeting in accordance with SPAC’s Organizational Documents, applicable Law and the Proxy Statement (the

“Required SPAC Shareholder Approval”).

(b) Required

Company Shareholder Approval. The Required Company Shareholder Approval shall have been obtained.

Laws. Any waiting period (and any extension thereof) or required approval applicable to the consummation of this Agreement under any

Antitrust Laws shall have been obtained, expired or been terminated, as applicable.

(d) Requisite

Regulatory Approvals. All Consents required to be obtained from or made with any Governmental Authority in order to consummate the

Transactions (collectively, the “Regulatory Approvals”) shall have been obtained.

(e) No

Law or Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary

or permanent) or Order that is then in effect and which has the effect of making the transactions or agreements contemplated by this Agreement

illegal or which otherwise prevents or prohibits consummation of the transactions contemplated by this Agreement.

(f) Appointment

to the Board. The members of the Post-Closing Pubco Board shall have been elected or appointed as of the Closing consistent with the

requirements of Section 8.14.

(g) Pubco

Charter Amendment. At or prior to the Closing, Pubco shall have amended and restated its articles of association in a form mutually

agreed by SPAC and the Company, each acting reasonably (the “Amended Pubco Charter”).

(h) Registration

Statement. The Registration Statement shall have been declared effective by the SEC and shall remain effective as of the Closing.

(i) Listing.

Pubco’s initial listing application with either Nasdaq or NYSE American, as mutually determined by the Company and SPAC in good

faith (the “Applicable Exchange”), in connection with the Transactions shall have been approved and Pubco shall

not have received any notice of non-compliance therewith that has not been cured or would not be cured at or immediately following the

Effective Time, and the Pubco Ordinary Shares to be issued pursuant to the Transactions shall have been approved for listing on the Applicable

Exchange, subject only to official notice of issuance thereof and the requirement to have a sufficient number of round lot holders.

9.2 Conditions

to Obligations of the Company, Pubco and Merger Sub. In addition to the conditions specified in Section 9.1, the obligations

of the Company, Pubco and Merger Sub to consummate the Transactions are subject to the satisfaction or written waiver (by the Company

and Pubco) of the following conditions:

(a) Representations

and Warranties. All of the representations and warranties of SPAC set forth in this Agreement and in any certificate delivered by

or on behalf of SPAC pursuant hereto shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date

as if made on the Closing Date, except for (i) those representations and warranties that address matters only as of a particular date

(which representations and warranties shall have been accurate as of such date), and (ii) any failures to be true and correct that (without

giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have

not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, SPAC.

(b) Agreements

and Covenants. 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 this Agreement to be performed or complied with by it on or prior to the Closing Date.

Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to SPAC since the date of this Agreement which

is continuing and uncured.

(d) Minimum

Cash Condition. Upon the Closing, SPAC and Pubco collectively shall have an aggregate amount of cash and cash equivalents, including

funds remaining in the Trust Account after giving effect to the completion and payment of the Redemption, but prior to the payment of

any Expenses or other Liabilities due at the Closing, that when added to the aggregate gross proceeds of all PIPE Financing and/or any

bridge financing (other than the Bridge Debt Financing), in each case, whether into the SPAC, Pubco or the Company or their respective

Subsidiaries, and whether funded at or prior to the Closing, equal at least Seventy-Five Million U.S. Dollars ($75,000,000).

(e) Certain

Ancillary Documents. Each of the Insider Letter Amendment and the Sponsor Support Agreement shall be in full force and effect in accordance

with the terms thereof as of the Closing.

(f) Closing

Deliveries.

(i) Officer

Certificate. SPAC shall have delivered to the Company and Pubco a certificate, dated the Closing Date, signed by an executive officer

of SPAC in such capacity, certifying as to the satisfaction of the conditions specified in Sections 9.2(a), 9.2(b) and 9.2(c)

with respect to SPAC.

(ii) Secretary

Certificate. SPAC shall have delivered to the Company and Pubco a certificate from its secretary or other executive officer certifying

as to, and attaching, (A) copies of SPAC’s Organizational Documents as in effect as of the Closing Date (immediately prior to the

Effective Time), (B) the resolutions of SPAC’s board of directors authorizing and approving the execution, delivery and performance

of this Agreement and each of the Ancillary Documents to which it is a party or by which it is bound, and the consummation of the transactions

contemplated hereby and thereby, (C) evidence that the Required SPAC Shareholder Approval has been obtained and (D) the incumbency of

officers authorized to execute this Agreement or any Ancillary Document to which SPAC is or is required to be a party or otherwise bound.

(iii) Good

Standing. SPAC shall have delivered to the Company and Pubco a good standing certificate (or similar documents applicable for such

jurisdictions) for SPAC certified as of a date no earlier than thirty (30) days prior to the Closing Date from the proper Governmental

Authority of SPAC’s jurisdiction of organization and from each other jurisdiction in which SPAC is qualified to do business as a

foreign entity as of the Closing, in each case to the extent that good standing certificates or similar documents are generally available

in such jurisdictions.

(iv) Founder

Registration Rights Agreement Amendment. The Company shall have received a copy of the Founder Registration Rights Agreement Amendment,

in substantially the form attached hereto as Exhibit G, duly executed by SPAC, the Sponsor, the Underwriter Representative and

the other Holder parties thereto.

9.3 Conditions

to Obligations of SPAC. In addition to the conditions specified in Section 9.1, the obligations of SPAC to consummate the Transactions

are subject to the satisfaction or written waiver (by SPAC) of the following conditions:

(a) Representations

and Warranties. All of the representations and warranties of the Company, Pubco and Merger Sub set forth in this Agreement and in

any certificate delivered by or on behalf of the Company, Pubco or Merger Sub pursuant hereto shall be true and correct on and as of the

date of this Agreement (except with respect to each Incorporated Entity, for which the applicable date will instead be its Joinder Date)

and on and as of the Closing Date as if made on the Closing Date, except for (i) those representations and warranties that address matters

only as of a particular date (which representations and warranties shall have been accurate as of such date), and (ii) any failures to

be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually

or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, any Target

Company or Pubco.

(b) Agreements

and Covenants. The Company, Pubco and Merger Sub shall have performed in all material respects all of their respective obligations

and complied in all material respects with all of their respective agreements and covenants under this Agreement to be performed or complied

with by them on or prior to the Closing Date.

Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to the Company or Pubco since the date of this

Agreement which is continuing and uncured.

(d) Certain

Ancillary Documents. Each of the Lock-Up Agreements, the Company Support Agreement and the Insider Letter Amendment shall be in full

force and effect in accordance with the terms thereof as of the Closing.

(e) Share

Exchange Agreements. SPAC shall have received duly completed and executed Share Exchange Agreements from all Company Securityholders

as of the Closing, duly executed by the Company and Pubco, and the transactions contemplated thereby shall have been consummated simultaneously

with the Closing.

(f) Closing

Deliveries.

(i) Officer

Certificates. SPAC shall have received a certificate from the Company, dated as the Closing Date, signed by a duly authorized director

or executive officer of the Company in such capacity, certifying as to the satisfaction of the conditions specified in Sections 9.3(a),

9.3(b) and 9.3(c). Pubco shall have delivered to SPAC a certificate, dated the Closing Date, signed by a duly authorized

director or executive officer of Pubco in such capacity, certifying as to the satisfaction of the conditions specified in Sections

9.3(a), 9.3(b) and 9.3(c) with respect to Pubco and Merger Sub, as applicable.

(ii) Secretary

Certificates. The Company and Pubco shall each have delivered to SPAC a certificate from its duly authorized director or secretary

or other executive officer certifying as to the validity and effectiveness of, and attaching, (A) copies of its Organizational Documents

as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the resolutions of its board of directors and shareholders

authorizing and approving the execution, delivery and performance of this Agreement and each Ancillary Document to which it is a party

or bound, and the consummation of the Transactions, and (C) the incumbency of its directors or officers authorized to execute this Agreement

or any Ancillary Document to which it is or is required to be a party or otherwise bound.

(iii) Good

Standing. The Company shall have delivered to SPAC good standing certificates (or similar documents applicable for such jurisdictions)

for each Target Company certified as of a date no earlier than thirty (30) days prior to the Closing Date from the proper Governmental

Authority of the Target Company’s jurisdiction of organization and from each other jurisdiction in which the Target Company is qualified

to do business as a foreign corporation or other entity as of the Closing, in each case to the extent that good standing certificates

or similar documents are generally available in such jurisdictions. Pubco shall have delivered to SPAC good standing certificates (or

similar documents applicable for such jurisdictions) for each of Pubco and Merger Sub certified as of a date no earlier than thirty (30)

days prior to the Closing Date from the proper Governmental Authority of Pubco’s and Merger Sub’s jurisdiction of organization

and from each other jurisdiction in which Pubco or Merger Sub is qualified to do business as a foreign corporation or other entity as

of the Closing, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions.

(iv) Share

Certificates and Transfer Instruments. SPAC shall have received copies of each Seller’s Company Certificate and other instruments

or documents representing the Purchased Shares (or Lost Certificate Affidavits), if applicable, together with executed instruments of

transfer in respect of the Purchased Shares in favor of Pubco and in form reasonably acceptable for transfer on the books of the Company.

(v) Seller

Registration Rights Agreement. SPAC shall have received a copy of the Seller Registration Rights Agreement, in substantially the

form attached hereto as Exhibit F, duly executed by Pubco and the Sellers.

(vi) Founder

Registration Rights Agreement Amendment. SPAC shall have received a copy of the Founder Registration Rights Agreement Amendment,

in substantially the form attached hereto as Exhibit G, duly executed by Pubco, Sponsor, the Underwriter Representative and the

other Holder parties thereto.

(g) Incorporated

Entities. Each of the Incorporated Entities shall have been formed and shall have duly executed and delivered to SPAC a Joinder, and

Pubco shall have duly executed and delivered to SPAC and the other parties thereto a joinder to each Lock-Up Agreement and the Insider

Letter Amendment to become party to each such Ancillary Document

9.4 Frustration

of Conditions. Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition set forth

in this Article IX to be satisfied if such failure was caused by the failure of such Party or its Affiliates (or with respect to

the Company, any Target Company, Pubco or Merger Sub) to comply with or perform any of its covenants or obligations set forth in this

Agreement.

Article

TERMINATION AND EXPENSES

10.1 Termination.

This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing as follows:

(a) by

mutual written consent of SPAC and the Company;

(b) by

written notice by SPAC or the Company if any of the conditions to the Closing set forth in Article IX have not been satisfied or

waived by the date (the “Outside Date”) that is the later of (i) October 10, 2026 and (ii) four (4) months after

the date on which the PCAOB Audited Company Financials are delivered to SPAC in accordance with Section 8.4(a); provided, however,

that the right to terminate this Agreement under this Section 10.1(b) shall not be available to a Party if the breach or violation

by such Party or its Affiliates (or with respect to the Company, Pubco or Merger Sub) of any representation, warranty, covenant or obligation

under this Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date;

written notice by either SPAC or the Company if a Governmental Authority of competent jurisdiction shall have issued an Order or taken

any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such

Order or other action has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this

Section 10.1(c) shall not be available to a Party if the failure by such Party or its Affiliates (or with respect to the Company,

Pubco or Merger Sub) to comply with any provision of this Agreement has been a substantial cause of, or substantially resulted in, such

action by such Governmental Authority;

(d) by

written notice by the Company to SPAC, if (i) there has been a material breach by SPAC of any of its representations, warranties, covenants

or agreements contained in this Agreement, or if any representation or warranty of SPAC shall have become materially untrue or materially

inaccurate, in any case, which would result in a failure of a condition set forth in Section 9.2(a) or Section 9.2(b) to

be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach), and (ii)

the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of

such breach or inaccuracy is provided to SPAC by the Company or (B) the Outside Date; provided, that the Company shall not have the right

to terminate this Agreement pursuant to this Section 10.1(d) if at such time the Company, Pubco or Merger Sub is in material uncured

breach of this Agreement;

(e) by

written notice by SPAC to the Company, if (i) there has been a breach by the Company, Pubco or Merger Sub of any of their respective representations,

warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of such Parties shall have become

untrue or inaccurate, in any case, which would result in a failure of a condition set forth in Section 9.3(a) or Section 9.3(b)

to be satisfied (treating the Closing Date for such purposes as the date of this Agreement (or, with respect to an Incorporated Entity,

its Joinder Date) or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured

within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided to the Company by SPAC or (B)

the Outside Date; provided, that SPAC shall not have the right to terminate this Agreement pursuant to this Section 10.1(e) if

at such time SPAC is in material uncured breach of this Agreement;

(f) by

written notice by SPAC to the Company, if there shall have been a Material Adverse Effect on the Company or Pubco following the date of

this Agreement which is uncured and continuing;

(g) by

written notice by either SPAC or the Company to the other if the SPAC Shareholder Meeting is held (including any adjournment or postponement

thereof) and has concluded, SPAC’s shareholders have duly voted, and the Required SPAC Shareholder Approval was not obtained;

(h) by

written notice by either SPAC or the Company to the other if the Required Company Shareholder Approval is not obtained in accordance with

Section 8.21; or

(i) by

written notice by SPAC to the Company, if the Company has not delivered the 2024 PCAOB Audited Company Financials and the 2025 PCAOB Audited

Company Financials to SPAC on or before the PCAOB Audit Delivery Date, as such date may be extended upon the Company’s reasonable

request and prior written consent (not to be unreasonably withheld, conditioned or delayed) of SPAC (provided, that such termination right

may no longer be exercised by SPAC after the Company has delivered to SPAC both the 2024 PCAOB Audited Company Financials and the 2025

PCAOB Audited Company Financials).

10.2 Effect

of Termination. This Agreement may only be terminated in the circumstances described in Section 10.1 and pursuant to a written

notice delivered by the applicable Party to the other applicable Parties, which sets forth the basis for such termination, including the

provision of Section 10.1 under which such termination is made. In the event of the valid termination of this Agreement pursuant

to Section 10.1, this Agreement shall forthwith become void, and there shall be no Liability on the part of any Party or any of

their respective Representatives, and all rights and obligations of each Party shall cease, except: (i) Sections 8.12, 8.13,

10.3, 11.1, Article XII and this Section 10.2 shall survive the termination of this Agreement, and (ii) nothing

herein shall relieve any Party from Liability for any willful breach of any representation, warranty, covenant or obligation under this

Agreement or any Fraud Claim against such Party, in either case, prior to termination of this Agreement (in each case of clauses (i) and

(ii) above, subject to Section 11.1). Without limiting the foregoing, and except as provided in Sections 10.3 and this Section

10.2 (but subject to Section 11.1, and subject to the right to seek injunctions, specific performance or other equitable relief

in accordance with Section 12.8), the Parties’ sole right prior to the Closing with respect to any breach of any representation,

warranty, covenant or other agreement contained in this Agreement by another Party or with respect to the transactions contemplated by

this Agreement shall be the right, if applicable, to terminate this Agreement pursuant to Section 10.1.

10.3 Fees

and Expenses. Subject to Section 11.1, all Expenses incurred in connection with this Agreement and the transactions contemplated

hereby shall be paid by the Party incurring such expenses. As used in this Agreement, “Expenses” shall include

all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financial advisors, financing

sources, experts and consultants to a Party hereto or any of its Affiliates) incurred by a Party or on its behalf in connection with or

related to the authorization, preparation, negotiation, execution or performance of this Agreement or any Ancillary Document related hereto

and all other matters related to the consummation of this Agreement. With respect to SPAC, Expenses shall include any and all deferred

expenses (including fees or commissions payable to the underwriters and any legal fees) of the IPO upon consummation of a Business Combination

and any Extension Expenses. Notwithstanding the foregoing, SPAC and the Company shall each be responsible to pay for fifty percent (50%)

of any fees, costs and expenses (including filing fees, but excluding expenses of counsel or auditors to any Party) paid or payable by

any Party or any of its Affiliates as a result of or in connection with or arising under (i) any applicable Antitrust Laws, including

fees and expenses relating to any pre-merger notification required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as

amended, (ii) the filing of the Registration Statement with the SEC, and (iii) the submission to the Applicable Exchange of a listing

application for the shares of Pubco Ordinary Shares (including any filing fees arising therefrom).

Article

WAIVERS AND Releases

11.1 Waiver

of Claims Against Trust. Reference is made to the IPO Prospectus. The Company, Pubco and Merger Sub hereby represents and warrants

that it has read the IPO Prospectus and understands that SPAC has established the Trust Account containing the proceeds of the IPO and

the overallotment securities acquired by SPAC’s underwriters and from certain private placements occurring simultaneously with the

IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s Public Shareholders (including overallotment

securities acquired by SPAC’s underwriters) (the “Public Shareholders”) and that, except as otherwise

described in the IPO Prospectus, SPAC may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they

elect to redeem their SPAC Class A Ordinary Shares (or Pubco Ordinary Shares upon the Merger) in connection with the consummation of its

initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection

with an amendment to SPAC’s Organizational documents to extend SPAC’s deadline to consummate a Business Combination, (b) to

the Public Shareholders if SPAC fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO,

(c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000

in dissolution expenses, or (d) to SPAC after or concurrently with the consummation of a Business Combination. For and in consideration

of SPAC entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,

each of the Company, Pubco and Merger Sub hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary

in this Agreement, none of the Company, Pubco or Merger Sub nor any of their respective Affiliates do now or shall at any time hereafter

have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any

claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection

with or relating in any way to, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort,

equity or any other theory of legal liability (collectively, the “Released Claims”). Each of the Company, Pubco

and Merger Sub on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that any such Party or any of its

Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse

against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement

or any other agreement with SPAC or its Affiliates). The Company, Pubco and Merger Sub each agrees and acknowledges that such irrevocable

waiver is material to this Agreement and specifically relied upon by SPAC and its Affiliates to induce SPAC to enter in this Agreement,

and each of the Company, Pubco and Merger Sub further intends and understands such waiver to be valid, binding and enforceable against

such Party and each of its Affiliates under applicable Law. To the extent the Company, Pubco or Merger Sub or any of their respective

Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to SPAC

or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, each of the

Company, Pubco and Merger Sub hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held

outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of

their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts

contained therein. In the event that the Company, Pubco or Merger Sub or any of their respective Affiliates commences an Action based

upon, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives which proceeding seeks, in

whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the

form of money damages or injunctive relief, SPAC and its Representatives, as applicable, shall be entitled to recover from the Company,

Pubco and Merger Sub and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action,

in the event SPAC or its Representatives, as applicable, prevails in such Action. This Section 11.1 shall survive termination of

this Agreement for any reason and continue indefinitely.

Article

XII

MISCELLANEOUS

12.1 Survival.

The representations and warranties of the Parties contained in this Agreement or in any certificate or instrument delivered by or on behalf

of the Parties pursuant to this Agreement shall not survive the Closing, and from and after the Closing, the Parties and their respective

Representatives shall not have any further obligations, nor shall any claim be asserted or action be brought against any of the Parties

or their respective Representatives with respect thereto. The covenants and agreements made by the Parties in this Agreement or in any

certificate or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such covenants or agreements,

shall not survive the Closing, except for those covenants and agreements contained herein and therein that by their terms apply or are

to be performed in whole or in part after the Closing (which such covenants shall survive the Closing and continue until fully performed

in accordance with their terms).

12.2 Non-Recourse.

This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement

or the transactions contemplated hereby may only be brought against, the entities that are expressly named as Parties and then only with

respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent

of the specific obligations undertaken by such Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor,

incorporator, member, partner, shareholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no

past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholder, Affiliate, agent, attorney,

advisor or representative or Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise)

for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of

the SPAC, Merger Sub or the Company under this Agreement of or for any claim based on, arising out of, or related to this Agreement or

the transactions contemplated hereby.

12.3 Notices.

All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when

delivered (i) in person, (ii) by e-mail, with affirmative confirmation of receipt, (iii) one Business Day after being sent, if sent by

reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered or

certified mail, pre-paid and return receipt requested, in each case to the applicable Party at the following addresses (or at such other

address for a Party as shall be specified by like notice):

If to SPAC at or prior to the Closing, to:

Sizzle Acquisition Corp. II

4201 Georgia Avenue NW

Washington DC 20011

Attn: Steve Salis

E-mail:

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

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105, U.S.A.

Attn: Matthew A. Gray, Esq.; Stuart Neuhauser, Esq.

E-mail: mgray@egsllp.com; sneuhauser@egsllp.com

to the Company at or prior to the Closing, to:

Trasteel Holding S.A.

33, rue du Puits Romain

L-8070 Bertrange, Grand Duchy of Luxembourg

Attn: Gianfranco Imperato

E-mail:

with

a copy (which will not constitute notice) to:

Greenberg Traurig, LLP

One Vanderbilt Avenue

New York, NY 10017

Attn: Adam Namoury, Esq.; Alan Annex, Esq.

Email: adam.namoury@gtlaw.com;

alan.annex@gtlaw.com

If to an

Incorporated Entity at or prior to the Closing: to such address as set forth in the Joinder for such Incorporated

Entity

If to Pubco,

SPAC or the Company after the Closing, to:

Pubco’s name as set forth in Pubco’s Joinder

33, rue du Puits Romain

L-8070 Bertrange, Grand Duchy of Luxembourg

Attn: Gianfranco Imperato

E-mail:

with a

copy (which will not constitute notice) to:

Greenberg Traurig, LLP

One Vanderbilt Avenue

New York, NY 10017

Attn: Adam Namoury, Esq.; Alan Annex, Esq.

Email: adam.namoury@gtlaw.com;

alan.annex@gtlaw.com

and

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105, U.S.A.

Attn: Matthew A. Gray, Esq.; Stuart Neuhauser, Esq.

E-mail: mgray@egsllp.com; sneuhauser@egsllp.com

12.4 Binding

Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties

hereto and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of Law or otherwise without

the prior written consent of SPAC, Pubco and the Company (and after the Closing, a Disinterested Independent Director Majority), and any

assignment without such consent shall be null and void; provided that no such assignment shall relieve the assigning Party of its

obligations hereunder.

12.5 Third

Parties. Except for the rights of the D&O Indemnified Persons set forth in Section 8.15 and of the Sponsor under Section

12.15, which the Parties acknowledge and agree are express third party beneficiaries of this Agreement, nothing contained in this

Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create

any rights in, or be deemed to have been executed for the benefit of, any Person that is not a Party hereto or thereto or a successor

or permitted assign of such a Party.

12.6 Governing

Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of New York

without regard to the conflict of laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and

determined exclusively in any state or federal court located in New York, New York (or in any appellate court thereof) (the “Specified

Courts”). Each Party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Court for the purpose

of any Action arising out of or relating to this Agreement brought by any Party hereto and (b) irrevocably waives, and agrees not

to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction

of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient

forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in

or by any Specified Court. Each Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions

by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint

and any other process in any other Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property,

by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this

Section 12.6 shall affect the right of any Party to serve legal process in any other manner permitted by Law.

12.7 WAIVER

OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO

A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS

CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,

THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND

THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS

IN THIS SECTION 12.7.

12.8 Specific

Performance. Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby are unique,

recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching

Parties may have not adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of

this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached. Accordingly,

each Party shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement and to seek to enforce specifically

the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate,

this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at law or in equity.

12.9 Severability.

In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified

or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity,

legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity,

legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other

provision is invalid, illegal or incapable of being enforced, the Parties will substitute for any invalid, illegal or unenforceable provision

a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid,

illegal or unenforceable provision.

12.10 Amendment.

This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by SPAC, Pubco and the Company;

provided that any amendment, supplement or modification of this Agreement after the Closing shall also require the prior written consent

of a Disinterested Independent Director Majority.

12.11 Waiver.

Each of SPAC, Pubco and the Company on behalf of itself and its Affiliates may in its sole discretion (i) extend the time for the performance

of any obligation or other act of any other non-Affiliated Party hereto, (ii) waive any inaccuracy in the representations and warranties

by such other non-Affiliated Party contained herein or in any document delivered pursuant hereto and (iii) waive compliance by such other

non-Affiliated Party with any covenant or condition contained herein. Any such extension or waiver shall be valid only if set forth in

an instrument in writing signed by the Party or Parties to be bound thereby. Notwithstanding the foregoing, no failure or delay by a Party

in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other

or further exercise of any other right hereunder. Notwithstanding the foregoing, any waiver of any provision of this Agreement after the

Closing by Pubco or SPAC shall also require the prior written consent of a Disinterested Independent Director Majority.

12.12 Entire

Agreement. This Agreement and the documents or instruments referred to herein, including any exhibits and schedules attached hereto,

which exhibits and schedules are incorporated herein by reference, together with the Ancillary Documents, embody the entire agreement

and understanding of the Parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations,

warranties, covenants or undertakings, other than those expressly set forth or referred to herein or the documents or instruments referred

to herein, which collectively supersede all prior agreements and the understandings among the Parties with respect to the subject matter

contained herein.

12.13 Interpretation.

The table of contents and the Article and Section headings contained in this Agreement are solely for the purpose of reference, are not

part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement. In this Agreement,

unless the context otherwise requires: (a) any pronoun used shall include the corresponding masculine, feminine or neuter forms, and words

in the singular, including any defined terms, include the plural and vice versa; (b) reference to any Person includes such Person’s

successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person

in a particular capacity excludes such Person in any other capacity; (c) any accounting term used and not otherwise defined in this Agreement

or any Ancillary Document has the meaning assigned to such term in accordance with GAAP or IFRS, as applicable, based on the accounting

principles used by the applicable Person; (d) “including” (and with correlative meaning “include”) means including

without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by

the words “without limitation”; (e) the words “herein,” “hereto,” and “hereby” and other

words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular

Section or other subdivision of this Agreement; (f) the word “if” and other words of similar import when used herein shall

be deemed in each case to be followed by the phrase “and only if”; (g) the term “or” means “and/or”;

(h) any reference to the term “ordinary course” or “ordinary course of business” shall be deemed in each case

to be followed by the words “consistent with past practice”; (i) any agreement, instrument, insurance policy, Law or Order

defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, insurance

policy, Law or Order as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver

or consent and (in the case of statutes, regulations, rules or orders) by succession of comparable successor statutes, regulations, rules

or orders and references to all attachments thereto and instruments incorporated therein; (j) except as otherwise indicated, all references

in this Agreement to the words “Section,” “Article”, “Schedule” and “Exhibit” are intended

to refer to Sections, Articles, Schedules and Exhibits to this Agreement; and (k) the term “Dollars” or “$” means

United States dollars. Any reference in this Agreement to a Person’s directors shall include any member of such Person’s governing

body and any reference in this Agreement to a Person’s officers shall include any Person filling a substantially similar position

for such Person. Any reference in this Agreement or any Ancillary Document to a Person’s shareholders or stockholders shall include

any applicable owners of the equity interests of such Person, in whatever form. The Parties have participated jointly in the negotiation

and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement

shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring

any Party by virtue of the authorship of any provision of this Agreement. To the extent that any Contract, document, certificate or instrument

is represented and warranted to by the Company to be given, delivered, provided or made available by the Company, in order for such Contract,

document, certificate or instrument to have been deemed to have been given, delivered, provided and made available to SPAC or its Representatives,

such Contract, document, certificate or instrument shall have been posted to the electronic data site maintained on behalf of the Company

for the benefit of SPAC and its Representatives and SPAC and its Representatives have been given access to the electronic folders containing

such information.

12.14 Counterparts.

This Agreement may be executed and delivered (including by e-mail, facsimile or other electronic document transmission) in one or more

counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original

but all of which taken together shall constitute one and the same agreement.

12.15 Legal

Representation.

(a) The

Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented SPAC and the Sponsor in connection

with this Agreement, the Ancillary Documents and the Transactions, and has also represented SPAC, Sponsor and/or their respective Affiliates

in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after

Closing, to represent the Sponsor or its Affiliates in connection with matters in which such Persons are adverse to Pubco, SPAC or any

of their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company, Pubco and Merger Sub,

who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement,

hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter

arise in connection with EGS’s future representation of one or more of the Sponsor or its Affiliates in which the interests of such

Person are adverse to the interests of Pubco, Merger Sub, SPAC and/or the Company or any of their respective Affiliates, including any

matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of

the Sponsor, SPAC or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client

privilege, the Sponsor shall be deemed the client of EGS with respect to the negotiation, execution and performance of this Agreement

and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of

client confidence relating thereto shall belong solely to the Sponsor, shall be controlled by the Sponsor and shall not pass to or be

claimed by Pubco or SPAC; provided, further, that nothing contained herein shall be deemed to be a waiver by Pubco, SPAC or any of their

respective Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications

to any third party.

(b) The

Parties agree that, notwithstanding the fact that GT may have, prior to Closing, represented Pubco, Merger Sub and the Target Companies

in connection with this Agreement, the Ancillary Documents and the Transactions, and has also represented Pubco, Merger Sub and the Target

Companies and/or their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement,

GT will be permitted in the future, after Closing, to represent Pubco, Surviving Subsidiary and the Target Companies or their respective

Affiliates in connection with matters in which such Persons are adverse to the Sponsor or any of its Affiliates, including any disputes

arising out of, or related to, this Agreement. SPAC and the Sponsor, who are or have the right to be represented by independent counsel

in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates

to waive) any actual or potential conflict of interest that may hereafter arise in connection with GT’s future representation of

one or more of Pubco, Merger Sub and the Target Companies or their respective Affiliates in which the interests of such Person are adverse

to the interests of SPAC, Sponsor or any of their respective Affiliates, including any matters that arise out of this Agreement or that

are substantially related to this Agreement or to any prior representation by GT of Pubco, Merger Sub and the Target Companies or any

of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, Pubco, Merger

Sub and the Target Companies shall be deemed the client of GT with respect to the negotiation, execution and performance of this Agreement

and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of

client confidence relating thereto shall belong solely to Pubco, Merger Sub and the Target Companies, shall be controlled by Pubco, Surviving

Subsidiary and the Target Companies and shall not pass to or be claimed by the Sponsor; provided, further, that nothing contained herein

shall be deemed to be a waiver by the Sponsor or any of its Affiliates of any applicable privileges or protections that can or may be

asserted to prevent disclosure of any such communications to any third party.

Article

XIII

DEFINITIONS

13.1 Certain

Definitions. For purpose of this Agreement, the following capitalized terms have the following meanings:

“Accounting Principles”

means in accordance with IFRS as in effect at the date of the financial statement to which it refers or if there is no such financial

statement, then as of the Closing Date, using and applying the same accounting principles, practices, procedures, policies and methods

(with consistent classifications, judgments, elections, inclusions, exclusions and valuation and estimation methodologies) used and applied

by the Target Companies in the preparation of the latest audited Company Financials.

“Action”

means any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint,

stipulation, assessment or arbitration, or any request (including any request for information), inquiry, hearing, proceeding or investigation,

by or before any Governmental Authority.

“Affiliate”

means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such

Person. For the avoidance of doubt, Sponsor shall be deemed to be an Affiliate of SPAC prior to the Closing.

“Ancillary Documents”

means each agreement, instrument or document attached hereto as an Exhibit, including the Joinders, the Lock-Up Agreements, the Company

Support Agreements, the Insider Letter Amendment, the Sponsor Support Agreement, the Seller Registration Rights Agreement, the Founder

Registration Rights Agreement Amendment and the Share Exchange Agreements and the other agreements, certificates and instruments to be

executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement, including the Pubco Equity Plan and

the Amended Pubco Charter.

“Benefit Plans”

of any Person means any and all deferred compensation, executive compensation, incentive compensation, equity purchase or other equity-based

compensation plan, employment or consulting, severance or termination pay, holiday, vacation or other bonus plan or practice, hospitalization

or other medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement,

commitment or arrangement, and each other employee benefit plan, program, agreement or arrangement, including each “employee benefit

plan” as such term is defined under Section 3(3) of ERISA, maintained or contributed to or required to be contributed to by a Person

for the benefit of any employee or terminated employee of such Person, or with respect to which such Person has any Liability, whether

direct or indirect, actual or contingent, whether formal or informal, and whether legally binding or not, in each case, other than any

plan program or arrangement mandated by applicable Law and sponsored or maintained by a Governmental Authority.

“Bridge Debt Financing”

means debt financing (including for convertible debt) for an aggregate investment amount into the Company equal to up to Seventy Five

Million U.S. Dollars ($75,000,000) by the investors and affiliated investment funds set forth on Schedule 13.1-A hereto, on such

terms, conditions and structure as reasonably determined by the Company and approved by SPAC (such approval not to be unreasonably withheld,

delayed or conditioned).

“Business Day”

means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York are authorized

to close for business; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter

in place” or similar closure of physical branch locations at the direction of any Governmental Authority if such banks’ electronic

funds transfer systems (including for wire transfers) are open for use by customers on such day.

“Cayman Companies

Act” means the Cayman Islands Companies Act (As Revised).

“Code”

means the Internal Revenue Code of 1986, as amended.

“Company Confidential

Information” means all confidential or proprietary documents and information concerning the Target Companies, Pubco or Merger

Sub or any of their respective Representatives, furnished in connection with this Agreement or the transactions contemplated hereby; provided,

however, that Company Confidential Information shall not include any information which, (i) at the time of disclosure to a third

party by SPAC or its Representatives, is generally available publicly and was not disclosed in breach of this Agreement or (ii) at the

time of the disclosure by the Company, Pubco, Merger Sub or their respective Representatives to SPAC or its Representatives was previously

known by such receiving party without violation of Law or any confidentiality obligation by the Person receiving such Company Confidential

Information.

“Company Convertible

Securities” means, collectively, any Convertible Bridge Debt Financing and any other options, warrants or rights to subscribe

for or purchase any capital shares of the Company or securities convertible into or exchangeable for, or that otherwise confer on the

holder any right to acquire any capital shares of the Company.

“Company Ordinary

Shares” means the ordinary shares, par value $0.01 per share, of the Company.

“Company Securities”

means, collectively, the Company Ordinary Shares, the Convertible Debt Bridge Financing and the other Company Convertible Securities.

“Company Securityholders”

means, collectively, the holders of Company Securities.

“Consent”

means any consent, approval, waiver, authorization or Permit of, or notice to or declaration or filing with any Governmental Authority

or any other Person.

“Contracts”

means all contracts, agreements, binding arrangements, bonds, notes, indentures, mortgages, debt instruments, purchase order, licenses

(and all other contracts, agreements or binding arrangements concerning Intellectual Property), franchises, leases and other instruments

or obligations of any kind, written or oral (including any amendments and other modifications thereto).

“Control”

of a Person means the possession, directly or indirectly, 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. “Controlled”, “Controlling”

and “under common Control with” have correlative meanings. Without limiting the foregoing a Person (the “Controlled

Person”) shall be deemed Controlled by (a) any other Person (i) owning beneficially, as meant in Rule 13d-3 under the Exchange

Act, securities entitling such Person to cast ten percent (10%) or more of the votes for election of directors or equivalent governing

authority of the Controlled Person or (ii) entitled to be allocated or receive ten percent (10%) or more of the profits, losses, or distributions

of the Controlled Person; (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other

than a member having no management authority that is not a Person described in clause (a) above) of the Controlled Person; or (c) a spouse,

parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an Affiliate

of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate of the Controlled

Person is a trustee.

“Copyrights”

means any works of authorship and all copyrights therein (whether or not registered), including all registrations and applications for

registration and renewals and extensions thereof.

“Disinterested Independent

Director” means an independent director serving on Pubco’s board of directors at the applicable time of determination

that is disinterested in this Agreement as a Company Securityholder (i.e., such independent director is not a Company Securityholder,

an Affiliate of a Company Securityholder, or an officer, director, manager, employee, trustee or beneficiary of a Company Securityholder,

nor an immediate family member of any of the foregoing).

“Disinterested Independent

Director Majority” means the vote or consent of a majority of the Disinterested Independent Directors.

“Environmental Law”

means any Law in any way relating to (a) the protection of human health and safety, (b) the protection, preservation or restoration of

the environment and natural resources (including air, water vapor, surface water, groundwater, drinking water supply, surface land, subsurface

land, plant and animal life or any other natural resource), or (c) the exposure to, or the use, storage, recycling, treatment, generation,

transportation, processing, handling, labeling, production, release or disposal of Hazardous Materials.

“Environmental Liabilities”

means, in respect of any Person, all Liabilities, obligations, responsibilities, Remedial Actions, Actions, Orders, losses, damages, costs,

and expenses (including all reasonable fees, disbursements, and expenses of counsel, experts, and consultants and costs of investigation

and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand by any other Person or

in response to any violation of Environmental Law, whether known or unknown, accrued or contingent, whether based in contract, tort, implied

or express warranty, strict liability, criminal or civil statute, to the extent based upon, related to, or arising under or pursuant to

any Environmental Law, Environmental Permit, Order, or Contract with any Governmental Authority or other Person, that relates to any environmental,

health or safety condition, violation of Environmental Law, or a Release or threatened Release of Hazardous Materials.

“ERISA”

means the U.S. Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act”

means the U.S. Securities Exchange Act of 1934, as amended.

“Foreign Plan”

means any plan, fund (including any superannuation fund) or other similar program or arrangement established or maintained outside the

United States by the Company or any one or more of its Subsidiaries primarily for the benefit of employees of the Company or such Subsidiaries

residing outside the United States, which plan, fund or other similar program or arrangement provides, or results in, retirement income,

a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject

to ERISA or the Code.

“Fraud Claim”

means a claim against a Party hereto for actual and intentional fraud in the making of the representations and warranties by such Party

in this Agreement.

“GAAP”

means generally accepted accounting principles as in effect in the United States of America.

“Governmental Authority”

means any federal, state, local, foreign or other governmental, quasi-governmental or administrative body, instrumentality, department

or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel

or body.

“Hazardous Material”

means any waste, gas, liquid or other substance or material that is defined, listed or designated as a “hazardous substance”,

“pollutant”, “contaminant”, “hazardous waste”, “regulated substance”, “hazardous

chemical”, or “toxic chemical” (or by any similar term) under any Environmental Law, or any other material regulated,

or that could result in the imposition of Liability or responsibility, under any Environmental Law, including petroleum and its by-products,

asbestos, asbestos containing materials, per- and polyfluoroalkyl substances, aqueous film forming foam, polychlorinated biphenyls, radon,

mold, and urea formaldehyde insulation.

“IFRS”

means international financial reporting standards as adopted by the International Accounting Standards Board.

“Indebtedness”

of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money (including the outstanding principal

and accrued but unpaid interest), (b) all obligations for the deferred purchase price of property or services (other than trade payables

incurred in the ordinary course of business), (c) any other indebtedness of such Person that is evidenced by a note, bond, debenture,

credit agreement or similar instrument, (d) all obligations of such Person under leases that should be classified as capital leases in

accordance with GAAP or IFRS (as applicable to such Person), (e) all obligations of such Person for the reimbursement of any obligor on

any line or letter of credit, banker’s acceptance, guarantee or similar credit transaction, in each case, but solely to the extent

drawn, funded or otherwise claimed against and not reimbursed, (f) all obligations of such Person in respect of acceptances issued or

created, (g) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated

to be made by such Person, whether periodically or upon the happening of a contingency (in each case, only to the extent of the net amount

(if any) payable by such Person upon termination, close-out or settlement thereof as of the applicable measurement time), (h) all indebtedness

of any other Person of the type described in clauses (a) through (g) above to the extent secured by a Lien on any property of such Person

(whether or not assumed by such Person), (i) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with

payment of any Indebtedness of such Person to the extent payable as of the applicable measurement time upon repayment, termination or

discharge thereof, and (j) all obligations described in clauses (a) through (i) above of any other Person which is directly or indirectly

guaranteed by such Person or which such Person has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of

which it has otherwise assured a creditor against loss.

“Insider Letter”

means the letter agreement, dated as of April 1, 2025, by and among SPAC, the Sponsor and the other SPAC Insiders named therein.

“Intellectual Property”

means all of the following as they exist in any jurisdiction throughout the world: Patents, Trademarks, Copyrights, Trade Secrets, Internet

Assets, Software and other intellectual property, and other legal rights related to or arising from the preceding property.

“Internet Assets”

means any all domain name registrations, web sites and web addresses and related rights, items and documentation related thereto, and

applications for registration therefor.

“Investment Company

Act” means the U.S. Investment Company Act of 1940, as amended.

“IPO”

means the initial public offering of SPAC Public Units pursuant to the IPO Prospectus.

“IPO Prospectus”

means the final prospectus of SPAC, dated as of April 1, 2025, and filed with the SEC on April 2, 2025 (File No. 333-285839).

“Knowledge”

means, with respect to (i) the Company, the actual knowledge of the executive officers or directors of any Target Company, after reasonable

inquiry, or (ii) any other Party, (A) if an entity, the actual knowledge of its directors and executive officers, after reasonable inquiry,

or (B) if a natural person, the actual knowledge of such Party after reasonable inquiry.

“Law”

means any federal, state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code, edict,

decree, proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, Order or Consent that

is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the

authority of any Governmental Authority.

“Liabilities”

means any and all liabilities, Indebtedness, Actions or obligations of any nature (whether absolute, accrued, contingent or otherwise,

whether known or unknown, whether direct or indirect, whether matured or unmatured, whether due or to become due and whether or not required

to be recorded or reflected on a balance sheet under GAAP, IFRS or other applicable accounting standards), including Tax liabilities due

or to become due.

“Lien”

means any mortgage, pledge, security interest, attachment, right of first refusal, option, proxy, voting trust, encumbrance, lien or charge

of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof), restriction (whether on

voting, sale, transfer, disposition or otherwise), any subordination arrangement in favor of another Person, or any filing or agreement

to file a financing statement as debtor under the Uniform Commercial Code or any similar Law.

“Luxembourg Companies

Act” means the Luxembourg law of 10 August 1915 on commercial companies, as amended.

“Material Adverse

Effect” means, with respect to any specified Person, any fact, event, occurrence, change or effect that has had, or would

reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business, assets, Liabilities,

results of operations or condition (financial or otherwise) of such Person and its Subsidiaries, taken as a whole, or (b) the ability

of such Person or any of its Subsidiaries on a timely basis to consummate the transactions contemplated by this Agreement or the Ancillary

Documents to which it is a party or bound or to perform its obligations hereunder or thereunder; provided, however, that

for purposes of clause (a) above, any changes or effects directly or indirectly attributable to, resulting from, relating to or arising

out of the following (by themselves or when aggregated with any other, changes or effects) shall not be deemed to be, constitute, or be

taken into account when determining whether there has or may, would or could have occurred a Material Adverse Effect: (i) general changes

in the financial or securities markets or general economic or political conditions in the country or region in which such Person or any

of its Subsidiaries do business; (ii) changes, conditions or effects that generally affect the industries in which such Person or any

of its Subsidiaries principally operate; (iii) changes in IFRS, GAAP or other applicable accounting principles or mandatory changes in

the regulatory accounting requirements applicable to any industry in which such Person and its Subsidiaries principally operate; (iv)

conditions caused by acts of God, terrorism, war (whether or not declared), natural disaster or any outbreak or continuation of an epidemic

or pandemic, including the effects of any Governmental Authority or other third-party responses thereto; (v) any failure in and of itself

by such Person and its Subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance

for any period (provided that the underlying cause of any such failure may be considered in determining whether a Material Adverse Effect

has occurred or would reasonably be expected to occur to the extent not excluded by another exception herein); (vi), with respect to SPAC,

the consummation and effects of the Redemption; (vii) the announcement of this Agreement, the Transactions or the Ancillary Documents,

including the impact thereof on relationships with customers, suppliers, employees, regulators or other Persons; (viii) any action taken

(or omitted to be taken) by such Person or any of its Subsidiaries at the express written request of SPAC or the Company, as applicable,

in accordance with express terms of such written; and (ix) changes in applicable Law or the interpretation or enforcement thereof (including

any changes in sanctions, export controls or trade restrictions), in each case affecting such Person or its Subsidiaries; provided

further, however, that any event, occurrence, fact, condition, or change referred to in clauses (i) - (iv) and (ix) immediately

above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur

to the extent that such event, occurrence, fact, condition, or change has a disproportionate effect on such Person or any of its Subsidiaries

compared to other participants in the industries in which such Person or any of its Subsidiaries primarily conducts its businesses. Notwithstanding

the foregoing, with respect to SPAC, the amount of the Redemption or the failure to obtain the Required SPAC Shareholder Approval shall

not be deemed to be a Material Adverse Effect on or with respect to SPAC.

“Nasdaq”

means the Nasdaq Stock Market LLC, and includes either the Nasdaq Global Market or the Nasdaq Capital Market, as applicable to the relevant

listing.

“NYSE American”

means the NYSE American LLC.

“Order”

means any order, decree, ruling, judgment, injunction, writ, determination, binding decision, verdict, judicial 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.

“Organizational

Documents” means, with respect to any Person, its certificate of incorporation, bylaws, memorandum and articles of association

or similar organizational documents, in each case, as amended.

“Patents”

means any patents, patent applications and the inventions, designs and improvements described and claimed therein, patentable inventions,

and other patent rights (including any divisionals, provisionals, continuations, continuations-in-part, substitutions, or reissues thereof,

whether or not patents are issued on any such applications and whether or not any such applications are amended, modified, withdrawn,

or refiled).

“PCAOB”

means the U.S. Public Company Accounting Oversight Board (or any successor thereto).

“Per Share Price”

means an amount equal to (i) the sum of (A) the Exchange Consideration, plus (B) solely to the extent that any Bridge Debt Financing is

converted into equity at the Closing, the aggregate outstanding obligations of the Bridge Debt Financing as of the Closing, divided by

(ii) the sum of (A) the total number of issued and outstanding Company Ordinary Shares as of immediately prior to the Closing, plus (B)

solely to the extent that any Bridge Debt Financing is converted into equity at the Closing, the total number of Company Ordinary Shares

issuable upon such conversion.

“Permits”

means all federal, state, local or foreign or other third-party permits, grants, easements, consents, approvals, authorizations, exemptions,

licenses, franchises, concessions, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations,

ratings, registrations, qualifications or orders of any Governmental Authority or any other Person.

“Permitted Liens”

means (a) Liens for Taxes or assessments and similar governmental charges or levies, which either are (i) not delinquent or (ii) being

contested in good faith and by appropriate proceedings, and, adequate reserves have been established with respect thereto, (b) other Liens

imposed by operation of Law arising in the ordinary course of business for amounts which are not due and payable and as would not in the

aggregate materially adversely affect the value of, or materially adversely interfere with the use of, the property subject thereto, (c)

Liens incurred or deposits made in the ordinary course of business in connection with social security, (d) Liens on goods in transit incurred

pursuant to documentary letters of credit, in each case arising in the ordinary course of business, (e) non-exclusive license of Intellectual

Property granted in the ordinary course of business or (f) Liens arising under this Agreement or any Ancillary Document.

“Person”

means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership),

limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political

subdivision thereof, or an agency or instrumentality thereof.

“Personal Property”

means any machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant, parts and other tangible

personal property.

“Pubco Charter”

means the articles of association of Pubco, as amended and in effect under the Luxembourg Companies Act.

“Pubco Ordinary

Shares” means the ordinary shares, par value $0.0001 per share, of Pubco, along with any equity securities paid as dividends

or distributions after the Closing with respect to such shares or into which such shares are exchanged or converted after the Closing.

“Pubco Preference

Shares” means the preference shares, par value $0.0001 per share, of Pubco.

“Pubco Securities”

means the Pubco Ordinary Shares and the Pubco Preference Shares, collectively.

“Release”

means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, or leaching into the indoor

or outdoor environment, or into or out of any property.

“Remedial Action”

means all actions to (i) clean up, remove, treat, or in any other way address any Hazardous Material, (ii) prevent the Release of any

Hazardous Material so it does not endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (iii)

perform pre-remedial studies and investigations or post-remedial monitoring and care, or (iv) correct a condition of noncompliance with

Environmental Laws.

“Representatives”

means, as to any Person, such Person’s Affiliates and the respective managers, directors, officers, employees, independent contractors,

consultants, advisors (including financial advisors, counsel and accountants), agents and other legal representatives of such Person or

its Affiliates.

“Required Company

Shareholder Approval” means the requisite approval by affirmative vote of the Company’s shareholders at a duly called

and held meeting of the Company’s shareholders to authorize, approve, adopt and consent to, the execution, delivery and performance

of this Agreement and each of the Ancillary Documents to which the Company is or is required to be a party or bound, and the consummation

of the transactions contemplated hereby and thereby.

“SEC”

means the U.S. Securities and Exchange Commission (or any successor Governmental Authority).

“Securities Act”

means the U.S. Securities Act of 1933, as amended.

“Seller”

means a Company Securityholder who executes and delivers a Share Exchange Agreement to SPAC, Pubco and the Company prior to the Closing.

“Software”

means any computer software programs, including all source code, object code, and documentation related thereto and all software modules,

tools and databases.

“SOX”

means the U.S. Sarbanes-Oxley Act of 2002, as amended.

“SPAC Charter”

means the memorandum of association of SPAC, as amended and in effect under the Cayman Companies Act; provided, that references herein

to the SPAC Charter for periods after the Effective Time includes the memorandum of association of the Surviving Subsidiary.

“SPAC Class A Ordinary

Shares” means the Class A ordinary shares, par value $0.0001 per share, of SPAC.

“SPAC Class B Ordinary

Shares” means the shares of Class B ordinary shares, par value $0.0001 per share, of SPAC.

“SPAC Confidential

Information” means all confidential or proprietary documents and information concerning SPAC or any of its Representatives;

provided, however, that SPAC Confidential Information shall not include any information which, (i) at the time of disclosure

to a third party by the Company, Pubco or Merger Sub or any of their respective Representatives, is generally available publicly and was

not disclosed in breach of this Agreement or (ii) at the time of the disclosure by SPAC or its Representatives to the Company, Pubco or

Merger Sub or any of their respective Representatives, was previously known by such receiving party without violation of Law or any confidentiality

obligation by the Person receiving such SPAC Confidential Information. For the avoidance of doubt, from and after the Closing, SPAC Confidential

Information will include the confidential or proprietary information of the Target Companies.

“SPAC Ordinary Shares”

means the SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares.

“SPAC Preference

Shares” means preference shares, par value $0.0001 per share, of SPAC.

“SPAC Private Rights”

means one right that was included as part of each SPAC Private Unit entitling the holder thereof to receive one-tenth (1/10th)

of one SPAC Class A Ordinary Share upon the consummation by SPAC of its Business Combination.

“SPAC Private Units”

means the units issued in a private placement transaction simultaneously with the IPO consisting of one (1) SPAC Class A Ordinary Share

and one (1) SPAC Private Right.

“SPAC Public Rights”

means one right that was included as part of each SPAC Public Unit entitling the holder thereof to receive one-tenth (1/10th)

of one SPAC Class A Ordinary Share upon the consummation by SPAC of its Business Combination.

“SPAC Public Units”

means the units issued in the IPO (including overallotment units acquired by SPAC’s underwriter) consisting of one (1) SPAC Class

A Ordinary Share and one (1) SPAC Public Right.

“SPAC Rights”

means the SPAC Public Rights and the SPAC Private Rights, collectively.

“SPAC Rights Agreement”

means the Share Rights Agreement, dated as of April 1, 2025, between SPAC and Continental Stock Transfer & Trust Company, a New York

corporation, as rights agent.

“SPAC Securities”

means the SPAC Units, the SPAC Ordinary Shares, the SPAC Preference Shares and the SPAC Rights, collectively.

“SPAC Units”

means the SPAC Public Units and the SPAC Private Units, collectively.

“Subsidiary”

means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a

majority of the total voting power of capital shares entitled (without regard to the occurrence of any contingency) to vote in the election

of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of

the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, a majority

of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by any Person

or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons will be deemed to have a

majority ownership interest in a partnership, association or other business entity if such Person or Persons will be allocated a majority

of partnership, association or other business entity gains or losses or will be or control the managing director, managing member, general

partner or other managing Person of such partnership, association or other business entity. A Subsidiary of a Person will also include

any variable interest entity which is consolidated with such Person under applicable accounting rules.

“Target Company”

means each of the Company and its direct and indirect Subsidiaries.

“Tax Return”

means any return, declaration, report, claim for refund, information return or other documents (including any related or supporting schedules,

statements or information) filed or required to be filed in connection with the determination, assessment or collection of any Taxes or

the administration of any Laws or administrative requirements relating to any Taxes.

“Taxes”

means all direct or indirect federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, value-added,

ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, social security and

related contributions due in relation to the payment of compensation to employees, excise, severance, stamp, occupation, premium, property,

windfall profits, alternative minimum, estimated, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever,

together with any interest and any penalties, additions to tax or additional amounts with respect thereto.

“Trade Secrets”

means any trade secrets, confidential business information, concepts, ideas, designs, research or development information, processes,

procedures, techniques, technical information, specifications, operating and maintenance manuals, engineering drawings, methods, know-how,

data, mask works, discoveries, inventions, modifications, extensions, improvements, and other proprietary rights (whether or not patentable

or subject to copyright, trademark, or trade secret protection).

“Trademarks”

means any trademarks, service marks, trade dress, trade names, brand names, internet domain names, designs, logos, or corporate names

(including, in each case, the goodwill associated therewith), whether registered or unregistered, and all registrations and applications

for registration and renewal thereof.

“Trust Account”

means the trust account established by SPAC with the proceeds from the IPO pursuant to the Trust Agreement in accordance with the IPO

Prospectus.

“Trust Agreement”

means that certain Investment Management Trust Agreement, dated as of April 1, 2025, as it may be amended (including to accommodate the

Merger), by and between SPAC and the Trustee.

“Trustee”

means Continental Stock Transfer & Trust Company, in its capacity as trustee under the Trust Agreement.

13.2 Section

References. The following capitalized terms, as used in this Agreement, have the respective meanings given to them in the Section

as set forth below adjacent to such terms:

Term

Section

2024 PCAOB Audited Company Financials

6.7(a)

2024 Private Audited Company Financials

6.7(a)

2025 PCAOB Audited Company Financials

6.7(a)

2025 Unaudited Company Financials

6.7(a)

Acquisition Proposal

8.6(a)

Alternative Transaction

8.6(a)

Amended Pubco Charter

9.1(g)

Antitrust Laws

8.9(b)

Applicable Exchange

9.1(i)

Balance Sheet Date

6.7(a)

Business Combination

11.1

Closing

3.1

Closing Date

3.1

Closing Filing

8.12(b)

Closing Press Release

8.12(b)

Company

Preamble

Company Benefit Plan

6.19(a)

Company Certificates

2.4(b)

Company Disclosure Schedules

Article VI

Company Financials

6.7

Company Financials

6.7(a)

Company Independent Contractors

6.18(d)

Company IP

6.13(d)

Company IP Licenses

6.13(a)

Company Material Contract

6.12(a)

Company Permits

6.10

Company Personal Property Leases

6.16

Company Real Property Leases

6.15

Company Registered IP

6.13(a)

Company Support Agreement

Recitals

Conversion Ratio

2.3

Convertible Bridge Debt Financing

2.2(b)

D&O Indemnified Persons

8.15(a)

D&O Tail Insurance

8.15(b)

Effective Time

1.2

EGS

8.19(a)(ii)

Employer Agreements

8.18

Enforceability Exceptions

4.2

Environmental Permits

6.20(a)

Exchange Consideration

2.3

Exchange Shares

2.3

Expenses

10.3

Extension

8.3(a)

Extension Expenses

8.3(b)(iv)

Federal Securities Laws

8.7

Financing Agreements

8.17(a)

Founder Registration Rights Agreement

Recitals

Term

Section

Founder Registration Rights Agreement Amendment

Recital

8.19(a)(ii)

Incorporated Entities

Recitals

Insider Letter Amendment

Recitals

Intended U.S. Tax Treatment

8.19(a)

Joinder

Recitals

Joinder Date

Article V

Lock-Up Agreement

Recitals

Lost Certificate Affidavit

2.4(b)

Merger

Recitals

Merger Sub

Preamble

OFAC

4.17(c)

Off-the-Shelf Software

6.13(a)

Outside Date

10.1(b)

Party(ies)

Preamble

PCAOB Audit Delivery Date

8.4(a)

PCAOB Audited Company Financials

6.7(a)

PIPE Financing

8.17(a)

PIPE Investors

8.17(a)

Plan of Merger

1.2

Post-Closing Pubco Board

8.14(a)

Proxy Statement

8.11(a)

Pubco

Preamble

Pubco Equity Plan

8.11(b)

Public Certifications

4.6(a)

Public Shareholders

11.1

Purchased Shares

2.1

Registration Statement

8.11(a)

Registration Statement Effective Date

8.11(a)

Regulatory Approvals

9.1(d)

Related Person

6.21

Released Claims

11.1

Required SPAC Shareholder Approval

9.1(a)

SEC Reports

4.6(a)

Seller Registration Rights Agreement

Recital

Share Exchange

Recitals

Share Exchange Agreement

Recitals

Shareholder Approval Matters

8.11(b)

Signing Filing

8.12(b)

Signing Press Release

8.12(b)

SPAC

Preamble

SPAC Disclosure Schedules

Article IV

SPAC Financials

4.6(b)

SPAC Insiders

Recitals

SPAC Material Contract

4.13(a)

SPAC Shareholder Meeting

8.11(b)

Specified Courts

12.6

Sponsor

Recitals

Sponsor Support Agreement

Recitals

Surviving Subsidiary

1.1

Top Customers

6.23

Top Vendors

6.23

Transactions

Recitals

Underwriter Representative

Recitals

Unit Separation

1.6(a)

{REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;

SIGNATURE PAGES FOLLOW}

IN WITNESS WHEREOF, each Party

hereto has caused this Agreement to be signed and delivered by its respective duly authorized officer as of the date first written above.

SPAC:

SIZZLE ACQUISITION CORP. II

By:

/s/ Steve Salis

Name:

Steve Salis

Title:

Chief Executive Officer

The Company:

TRASTEEL HOLDING S.A.

By:

/s/ Gianfranco Imperato

Name:

Gianfranco Imperato

Title:

Group Chief Executive Officer

{Signature Page to Business Combination Agreement}

EX-10.1 — SPONSOR SUPPORT AGREEMENT, DATED AS OF APRIL 13, 2026, BY AND AMONG SIZZLE II, THE COMPANY AND THE SPONSOR

EX-10.1

Filename: ea028658801ex10-1.htm · Sequence: 3

Exhibit 10.1

SPONSOR SUPPORT AGREEMENT

THIS SPONSOR SUPPORT AGREEMENT

(this “Agreement”), dated as of April 13, 2026, is entered into by and among (i) Sizzle Acquisition Corp.

II, a Cayman Islands exempted company (together with its successors, “SPAC”), (ii) Trasteel Holding S.A.,

a Luxembourg company (the “Company”), and (iii) VO Sponsor II, LLC, a Delaware limited liability company

(the “Sponsor”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed

to such term in the Business Combination Agreement (as defined below).

RECITALS

WHEREAS, the Sponsor

is currently the record owner of 400,000 SPAC Class A Ordinary Shares and 7,666,667 SPAC Class B Ordinary Shares (such shares, together

with the SPAC Class A Ordinary Shares to be issued upon conversion of such SPAC Class B Ordinary Shares pursuant to the conversion of

SPAC Class B Ordinary Shares and the Pubco Ordinary Shares to be issued in exchange for the SPAC Ordinary Shares held by Sponsor pursuant

to the Merger, the “Sponsor Shares”) and 400,000 SPAC Private Rights, each of which entitles the Sponsor as

the holder thereof to receive one-tenth (1/10th) of a SPAC Class A Ordinary Shares (the “Sponsor Rights”

and, together with the Pubco Ordinary Shares that such Sponsor Rights convert into at the Effective Time, the Sponsor Shares, and any

other equity securities of SPAC that the Sponsor holds of record, or beneficially, as of the date of this Agreement, or acquires record

or beneficial ownership of after the date hereof and prior to the Closing, the “Covered Securities”);

WHEREAS, concurrently

herewith, SPAC and the Company have entered into, and upon execution of a Joinder, (i) a to-be-formed Luxembourg corporation in the form

of a public limited liability company (société anonyme) to be registered with Luxembourg Trade and Companies Register (Registre

de Commerce et des Sociétés) (“Pubco”) and (ii) a to-be-formed Cayman Islands exempted company

with limited liability which will be a wholly-owned subsidiary of Pubco (“Merger Sub”) will enter into, that

certain Business Combination Agreement (the “Business Combination Agreement”);

WHEREAS, pursuant to

the Business Combination Agreement, subject to the terms and conditions thereof, among other matters, upon the consummation of the transactions

contemplated thereby (the “Closing”): (a) Merger Sub shall merge with and into SPAC, with SPAC continuing as

the surviving entity (the “Merger”), and, in connection therewith, each issued and outstanding security of SPAC

immediately prior to the Closing will no longer be outstanding and will automatically be cancelled in exchange for the right of the holder

thereof to receive a substantially equivalent security of Pubco; (b) Pubco will acquire all of the issued and outstanding ordinary shares

of the Company from the Company’s shareholders in exchange for Pubco ordinary shares (the “Share Exchange”

and, together with the Merger and the other transactions contemplated by the Business Combination Agreement and the Ancillary Documents,

the “Transactions”), and any outstanding convertible securities of the Company (other than certain specified

convertible debt bridge financing) will be terminated; and (c) as a result of such Transactions, SPA and the Company each will become

wholly-owned subsidiaries of Pubco, and Pubco will become a publicly traded company; and

WHEREAS, as a condition

and inducement to the willingness of SPAC and the Company to enter into the Business Combination Agreement, SPAC, the Company and the

Sponsor are entering into this Agreement.

NOW, THEREFORE, in

consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, SPAC,

the Company and the Sponsor hereby agree as follows:

1. Agreement

to Vote. Subject to the earlier termination of this Agreement in accordance with Section 4, the Sponsor, in its capacity

as a shareholder of SPAC (and for the avoidance of doubt, not affecting any rights or obligations of any directors or officers of SPAC),

irrevocably and unconditionally agrees that at a special meeting of SPAC to be convened for the purpose of obtaining the Required SPAC

Shareholder Approval in connection with the Transactions or any other meeting of shareholders of SPAC with respect to the Transactions

(whether annual or extraordinary and whether or not an adjourned or postponed meeting, however called and including any adjournment or

postponement thereof), the Sponsor shall:

(a) if

and when such meeting is held, appear at such meeting in person or by proxy or otherwise cause the Covered Securities, which are entitled

to vote, to be counted as present thereat for the purpose of establishing a quorum;

(b) vote,

or cause to be voted, at such meeting (or execute and deliver a written consent, if applicable, causing to be voted) all of the Covered

Securities, which are entitled to vote, owned as of the record date for such meeting in favor of the Proposals and any other matters necessary

or reasonably requested by SPAC for consummation of the Transactions, including any actions necessary to effectuate the matters contemplated

by the Proposals;

or cause to be voted, at such meeting (or execute and deliver a written consent, if applicable, causing to be voted) all of such Covered

Securities, which are entitled to vote, owned as of the record date for such meeting against (i) an Acquisition Proposal, (ii) any proposal

in opposition to approval of any Shareholder Approval Matters, (iii) any proposal inconsistent with the Business Combination Agreement

or the Transactions or (iv) any other transaction involving SPAC that would be reasonably likely to, in any material respect, impede,

interfere with, delay, frustrate the purposes of, result in a breach by SPAC of, prevent or nullify any provision of the Business Combination

Agreement or any Ancillary Documents, the Merger, or any other Transaction; and

(d) in

any other circumstances upon which a consent or other approval is required under the Organizational Documents of SPAC or otherwise sought

in furtherance of the Transactions, vote, consent or approve (or cause to be voted, consented or approved) all of the Covered Securities

owned at such time, which are entitled to vote, in favor thereof.

The obligations of the Sponsor

specified in this Section 1 shall apply whether or not the Merger or any action described above is recommended by the board of

directors of SPAC or any committee thereof or the board of directors of SPAC or any committee thereof has previously recommended the Merger

or such action but changed its recommendation.

2. Waiver

of Anti-Dilution Protection. The Sponsor hereby irrevocably but conditioned upon the consummation of the Merger and the filing of

the Amended Pubco Charter, (i) agrees that pursuant to SPAC’s Organizational Documents, immediately prior to the Effective Time,

each issued and outstanding SPAC Class B Ordinary Shares shall be converted automatically into one (1) SPAC Class A Ordinary Shares (the

“Sponsor Share Conversion”), and (ii) waives any adjustment to the Sponsor Share Conversion pursuant to the

Initial Conversion Ratio (as such term is defined in the Organizational Documents of SPAC) to which it would otherwise be entitled

pursuant to Article 17 (Class B Share Conversion) of the Organizational Documents of SPAC and any other anti-dilution rights or

protections with respect to the Sponsor Share Conversion resulting from the Transactions.

3. No

Inconsistent Agreements. The Sponsor hereby covenants and agrees that the Sponsor shall not, at any time prior to the Termination

Date (as defined below), (i) enter into any voting agreement or voting trust with respect to any of the Covered Securities, which are

entitled to vote, that is inconsistent with Sponsor’s obligations pursuant to Section 1 of this Agreement, (ii) grant a

proxy or power of attorney with respect to any of the Covered Securities, which are entitled to vote, that is inconsistent with the Sponsor’s

obligations pursuant to Section 1 of this Agreement, or (iii) enter into any agreement or undertaking that is otherwise inconsistent

with, or would reasonably be expected to interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this

Agreement.

4. Termination.

This Agreement shall terminate, and no party shall have any further obligations or liabilities under this Agreement, upon the earliest

of (i) the termination of the Business Combination Agreement, in accordance with its terms, (ii) the Closing or (iii) the time this Agreement

is terminated upon the mutual written agreement of SPAC, the Company and the Sponsor (the earliest such date under clause (i), (ii) or

(iii) being referred to herein as the “Termination Date”); provided, that the provisions set forth in Sections

9 to 22 below shall survive the termination of this Agreement; provided further, that termination of this Agreement shall

not relieve any party hereto from any liability for any willful breach of, or actual fraud in connection with, this Agreement prior to

such termination.

5. Representations

and Warranties of the Sponsor. The Sponsor hereby represents and warrants to the Company and SPAC as follows:

(a) The

Sponsor is the record and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable

title to, the Covered Securities, free and clear of Liens other than as created by this Agreement, that certain letter agreement, dated

as of April 1, 2025, by and among SPAC, the Sponsor and certain other parties thereto (as amended, including by the Insider Letter Amendment,

the “Sponsor Letter Agreement”), the Sponsor’s Organizational Documents, the Founder Registration Rights

Agreement, and Permitted Liens. As of the date hereof, other than the Covered Securities, the Sponsor does not own beneficially or of

record any share capital of SPAC (or any securities, including warrants exercisable, convertible or exchangeable into share capital of

SPAC).

(b) The

Sponsor (i) except as provided in this Agreement and the Sponsor Letter Agreement, has full voting power, full power of disposition and

full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Covered Securities, which

are entitled to vote, (ii) has not entered into any voting agreement or voting trust or any other agreement or arrangement, including

any proxy, consent or power of attorney, with respect to any of the Covered Securities, which are entitled to vote, that is inconsistent

with the Sponsor’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any

of the Covered Securities, which are entitled to vote, that is inconsistent with the Sponsor’s obligations pursuant to this Agreement,

and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any agreement or

undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant

to this Agreement, and has no knowledge and is not aware of any such agreement or undertaking.

Sponsor (i) is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the

Laws of the jurisdiction of its organization, and (ii) has all requisite corporate or other power and authority and has taken all corporate

or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the transactions

contemplated hereby. This Agreement has been duly executed and delivered by Sponsor and constitutes a valid and binding agreement of the

Sponsor enforceable against Sponsor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,

reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general

principles of equity.

(d) Other

than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, if any, no filings,

notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required

to be obtained by Sponsor from, or to be given by Sponsor to, or be made by the Sponsor with, any Governmental Authority in connection

with the execution, delivery and performance by the Sponsor of this Agreement, the consummation of the transactions contemplated hereby

or the Merger and the other Transactions.

(e) The

execution, delivery and performance of this Agreement by the Sponsor do not, and the consummation of the transactions contemplated hereby

or the Merger and the other Transactions will not, constitute or result in (i) a breach or violation of, or a default under, the organizational

documents of the Sponsor, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination)

of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation

of a Lien on any of the properties, rights or assets of Sponsor pursuant to any Contract binding upon the Sponsor or, assuming (solely

with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section

5(d), under any Law to which the Sponsor is subject, or (iii) any change in the rights or obligations of any party under any Contract

legally binding upon the Sponsor, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination,

default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially

delay or impair Sponsor’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, the

consummation of the Merger or the other Transactions.

(f) As

of the date of this Agreement, there is no action, proceeding or investigation pending against the Sponsor or, to the actual knowledge

of the Sponsor’s managing member, threatened against the Sponsor that questions the beneficial or record ownership of the Covered

Securities, that would reasonably be expected to question the validity of this Agreement or to prevent or materially impair, enjoin or

delay the ability of the Sponsor to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

(g) The

Sponsor understands and acknowledges that SPAC and the Company are entering into the Business Combination Agreement in reliance upon the

Sponsor’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of the Sponsor

contained herein.

(h) Except

as described in the Business Combination Agreement or the SPAC Disclosure Schedules, no investment banker, broker, finder or other intermediary

is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which SPAC or the

Company is or will be liable in connection with the transactions contemplated hereby based upon arrangements made by or, to the actual

knowledge of the Sponsor’s managing member, on behalf of the Sponsor.

6. Certain

Covenants of the Sponsor. Except in accordance with the terms of this Agreement, the Sponsor hereby covenants and agrees as

follows:

(a) The

Sponsor shall not, directly or indirectly, prior to the Termination Date, except in connection with the consummation of the Merger or

with the prior written consent of the Company and SPAC, (i) sell, transfer, pledge, encumber, assign, hedge, swap, convert or otherwise

dispose of (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange

offer, by testamentary disposition, by operation of Laws or otherwise), either voluntarily or involuntarily (collectively, “Transfer”),

enter into any Contract or option with respect to the Transfer of any of the Covered Securities or establish or increase a put equivalent

position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any

of the Covered Securities; (ii) publicly announce any intention to effect any transaction specified in clause (i) or (iii) take any action

that would make any representation or warranty of Sponsor contained herein untrue or incorrect or have the effect of preventing or disabling

the Sponsor from performing its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer to

an Affiliate of the Sponsor or any other Transfer permitted by clauses (i) through (vii) of Section 8(c) of the Insider Letter (a “Permitted

Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer,

the transferee agrees to assume all of the obligations of the Sponsor under, and be bound by all of the terms of, this Agreement; provided,

further, that any Transfer permitted under this Section ‎6(a) shall not relieve the Sponsor of its obligations under this Agreement.

Any Transfer in violation of this Section ‎6(a) with respect to the Covered Securities shall be null and void. Nothing in this

Agreement shall prohibit direct or indirect transfers of equity or other interests in the Sponsor.

(b) The

Sponsor hereby authorizes SPAC to maintain a copy of this Agreement at either the executive office or the registered office of SPAC.

Sponsor shall not commence, join in, facilitate, assist or encourage, and shall take all actions necessary to opt out of any class in

any class action with respect to, any claim, derivative or otherwise, against any of the Company, SPAC or any of their respective successors

or assigns, challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or alleging a breach of

any fiduciary duty of any Person in connection with the evaluation, negotiation or entry into the Business Combination Agreement.

7. Further

Assurances. From time to time, at SPAC’s or the Company’s request and without further consideration, the Sponsor

shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to effect the actions

and consummate the transactions contemplated by this Agreement. The Sponsor further agrees not to commence or participate in, and to

take all actions necessary to opt out of any class action with respect to, any action or claim, derivative or otherwise, against SPAC,

the Company or any of their respective Affiliates, successors and assigns relating to the negotiation, execution or delivery of this

Agreement, the Business Combination Agreement or the consummation of the Transactions.

8. Changes

in Share Capital. In the event of a share split, capitalization or distribution, or any change in SPAC’s share capital

by reason of any split-up, reverse share split, recapitalization, combination, reclassification, exchange of shares or the like, the

terms “Sponsor Shares” and “Covered Securities” shall be deemed to refer to and include such shares as well as

all such share dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged

or which are received in such transaction.

9. Binding

Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the

parties hereto and their respective permitted successors and assigns. No party hereto shall assign this Agreement or any part hereof

without the prior written consent of the other parties, and any purported assignment, transfer or delegation without such consent shall

be null and void ab initio; provided that no such assignment shall relieve the assigning party of its obligations hereunder; provided,

further, that the foregoing shall not prohibit any Permitted Transfer in accordance with Section ‎6(a).

10. Third

Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the

transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person that is

not a party hereto or thereto or a successor or permitted assign of such a party.

11. Governing

Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed

by and construed in accordance with the Laws of the State of New York without regard to the conflict of laws principles thereof. All

Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located

in New York, New York (or in any appellate court thereof) (the “Specified Courts”). Each party hereto hereby

(a) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this

Agreement brought by any party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise,

in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt

or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper,

or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that

a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other

manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other

Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies

of such process to such party at the applicable address set forth or referred to in Section 14. Nothing in this Section 11

shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

12. WAIVER

OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY

HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT

OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY

OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) ACKNOWLEDGES

THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS

IN THIS SECTION 12.

13. Interpretation.

The titles and subtitles contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties

and shall not in any way affect the meaning or interpretation of this Agreement. In this Agreement, unless the context otherwise requires:

(i) any pronoun used shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and

verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means

including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be

followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and “hereby”

and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any

particular section or other subdivision of this Agreement; (iv) the word “if” and other words of similar import when used

herein shall be deemed in each case to be followed by the phrase “and only if”; and (v) the term “or” means “and/or”.

The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question

of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption

or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

14. Notices.

All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when

delivered (i) in person, (ii) by email, with affirmative confirmation of receipt, (iii) one Business Day after being sent, if sent by

reputable, internationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered

or certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following addresses (or at such

other address for a party as shall be specified by like notice):

to SPAC, to:

Sizzle Acquisition Corp. II

4201 Georgia Avenue NW

Washington DC 20011

Attn: Steve Salis

E-mail:

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

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Attn: Matthew A. Gray, Esq.; Stuart Neuhauser, Esq.

Telephone No.: (212) 370-1300

Email: mgray@egsllp.com; sneuhauser@egsllp.com

If to Sponsor, to:

VO Sponsor II, LLC

4201 Georgia Avenue NW

Washington DC 20011

Attn: Steve Salis

E-mail:

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

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Attn: Matthew A. Gray, Esq.; Stuart Neuhauser, Esq.

Telephone No.: (212) 370-1300

Email: mgray@egsllp.com; sneuhauser@egsllp.com

If to the Company, to:

Trasteel Holding S.A.

33 Rue du Puits Romain

8070 Bertrange, Luxembourg

Attn: Gianfranco Imperato

E-mail:

with a copy (which will not constitute notice)

to:

Greenberg Traurig, LLP

One Vanderbilt Avenue

New York, NY 10017

Attn: Adam Namoury, Esq.; Alan Annex,

Esq.

Email: adam.namoury@gtlaw.com;

alan.annex@gtlaw.com

15. Amendments

and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived

(either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of SPAC, the

Company and the Sponsor. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No

waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be

or construed as a further or continuing waiver of any such term, condition, or provision.

16. Severability.

In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified

or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity,

legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity,

legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or

other provision is invalid, illegal or incapable of being enforced, the parties will substitute for any invalid, illegal or unenforceable

provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose

of such invalid, illegal or unenforceable provision.

17. Specific

Performance. The Sponsor acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in

the event of a breach of this Agreement by such party, money damages will be inadequate and SPAC and the Company will not have an adequate

remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed

by the Sponsor in accordance with their specific terms or were otherwise breached. Accordingly, SPAC and the Company, shall be entitled

to an injunction or restraining order to prevent breaches of this Agreement by the Sponsor and to enforce specifically the terms and

provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this

being in addition to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.

18. Expenses.

Each party shall be responsible for its own fees and expenses (including the fees and expenses of investment bankers, accountants and

counsel) in connection with the entering into of this Agreement, the performance of its obligations hereunder and the consummation of

the transactions contemplated hereby; provided, that in the event of any Action arising out of or relating to this Agreement, the non-prevailing

party in any such Action will pay its own expenses and the reasonable documented out-of-pocket expenses, including reasonable attorneys’

fees and costs, reasonably incurred by the prevailing party.

19. No

Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship among the Sponsor, SPAC

and the Company, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship

among the parties hereto. Nothing contained in this Agreement shall be deemed to vest in SPAC or the Company any direct or indirect ownership

or incidence of ownership of or with respect to any Covered Securities. All rights, ownership and economic benefits of and relating to

the Covered Securities of the Sponsor shall remain vested in and belong to the Sponsor, and neither SPAC nor the Company shall have any

authority to manage, direct, restrict, regulate, govern or administer any of the policies or operations of the Sponsor or exercise any

power or authority to direct the Sponsor in the voting or disposition of any of the Covered Securities, except as otherwise provided

herein.

20. Non-Recourse.

This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement

or the transactions contemplated hereby may only be brought against, the entities that are expressly named as parties hereto, and then

only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this

Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present

or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative

or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member,

partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing shall have any liability

(whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other

obligations or liabilities of any one or more of SPAC, the Company or the Sponsor (or either of them) under this Agreement of or for

any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

21. Entire

Agreement. This Agreement (together with the Business Combination Agreement and the Insider Letter to the extent referred

to herein) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and

any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled; provided,

that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Business Combination

Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies

of SPAC or the Company or any of the obligations of the Sponsor under any other agreement between the Sponsor and SPAC or the Company

or any certificate or instrument executed by the Sponsor in favor of SPAC or the Company, and nothing in any other agreement, certificate

or instrument shall limit any of the rights or remedies of SPAC or the Company or any of the obligations of the Sponsor under this Agreement.

22. Counterparts.

This Agreement may be executed and delivered (including by electronic signature or by email in portable document format) in two or more

counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original

but all of which taken together shall constitute one and the same agreement.

[The remainder of this page is intentionally

left blank.]

IN WITNESS WHEREOF the Parties

have hereunto caused this Agreement to be duly executed as of the date first above written.

SPAC:

SIZZLE ACQUISITION CORP. II

By: /s/ Steve Salis

Name:

Steve Salis

Title:

Chief Executive Officer

By: /s/ Jamie Karson

Name:

Jamie Karson

Title:

Non-Executive Vice Chairman

The Company:

TRASTEEL HOLDING S.A.

By: /s/ Gianfranco Imperato

Name:

Gianfranco Imperato

Title:

Group Chief Executive Officer

The Sponsor:

VO SPONSOR II, LLC

By:

VO SPONSOR MANAGEMENT, LLC, its managing member

By: /s/ Steve Salis

Name:

Steve Salis

Title:

Managing Member

{Signature Page to Sponsor Support Agreement}

EX-10.2

Filename: ea028658801ex10-2.htm · Sequence: 4

Exhibit 10.2

FORM OF LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this

“Agreement”) is made and entered into as of April 13, 2026 by and between (i) Sizzle Acquisition Corp. II,

a Cayman Islands exempted company (together with its successors, the “SPAC”), and (ii) the undersigned (“Holder”).

Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the BCA (as defined below).

WHEREAS, on or about

the date hereof, the SPAC and Trasteel Holding S.A., a Luxembourg company (the “Company”), have entered into,

and upon execution of a Joinder, (i) a to-be-formed Luxembourg corporation in the form of a public limited liability company (société

anonyme) to be registered with Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) (“Pubco”)

and (ii) a to-be-formed Cayman Islands exempted company with limited liability which will be a wholly-owned subsidiary of Pubco (“Merger

Sub”) will enter into, that certain Business Combination Agreement (as amended from time to time in accordance with the

terms thereof, the “BCA”);

WHEREAS, pursuant to

the BCA, subject to the terms and conditions thereof, among other matters, upon the consummation of the transactions contemplated by the

BCA (the “Closing”): (a) Merger Sub will merge with and into SPAC, with SPAC continuing as the surviving entity

(the “Merger”) and, in connection therewith, each issued and outstanding security of SPAC immediately prior

to the Closing will no longer be outstanding and will automatically be cancelled in exchange for the right of the holder thereof to receive

a substantially equivalent security of Pubco; (b) Pubco will acquire all of the issued and outstanding ordinary shares of the Company

(the “Purchased Shares”) from the Company’s shareholders (collectively, the “Sellers”)

in exchange for Pubco ordinary shares (the “Share Exchange” and, together with the Merger and the other transactions

contemplated by the BCA and the Ancillary Documents, the “Transactions”), and any outstanding convertible securities

of the Company (other than Convertible Bridge Financing Debt) will be terminated; and (c) as a result of such Transactions, SPAC and the

Company each will become wholly-owned subsidiaries of Pubco, and Pubco will become a publicly traded company;

WHEREAS, as of the

date hereof, Holder is a holder of the Company Ordinary Shares, as set forth underneath Holder’s name on the signature page hereto;

and

WHEREAS, pursuant to

the BCA, and in view of the valuable consideration to be received by Holder thereunder, the parties desire to enter into this Agreement,

pursuant to which the Pubco Ordinary Shares to be received by Holder in the Transactions (all such securities, including, without limitation,

the Exchange Consideration, together with any securities paid as dividends or distributions with respect to such securities or into which

such securities are exchanged or converted, the “Restricted Securities”) shall become subject to limitations

on disposition as set forth herein.

NOW, THEREFORE, in

consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to

be legally bound hereby, the parties hereby agree as follows:

1. Lock-Up

Provisions.

(a) Holder

hereby agrees not to during the period (the “Lock-Up Period”) commencing from the date of the Closing and ending

on the earlier of (i) six (6) months after the Closing, or (ii) subsequent to the Closing, the date on which the Pubco completes a liquidation,

merger, share exchange, reorganization or other similar transaction that results in all of Pubco’s shareholders having the right

to exchange their shares for cash, securities or other property: (A) lend, offer, pledge, hypothecate, encumber, donate, assign, sell,

contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant

to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (B) enter into any swap or other

arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities,

or (C) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (A), (B) or (C) above

is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses

(A), (B) or (C) (a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer or other disposition

of any or all of the Restricted Securities owned by Holder (I) by gift, (II) by will or other testamentary document or intestate succession

upon the death of Holder, or by legal guardian or conservator upon the legal incapacity of Holder, (III) to any Permitted Transferee (defined

below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection

with the dissolution of marriage or civil union, (V) to Pubco pursuant to any contractual arrangement in effect on the date of this Agreement

that provides for the repurchase of Pubco Ordinary Shares in connection with the termination of the undersigned’s employment with

or services to Pubco, (VI) the exercise of any options, warrants or other rights to acquire Pubco Ordinary Shares or other securities

convertible into or exercisable or exchangeable for Pubco Ordinary Shares (including any cashless or net exercise thereof); provided,

however, that any Pubco Ordinary Shares or other Restricted Securities received upon such exercise shall remain subject to the restrictions

set forth in this Agreement; (VII) the entry, by Holder, at any time after the Closing, of any trading plan providing for the sale of

Restricted Securities by Holder, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act; provided, however,

that such plan does not provide for, or permit, the sale or transfer of any Restricted Securities during the Lock-Up Period, (VIII) transfers

to Pubco (or withholding by Pubco) of Restricted Securities in connection with the payment of taxes or tax withholding obligations arising

upon the vesting, settlement or exercise of any equity-based award (including options, restricted stock units or other equity-based compensation

awards) granted by Pubco; (IX) transfers to any charitable organization described in Section 501(c)(3) of the Code (including any transfer

to a donor-advised fund, private foundation or similar charitable vehicle); (X) transfers of Restricted Securities to any individual retirement

account (IRA), 401(k) plan, or other tax-qualified retirement or savings plan for the benefit of Holder; (XI) transfers relating to Pubco

Ordinary Shares or other securities convertible into or exercisable or exchangeable for Pubco Ordinary Shares acquired in open market

transactions after the Closing; provided that (1) no such transaction described in this clause (XI) is required to be, or is, publicly

announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the Lock-Up Period,

and (2) for the avoidance of doubt, this exception applies only to Pubco Ordinary Shares or other securities acquired by Holder in open

market transactions after the Closing and does not apply to any Restricted Securities held by Holder immediately after the Closing; provided,

however, that in any of cases (I), (II), (III), (IV), (IX) or (X) above, it shall be a condition to such transfer that the transferee

executes and delivers to Pubco an agreement stating that the transferee is receiving and holding the Restricted Securities subject to

the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in

accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the

members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to

any natural person, any of the following: such person’s spouse, the siblings of such person and his or her spouse, and the direct

descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings), (2)

any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, the trustor or beneficiary

of such trust or to the estate of a beneficiary of such trust, (4) if Holder is an entity, as a distribution to limited partners, stockholders,

members or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder, or (5) any affiliate of Holder.

Holder further agrees to execute such agreements as may be reasonably requested by Pubco that are consistent with the foregoing or that

are necessary to give further effect thereto.

(b) If

any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be

null and void ab initio, and Pubco shall refuse to recognize any such purported transferee of the Restricted Securities as one of its

equity holders for any purpose. In order to enforce this Section 1, Pubco may impose stop-transfer instructions with respect

to the Restricted Securities of Holder (and Permitted Transferees and assigns thereof) until the end of the applicable Lock-Up Period.

For the avoidance of doubt, the enforcement of the restrictions set forth in this Section 1 against any Seller shall be without

prejudice to the rights of Pubco to enforce such restrictions against any other Seller, and the failure or inability to enforce such restrictions

against any Seller shall not affect the enforceability of such restrictions against any other Seller.

the applicable Lock-Up Period, each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted with a legend

in substantially the following form, in addition to any other applicable legends:

“THE SECURITIES REPRESENTED BY THIS

CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF APRIL 13, 2026, BY AND AMONG THE ISSUER

OF SUCH SECURITIES (THE “ISSUER”), A CERTAIN REPRESENTATIVE OF THE ISSUER NAMED THEREIN AND THE ISSUER’S SECURITY HOLDER

NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN

REQUEST.”

(d) For

the avoidance of any doubt, Holder shall retain all of its rights as a stockholder of Pubco during the applicable Lock-Up Period, including

the right to vote any Restricted Securities, subject to the terms of the BCA.

2. Miscellaneous.

(a) Termination

of BCA. This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement

shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the BCA is

terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall

automatically terminate and be of no further force or effect.

(b) Binding

Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties

hereto and their respective permitted successors and assigns. This Agreement and all obligations of Holder are personal to Holder and

may not be transferred or delegated by Holder at any time and any such purported transfer shall be null and void. Pubco may freely assign

any or all of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation, equity

sale, asset sale or otherwise) without obtaining the consent or approval of Holder.

Parties. Except as set forth in this Section 2(c), nothing contained in this Agreement or in any instrument or document executed by

any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the

benefit of, any person or entity that is not a party hereto or thereto or a successor or permitted assign of such a party. Notwithstanding

the foregoing, VO Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), is hereby made an express

third-party beneficiary of this Agreement with the right to enforce the provisions hereof against Holder as if the Sponsor were an original

party hereto.

(d) Governing

Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by

and construed in accordance with the Laws of the State of New York without regard to the conflict of laws principles thereof. All Actions

arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York,

New York (or in any appellate court thereof) (the “Specified Courts”). Each party hereto hereby (a) submits

to the exclusive jurisdiction of any Specified Courts for the purpose of any Action arising out of or relating to this Agreement brought

by any party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action,

any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from

attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement

or the transactions contemplated hereby may not be enforced in or by any Specified Courts. Each party agrees that a final judgment in

any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

Each party irrevocably consents to the service of the summons and complaint and any other process in any other Action relating to the

transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such

party at the applicable address set forth in Section 2(f) (and in the case of Holder, the address set forth on such Holder’s

signature page). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted

by applicable law.

(e) WAIVER

OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO

A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS

CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,

THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE

OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION

2(e).

(f) Interpretation.

The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this

Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding

masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii)

“including” (and with correlative meaning “include”) means including without limiting the generality of any description

preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii)

the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall

be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement;

and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting of

this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed

as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue

of the authorship of any provision of this Agreement.

(g) Notices.

All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when

delivered (i) in person, (ii) by electronic means (including email), with affirmative confirmation of receipt, (iii) one Business Day

after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed,

if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following

addresses (or at such other address for a party as shall be specified by like notice):

If to Pubco or SPAC prior to the Closing, to:

Sizzle Acquisition Corp. II

4201 Georgia Avenue NW

Washington DC 20011

Attn: Steve Salis

E-mail:

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

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105, U.S.A.

Attn: Matthew A. Gray, Esq.; Stuart Neuhauser, Esq.

E-mail: mgray@egsllp.com; sneuhauser@egsllp.com

If to Pubco or SPAC after the Closing, to:

Trasteel Holding S.A.

33 Rue du Puits Romain

8070 Bertrange, Luxembourg

Attn: Gianfranco Imperato

E-mail:

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

Greenberg Traurig, LLP

One Vanderbilt Avenue

New York, NY 10017

Attn: Adam Namoury, Esq., Alan Annex, Esq.

Email: adam.namoury@gtlaw.com; alan.Annex@gtlaw.com

If to Holder, to: the address set forth below Holder’s name on the signature page to this Agreement.

(h) Amendments

and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally

or in a particular instance, and either retroactively or prospectively) only with the written consent of Pubco, SPAC, Sponsor and Holder,

and Sponsor shall be an express third-party beneficiary of this Agreement for purposes of this Section 2(h). No failure or delay

by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or

provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any

such term, condition, or provision.

(i) Severability.

In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a court of competent jurisdiction, such provision

shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable,

and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby

nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination

that any term or other provision is invalid, illegal or incapable of being enforced, the parties will substitute for any invalid, illegal

or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent

and purpose of such invalid, illegal or unenforceable provision.

(j) Specific

Performance. Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of

a breach of this Agreement by Holder, money damages will be inadequate and Pubco will have no adequate remedy at law, and agrees that

irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by Holder in accordance with

their specific terms or were otherwise breached. Accordingly, Pubco shall be entitled to an injunction or restraining order to prevent

breaches of this Agreement by Holder and to enforce specifically the terms and provisions hereof, without the requirement to post any

bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which

such party may be entitled under this Agreement, at law or in equity. For the avoidance of doubt, the right of Pubco to seek specific

performance or injunctive relief against any Seller shall be exercisable independently with respect to each Seller, and the exercise or

non-exercise of such right against any one Seller shall not affect Pubco’s right to seek such relief against any other Seller.

(k) Entire

Agreement. This Agreement, together with the BCA to the extent referred to herein, constitutes the full and entire understanding and

agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject

matter hereof existing between the parties is expressly canceled; provided, that, for the avoidance of doubt, the foregoing

shall not affect the rights and obligations of the parties under the BCA or any Ancillary Document. Notwithstanding the foregoing, nothing

in this Agreement shall limit any of the rights or remedies of the Pubco or any of the rights, remedies or obligations of Holder under

any other agreement between Holder and Pubco or any certificate or instrument executed by Holder in favor of Pubco, and nothing in any

other agreement, certificate or instrument shall limit any of the rights, remedies or obligations of Pubco or any of the rights, remedies

or obligations of Holder under this Agreement.

(l) Further

Assurances. From time to time, at another party’s reasonable request and without further consideration (but at the requesting

party’s reasonable cost and expense), each party shall execute and deliver such additional documents and take all such further action

as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

(m) Addition

of Pubco as a Party. The parties hereby agree to add Pubco as a party to this Agreement upon Pubco’s execution and delivery

to SPAC and Holder of a joinder agreement in the form attached as Exhibit A hereto (a “Lock-Up Joinder”).

Upon Pubco’s execution of this Agreement through the execution and delivery of the Lock-Up Joinder, Pubco agrees to be bound by

and subject to all of the terms and conditions of this Agreement as the original “Pubco” party hereto. The rights and obligations

of Pubco under this Agreement shall not be effective until the execution and delivery by Pubco of a Lock-Up Joinder. Without limiting

the foregoing, notwithstanding anything to the contrary contained in this Agreement, in the event that prior to Pubco’s execution

and delivery of a Lock-Up Joinder, a party seeks to take an action, omission, waiver or amendment that requires the consent, approval

or agreement of Pubco under this Agreement, the consent, approval or agreement of Pubco shall not be required for purposes of this Agreement

to take such action, omission, waiver or amendment.

(n) Counterparts.

This Agreement may be executed and delivered (including by electronic signature or by email in portable document form) in two or more

counterparts and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original,

but all of which taken together shall constitute one and the same agreement.

{Remainder of Page Intentionally Left Blank;

Signature Pages Follow}

IN WITNESS WHEREOF, the parties have executed

this Lock-Up Agreement as of the date first written above.

SPAC:

Sizzle Acquisition Corp. II

By:

Name:

Steve Salis

Title:

Chief Executive Officer

By:

Name:

Jamie Karson

Title:

Non-Executive Vice Chairman

{Additional Signature on the Following Page}

{Signature Page to Lock-Up Agreement}

IN WITNESS WHEREOF, the parties have executed

this Lock-Up Agreement as of the date first written above.

Holder:

Name of Holder: [__]

By:

Name:

Title:

Company Ordinary Shares:

Number of Company Ordinary Shares:_____________________________

__________________________________________________________

Address for Notice:

Address: _________________________________________________

_________________________________________________________

Telephone No.: ____________________________________________

Email: ___________________________________________________

{Signature Page to Lock-Up Agreement}

Exhibit A

Form of Pubco Joinder to

Lock-Up Agreement

This Joinder Agreement, dated

as of [●], 2026 (this “Joinder Agreement”), is executed and delivered by [Pubco], a Luxembourg

corporation in the form of a public limited liability company (société anonyme) registered with Luxembourg Trade and Companies

dated as of April 13, 2026 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the

“Lock-Up Agreement”), by and between (i) Sizzle Acquisition Corp. II, a Cayman Islands exempted company (together

with its successors, the “SPAC”), and (ii) the shareholder (“Holder”) of the Company

(as defined in the Lock-Up Agreement) named therein. Capitalized terms used but not otherwise defined herein have the respective meanings

set forth in the Lock-Up Agreement (or if not defined therein, in the BCA).

1. Joinder to the Lock-Up Agreement. Upon the execution of this Joinder Agreement by Pubco and delivery

hereof to the SPAC and Holder, Pubco shall become party to the Lock-Up Agreement, and shall be bound by and subject to all of the terms

and conditions of the Lock-Up Agreement, as the original “Pubco” party thereto. Pubco hereby acknowledges that it has received

and reviewed a complete copy of the Lock-Up Agreement.

2. Incorporation by Reference. All terms and conditions of the Lock-Up Agreement are hereby incorporated

by reference in this Joinder as if set forth herein in full.

IN WITNESS WHEREOF, Pubco has duly executed and

delivered this Joinder Agreement as of the date first above written.

Pubco:

[Pubco]

By:

Name:

Title:

{Signature Page to Lock-Up Joinder}

EX-10.3 — FORM OF COMPANY SUPPORT AGREEMENT, DATED AS OF APRIL 13, 2026, BY AND AMONG SIZZLE II, THE COMPANY AND THE HOLDER OF COMPANY ORDINARY SHARES NAMED THEREIN

EX-10.3

Filename: ea028658801ex10-3.htm · Sequence: 5

Exhibit 10.3

FORM OF SUPPORT AGREEMENT

This Voting and Support Agreement

(this “Agreement”) is made as of April 13, 2026, by and among (i) Sizzle Acquisition Corp. II, a Cayman

Islands exempted company (together with its successors, “SPAC”), (ii) Trasteel Holding S.A., a Luxembourg

company (the “Company”), and (iii) the undersigned shareholder (“Holder”) of the Company.

Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the BCA (as defined below).

WHEREAS, on or about

the date hereof, SPAC and the Company have entered into, and upon execution of a Joinder, (i) a to-be-formed Luxembourg corporation in

the form of a public limited liability company (société anonyme) to be registered with Luxembourg Trade and Companies Register

(Registre de Commerce et des Sociétés) (“Pubco”) and (ii) a to-be-formed Cayman Islands exempted

company with limited liability which will be a wholly-owned subsidiary of Pubco (“Merger Sub”) will enter into,

that certain Business Combination Agreement (as amended from time to time in accordance with the terms thereof, the “BCA”),

pursuant to which, among other matters, upon the consummation of the transactions contemplated thereby (the “Closing”):

(a) Merger Sub will merge with and into SPAC, with SPAC continuing as the surviving entity (the “Merger”) and,

in connection therewith, each issued and outstanding security of SPAC immediately prior to the Closing will no longer be outstanding and

will automatically be cancelled in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco;

(b) Pubco will acquire all of the issued and outstanding ordinary shares of the Company (the “Purchased Shares”)

from the Company’s shareholders (collectively, the “Sellers”) in exchange for Pubco ordinary shares (the

“Share Exchange” and, together with the Merger and the other transactions contemplated by the BCA and the Ancillary

Documents, the “Transactions”), and any outstanding convertible securities of the Company (other than Convertible

Bridge Financing Debt) will be terminated; and (c) as a result of such Transactions, SPAC and the Company each will become wholly-owned

subsidiaries of Pubco, and Pubco will become a publicly traded company, all upon the terms and subject to the conditions set forth in

the BCA and in accordance with the provisions of the Cayman Companies Act, the Luxembourg Companies Act and other applicable Law;

WHEREAS, the Board

of Directors of the Company has (a) approved and declared advisable the BCA, the Ancillary Documents and the Transactions, (b) determined

that the Transactions are fair to and in the best interests of the Company and its shareholders (the “Company Shareholders”),

and (c) recommended the approval and the adoption by each of the Company Shareholders of the BCA, the Ancillary Documents, and the Transactions;

and

WHEREAS, as of the

date hereof, Holder is the sole record holder and sole beneficial owner (as such term is defined in Rule 13d-3 under the Exchange

Act, which meaning shall apply for all purposes of this Agreement whenever the term “beneficial” or “beneficially”

is used), and has full voting power over the number of Company Ordinary Shares set forth underneath Holder’s name on the signature

page hereto (together with any Company Ordinary Shares or other equity interests of the Company which Holder may beneficially own, hold

or otherwise have voting power after the date hereof, the “Subject Shares”); and

WHEREAS, as a condition

to the willingness of SPAC to enter into the BCA, and as an inducement and in consideration therefor, and in view of the valuable consideration

to be received by Holder thereunder, and the expenses and efforts to be undertaken by SPAC and the Company to consummate the Transactions,

SPAC, the Company and Holder desire to enter into this Agreement in order for Holder to provide certain assurances to SPAC and the Company

regarding the manner in which Holder is bound hereunder during the period from and including the date hereof through and including the

date on which this Agreement is terminated in accordance with Section 5(a) hereof (the “Voting Period”)

to vote its Subject Shares in favor of the BCA, the Ancillary Documents and the Transactions, and to provide such additional agreements,

instruments or documents as required or contemplated by the BCA and the Ancillary Documents.

NOW, THEREFORE, in

consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to

be legally bound hereby, the parties hereby agree as follows:

1. Covenant

to Vote in Favor of Transactions and Other Actions in Connection with the Transactions. Holder hereby agrees, with respect to

all of the Subject Shares:

(a) during

the Voting Period, at each meeting of the Company Shareholders or any class or series thereof, and in each written consent or resolutions

of any of the Company Shareholders in which Holder is entitled to vote or consent as a shareholder of the Company (which written consent

shall be delivered promptly after the Company requests such delivery), Holder hereby unconditionally and irrevocably agrees to be present

for any such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum and vote (in person or by proxy),

or consent to any action by written consent or resolution, in accordance with the applicable provisions of the Company’s Organizational

Documents and applicable law (including the Luxembourg Companies Act) and with respect to, as applicable, the Subject Shares (i) in favor

of, and adopt, the BCA, the Ancillary Documents, any amendments to the Company’s Organizational Documents, the Share Exchange and

all of the other Transactions and any other matters expressly contemplated by the BCA and reasonably necessary to consummate the Transactions,

(ii) in favor of the other matters set forth in the BCA, and (iii) to vote the Subject Shares in opposition to: (A) any Acquisition Proposal

or Alternative Transaction and any and all other proposals (x) for the acquisition of the Company, (y) that could reasonably be expected

to delay or impair the ability of the Company to consummate the Share Exchange or any of the other Transactions, or (z) which are in competition

with or materially inconsistent with the BCA or the Ancillary Documents; (B) other than as contemplated by the BCA, any material change

in (x) the present capitalization of the Company or any amendment of the Company’s Organizational Documents or (y) the Company’s

corporate structure or business; or (C) any other action or proposal involving any Target Company that is intended, or would reasonably

be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the Transactions or would

reasonably be expected to result in any of the conditions to the Closing under the BCA not being fulfilled;

(b) to,

as promptly as practicable after the Registration Statement Effective Date, complete, execute and deliver to SPAC and the Company a Share

Exchange Agreement for the Subject Shares containing an acknowledgement by Holder that it has received the definitive Proxy Statement

prospectus with respect to the Transactions, and to comply with the terms of the Share Exchange Agreement, including consummating the

Share Exchange with respect to the Subject Shares contemplated thereby;

limiting Section 1(b) above, to promptly execute and deliver all related documentation and take such other action in support of

the BCA, any Ancillary Documents, the Share Exchange and any of the other Transactions as shall reasonably be requested by SPAC or the

Company in order to carry out the terms and provisions of this Section 1, including (i) any actions by written consent of the Company

Shareholders presented to Holder, and (ii) any applicable Ancillary Documents, customary instruments of conveyance and transfer, and any

consent, waiver, governmental filing, and any similar or related documents;

(d) except

as contemplated by the BCA or the Ancillary Documents, not make, or in any manner participate in, directly or indirectly, a “solicitation”

of “proxies” or consents (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote,

or seek to advise or influence any Person with respect to the voting of, any Subject Shares in connection with any vote or other action

with respect to the Transactions, other than to recommend that the Company Shareholders vote in favor of adoption of the BCA and the Transactions

and any other proposal the approval of which is a condition to the obligations of the parties under the BCA (and any actions required

in furtherance thereof and otherwise as expressly provided by Section 1 of this Agreement);

(e) to

refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to the BCA,

the Ancillary Documents and any of the Transactions; and

(f) that

Holder hereby unconditionally and irrevocably waives any and all pre-emption rights, rights of first offer, rights of first refusal, rights

of participation, tag-along rights and all other similar rights that Holder may have in respect of the BCA or the Transactions, whether

such rights arise from the Company’s Organizational Documents, any other agreement, contract and/or arrangement (whether written

or unwritten), at Law or otherwise.

2. Other

Covenants.

(a) No

Transfers. Holder agrees that during the Voting Period it shall not, and shall cause its Affiliates not to, without SPAC’s prior

written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of

(including by gift) (collectively, a “Transfer”); (B) enter into any contract, option, derivative, hedging or

other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer

of, any or all of the Subject Shares (provided, however, that Holder may transfer, directly or indirectly, all or any of the Subject Shares

(i) to one or more of its Affiliates, (ii) as a bona fide gift or gifts, or to a charitable organization; (iii) to a trust, or other entity

formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of the

undersigned or any other person with whom the undersigned has a relationship by blood, marriage or adoption not more remote than first

cousin; or (iv) by operation of law, such as pursuant to a qualified domestic order or the dissolution of marriage or civil union (including,

without limitation, a divorce settlement)) so long as each such transferee agrees to become a party to this Agreement and be bound by

the terms hereof applicable to Holder pursuant to a customary joinder); (C) grant any proxies or powers of attorney with respect to any

or all of the Subject Shares, except as provided for in this Agreement; (D) permit to exist any lien of any nature whatsoever (other than

those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date

hereof) with respect to any or all of the Subject Shares; (E) not to deposit, and to cause its Affiliates not to deposit, except as provided

in this Agreement, any Subject Shares owned by Holder or its Affiliates in a voting trust or subject any Subject Shares to any arrangement

or agreement with respect to the voting of such Subject Shares, unless specifically requested to do so by SPAC and the Company in connection

with the BCA, the Ancillary Documents or any of the Transactions or (F) take any action that would have the effect of preventing, impeding,

interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees

that it shall not permit any Transfer of the Subject Shares in violation of this Agreement. Holder agrees with, and covenants to, SPAC

that Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest

representing any Subject Shares during the term of this Agreement without the prior written consent of SPAC (other than any Transfer expressly

permitted above), and the Company hereby agrees that it shall not effect any such Transfer.

(b) Changes

to Subject Shares. In the event of an equity dividend or distribution, or any change in the equity interests of the Company by reason

of any equity dividend or distribution, equity split, recapitalization, combination, conversion, domestication, exchange of equity interests

or the like, the term “Subject Shares” shall be deemed to refer to and include the Subject Shares as well as all such equity

dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged or

which are received in such transaction. Holder agrees during the Voting Period to notify SPAC and the Company promptly in writing of the

number and type of any changes to Holder’s ownership of or voting rights with respect to the Subject Shares, upon Holder’s

acquisition or commitment to acquire any additional Subject Shares or upon any other changes involving Holder relating to the equity interests

or securities convertible or exercisable for equity interests of the Company.

with BCA. Holder agrees during the Voting Period not to take or agree or commit to take any action that would make any representation

and warranty of Holder contained in this Agreement inaccurate in any material respect. Holder further agrees that it shall use its commercially

reasonable efforts to cooperate with SPAC and the Company to effect the Share Exchange and all of the other Transactions, the BCA, the

Ancillary Documents and the provisions of this Agreement. During the Voting Period, Holder shall not, in its capacity as a holder of Subject

Shares, authorize or take, or permit any of its Representatives to take, any action with respect to the Subject Shares that would reasonably

be expected to prevent or materially delay Holder’s performance of this Agreement.

(d) Registration

Statement. During the Voting Period, Holder agrees to provide to SPAC, the Company and their respective Representatives any information

regarding Holder or the Subject Shares that is reasonably requested by SPAC, the Company or their respective Representatives for inclusion

in the Registration Statement.

(e) Publicity.

Holder shall not issue any press release or otherwise make any public statements with respect to the Transactions or this Agreement or

the transactions contemplated herein without the prior written approval of SPAC and the Company. Holder hereby authorizes SPAC and the

Company to publish and disclose in any announcement or disclosure required by the SEC, the Applicable Exchange or the Registration Statement

(including all documents and schedules filed with the SEC in connection with the foregoing), Holder’s identity and ownership of

the Subject Shares and the nature of Holder’s commitments and agreements under this Agreement, the BCA and any other Ancillary Documents.

(f) No

Solicitation. Holder agrees to be bound by and subject to Section 8.6 (No Solicitation) of the BCA to the same extent as such provisions

apply to the Company as if Holder was a party thereto.

3. Representations

and Warranties of Holder. Holder hereby represents and warrants to SPAC and the Company as follows:

(a) Binding

Agreement. Holder (i) if a natural person, is of legal age to execute this Agreement and is legally competent to do so and (ii) if

not a natural person, is (A) a corporation, limited liability company, company, partnership or other entity duly organized and validly

existing under the laws of the jurisdiction of its organization and (B) has all necessary power and authority to execute and deliver this

Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person,

the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated

hereby by Holder has been duly authorized by all necessary action on the part of Holder. This Agreement, assuming due authorization, execution

and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of Holder, enforceable against Holder

in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization,

moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable

principles). Holder understands and acknowledges that each of SPAC and the Company is entering into the BCA in reliance upon the execution

and delivery of this Agreement by Holder.

(b) Ownership

of Subject Shares. As of the date hereof, Holder has beneficial ownership over the type and number of Subject Shares set forth under

Holder’s name on the signature page hereto, is the lawful owner of such Subject Shares, has the sole power to vote or cause to be

voted such Subject Shares (to the extent the Subject Shares have associated voting rights), and has good and valid title to such Subject

Shares, free and clear of any and all Liens of any nature or kind whatsoever, other than those imposed by this Agreement, applicable securities

Laws or the Company’s Organizational Documents, as in effect on the date hereof. There are no claims for finder’s fees or

brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby pursuant to arrangements

made by Holder. Except for the Subject Shares set forth under Holder’s name on the signature page hereto, as of the date of this

Agreement, Holder is not a beneficial owner or record holder of any: (i) equity securities of the Company, (ii) securities of the Company

having the right to vote on any matters on which the holders of equity securities of the Company may vote or which are convertible into

or exchangeable for, at any time, equity securities of the Company or (iii) options, warrants or other rights to acquire from the Company

any equity securities or securities convertible into or exchangeable for equity securities of the Company.

Conflicts. No filing with, or notification to, any Governmental Authority (except for filings, if any, under any securities Laws or

the Luxembourg Companies Act), and no consent, approval, authorization or permit of any other person is necessary for the execution of

this Agreement by Holder, the performance of its obligations hereunder or the consummation by it of the transactions contemplated hereby.

None of the execution and delivery of this Agreement by Holder, the performance of its obligations hereunder or the consummation by it

of the transactions contemplated hereby shall (i) conflict with or result in any breach of the Organizational Documents of Holder, if

applicable, (ii) result in, or give rise to, a violation or breach of or a default under any of the terms of any Contract or obligation

to which Holder is a party or by which Holder or any of the Subject Shares or its other assets may be bound, or (iii) violate any applicable

Law or Order, except for any of the foregoing in clauses (i) through (iii) as would not reasonably be expected to impair Holder’s

ability to perform its obligations under this Agreement in any material respect.

(d) No

Inconsistent Agreements. Holder hereby covenants and agrees that, except for this Agreement, Holder (i) has not entered into,

nor will enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the

Subject Shares inconsistent with Holder’s obligations pursuant to this Agreement, (ii) has not granted, nor will grant at any

time while this Agreement remains in effect, a proxy, a consent or power of attorney with respect to the Subject Shares and (iii)

has not entered into any agreement or knowingly taken any action (nor will enter into any agreement or knowingly take any action)

that would make any representation or warranty of Holder contained herein untrue or incorrect in any material respect or have the

effect of preventing Holder from performing any of its material obligations under this Agreement.

4. Miscellaneous.

(a) Termination.

Notwithstanding anything to the contrary contained herein, this Agreement shall automatically terminate, and none of SPAC the Company

or Holder shall have any rights or obligations hereunder, upon the earliest to occur of (i) the mutual written consent of SPAC, the Company

and Holder, (ii) the Closing (following the performance of the obligations of the parties hereunder required to be performed at or prior

to the Closing), and (iii) the date of termination of the BCA in accordance with its terms. The termination of this Agreement shall not

prevent any party hereunder from seeking any remedies (at law or in equity) against another party hereto or relieve such party from liability

for such party’s breach of any terms of this Agreement. Notwithstanding anything to the contrary herein, the provisions of this

Section 4(a) shall survive the termination of this Agreement.

(b) Binding

Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties

hereto and their respective permitted successors and assigns. This Agreement and all obligations of Holder are personal to Holder and

may not at any time be assigned, transferred or delegated by Holder by operation of Law or otherwise without the prior written consent

of SPAC and the Company, and any purported assignment, transfer or delegation without such consent shall be null and void ab initio; provided

that no such assignment shall relieve the assigning party of its obligations hereunder; provided, further, that the foregoing

shall not prohibit any Transfer expressly permitted by Section 2(a) if the transferee executes a joinder to this Agreement in accordance

with the requirements of Section 2(a). Each of SPAC and the Company may freely assign any or all of its rights under this Agreement,

in whole or in part, to any successor entity (whether by merger, consolidation, equity sale, asset sale or otherwise) that assumes its

obligations under this Agreement without obtaining the consent or approval of Holder.

Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions

contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person that is not a party

hereto or thereto or a successor or permitted assign of such a party.

(d) Governing

Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by

and construed in accordance with the Laws of the State of New York without regard to the conflict of laws principles thereof. All Actions

arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York,

New York (or in any appellate court thereof) (the “Specified Courts”). Each party hereto hereby (a) submits

to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought

by any party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action,

any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from

attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement

or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any

Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

Each party irrevocably consents to the service of the summons and complaint and any other process in any other Action relating to the

transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such

party at the applicable address set forth or referred to in Section 4(g) (and in the case of Holder, the address set forth on Holder’s

signature page). Nothing in this Section 4(d) shall affect the right of any party to serve legal process in any other manner permitted

by applicable law.

(e) WAIVER

OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO

A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS

CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,

THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE

OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION

4(e).