Form 8-K

8-K — Aperture AC

Accession: 0001213900-26-100601

Filed: 2026-09-16

Period: 2026-09-10

CIK: 0002093524

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0305349-8k425_aperture.htm (Primary)

EX-2.1 — BUSINESS COMBINATION AGREEMENT, DATED AS OF SEPTEMBER 10, 2026, BY AND AMONG APERTURE AC, AP OCEAN MERGER SUB, INC., ATLANTIC HPC GROUP INC, APERTURE SPONSOR LLC AND AHPC HOLDING LLC (ea030534901ex2-1.htm)

EX-10.1 — COMPANY SUPPORT AGREEMENT, DATED AS OF SEPTEMBER 10, 2026, BY AND AMONG APERTURE AC, ATLANTIC HPC GROUP INC AND AHPC HOLDING LLC (ea030534901ex10-1.htm)

EX-10.2 — SPONSOR SUPPORT AGREEMENT, DATED AS OF SEPTEMBER 10, 2026, BY AND AMONG APERTURE AC, ATLANTIC HPC GROUP INC. AND APERTURE SPONSOR LLC. (ea030534901ex10-2.htm)

EX-10.3 — FORM OF LOCK-UP AGREEMENT, DATED AS OF SEPTEMBER 10, 2026, BY AND AMONG APERTURE AC, APERTURE SPONSOR LLC AND THE HOLDERS PARTY THERETO. (ea030534901ex10-3.htm)

EX-10.4 — FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT, BY AND AMONG APERTURE AC, ATLANTIC HPC GROUP INC. AND THE SUBJECT PARTY THERETO. (ea030534901ex10-4.htm)

EX-10.5 — AMENDMENT TO LETTER AGREEMENT, DATED AS OF SEPTEMBER 10, 2026, BY AND AMONG APERTURE AC, APERTURE SPONSOR LLC, IB CAPITAL, LLC AND THE INSIDERS PARTY THERETO. (ea030534901ex10-5.htm)

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8-K — CURRENT REPORT

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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): September 10, 2026

Aperture AC

(Exact name of registrant

as specified in its charter)

Cayman Islands

001-43308

N/A

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

835 Wilshire Blvd. 5th

Floor

Los Angeles, CA 90017

(Address of principal executive offices, including zip code)

Registrant’s

telephone number, including area code: 424-253-0908

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

Class A ordinary shares, par value $0.0001 per share

APUR

The Nasdaq Capital Market

Rights, each right entitling the holder to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of an initial business combination

APURR

The Nasdaq Capital Market

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

General Description of the Business Combination

Agreement

On September 10, 2026, Aperture

AC, a Cayman Islands exempted company (“SPAC” or “Aperture”), entered into a Business

Combination Agreement (the “Business Combination Agreement”) with Atlantic HPC Group Inc, a Delaware corporation

(together with its successors, “Atlantic” or the “Company”), AP Ocean Merger Sub,

Inc., a Delaware corporation and a wholly owned subsidiary of SPAC (“Merger Sub”), Aperture Sponsor LLC, in

the capacity as the representative for the shareholders of SPAC (the “SPAC Representative”) and AHPC Holding

LLC, in the capacity as representative for the stockholders of the Company (the “Seller Representative”). Capitalized

terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Business Combination Agreement.

Pursuant to the Business Combination

Agreement and subject to the terms and conditions set forth therein, (i) on or prior to the consummation (the “Closing”,

and the date and time of the Closing, the “Closing Date”), of the transactions contemplated by the Business

Combination Agreement (the “Business Combination”), SPAC will de-register from the Register of Companies of

the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as

and become a Delaware corporation pursuant to Part 12 of the Companies Act (Revised) of the Cayman Islands and the applicable provisions

of the General Corporation Law of the State of Delaware (the “Domestication”); and (ii) following the Domestication,

Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “Merger”)

and, as a result of which, shares of common stock of the Company, par value $0.0001 per share (the “Company Common Stock”)

issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”), other than

certain excluded securities and dissenting shares, shall no longer be outstanding and shall automatically be cancelled and cease to exist

in exchange for the right to receive a number of shares of common stock of SPAC, par value $0.0001 per share (the “SPAC Common

Stock”) with an aggregate value equal to One Hundred and Fifty Million U.S. Dollars ($150,000,000), with each share valued

at $10.00. As a result of the Merger and the other transactions contemplated by the Business Combination Agreement, the Company will become

a wholly owned subsidiary of SPAC, all upon the terms and subject to the conditions set forth in the Business Combination Agreement.

Consideration

The aggregate consideration

to be delivered to the stockholders of the Company (the “Company Stockholders”) as of the Effective Time will

be a number of shares of SPAC Common Stock with an aggregate value equal to $150,000,000 (the “Merger Consideration”),

with each share valued at $10.00. Each holder of Company Common Stock is entitled to receive its pro rata share of the Merger Consideration.

The Business Combination Agreement

also provides for an earnout of up to an additional 6,000,000 shares of SPAC Common Stock (the “Earnout Shares”)

to the Company Stockholders as additional consideration, based on the achievement of the Share Price Milestones or the Lease Milestone

(as defined below), as applicable, during the period commencing on the Closing Date and ending on the fifth anniversary thereof (the “Earnout

Period”). If, at any time from the date of the Business Combination Agreement through the expiration of the Earnout Period,

the Company (or, following the Closing, the SPAC) executes a binding, arm’s-length lease for the entire Phase I capacity (five megawatt)

of the Company’s data center, with a tenant that is not an affiliate of the Company and whose obligations thereunder are not funded

or guaranteed by the Company or any of its stockholders, and such lease contains an initial non-cancelable term of at least seven (7)

years (the “Lease Milestone”), the Company Stockholders shall be entitled to receive an aggregate of 3,000,000

Earnout Shares. If the Lease Milestone is achieved prior to the Closing, the corresponding Earnout Shares shall be issued at the Closing

together with the base Merger Consideration.

With respect to Share Price

Milestones, during the Earnout Period, the Earnout Shares shall vest and be issued as follows:

● if the

volume weighted average price of SPAC Common Stock (the “VWAP”) over any three (3) consecutive calendar months

(approximately sixty-three (63) trading days) equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations

and recapitalizations and similar transactions after the Closing) (the “Tier I Share Price Milestone”), the

Company Stockholders shall be entitled to receive 1,500,000 Earnout Shares; and

● if the

VWAP over any three (3) consecutive calendar months (approximately sixty-three (63) trading days) equals or exceeds $15.00 per share

(as so adjusted) (the “Tier II Share Price Milestone”, and together with the Tier I Share Price Milestone,

the “Share Price Milestones”), the Company Stockholders shall be entitled to receive an additional 1,500,000

Earnout Shares.

The Share Price Milestones

will be tested monthly beginning with the third full calendar month after the Closing, and will be achieved only if, over the applicable

measurement period, the public float of SPAC Common Stock held by non-affiliates of SPAC is at least 2,000,000 shares and the average

daily trading volume of SPAC Common Stock is at least 50,000 shares (excluding, in each case, trades by the pre-Closing Company Stockholders

and their affiliates). Achievement of the Tier II Share Price Milestone will be deemed to include achievement of the Tier I Share Price

Milestone if not previously achieved. If a Change of Control (as defined in the Business Combination Agreement) occurs during the Earnout

Period, any Share Price Milestone not previously achieved will be deemed achieved if the per-share consideration payable to holders of

SPAC Common Stock in such transaction equals or exceeds the applicable Share Price Milestone threshold. Once issued, Earnout Shares are

not subject to clawback or forfeiture.

Representations and Warranties

The

Business Combination Agreement contains representations and warranties that are reasonably customary for similar transactions that are

made by the parties as of the date of the Business Combination Agreement, or other specified dates, solely for the benefit of certain

of the parties to the Business Combination Agreement, and in certain cases are subject to specified exceptions and materiality, Material

Adverse Effect (as defined below), knowledge and other qualifications contained in the Business Combination Agreement or in information

provided pursuant to certain disclosure schedules to the Business Combination Agreement. “Material Adverse Effect”

means, with respect to any specified person or entity, 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 (i) the business, assets, liabilities, results of

operations or condition (financial or otherwise) of such person or entity and its subsidiaries, taken as a whole, or (ii) the ability

of such person or entity or any of its subsidiaries on a timely basis to consummate the Business Combination, subject to customary exceptions.

No Survival

The representations and warranties

of the parties contained in the Business Combination Agreement terminate as of, and do not survive, the Closing, and there are no indemnification

rights for another party’s breach. The covenants and agreements of the parties contained in the Business Combination Agreement do

not survive the Closing, except those covenants and agreements to be performed after the Closing, which covenants and agreements will

survive until fully performed.

Covenants of the Parties

Each party to the Business

Combination Agreement has agreed to use its commercially reasonable efforts, and to cooperate fully with one another, to consummate the

Business Combination. The Business Combination Agreement also contains certain customary covenants by each of the parties that apply during

the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business

Combination Agreement (the “Interim Period”), including (i) the provision of access to the applicable party’s

properties, books and personnel; (ii) the operation of the parties’ respective businesses in the ordinary course of business; (iii)

the current and timely filing of SPAC’s public filings; (iv) no insider trading; (v) notifications to the other parties of certain

breaches, consent requirements and other matters; (vi) obtaining third-party and regulatory approvals; (vii) tax matters; (viii) further

assurances; (ix) public announcements; (x) confidentiality; (xi) corporate governance and diligence matters, and (xii) other covenants.

The Business Combination Agreement also contains certain customary post-Closing covenants, including, without limitation, in regard to

(1) tax matters; (2) the maintenance of books and records; and (3) the indemnification of directors and officers.

Additionally,

both the SPAC and the Company agreed that they will not solicit or enter into a competing alternative

transaction, in accordance with customary terms and provisions set forth in the Business Combination Agreement.

SPAC and the Company will,

as promptly as practicable after the date of the Business Combination Agreement, prepare and file with the U.S. Securities and Exchange

Commission (the “SEC”), a registration statement on Form S-4 (as amended, the “Registration Statement”)

in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of

the securities of SPAC to be issued pursuant to the Business Combination Agreement, and containing a proxy statement/prospectus for the

solicitation of proxies from SPAC shareholders to approve the Business Combination Agreement, the Business Combination and related matters

at an extraordinary general meeting of SPAC’s shareholders (the “SPAC Special Meeting”), and providing

SPAC’s public shareholders with an opportunity to request redemption of their public shares in connection with the Business Combination

(the “Redemption”), as required by SPAC’s amended and restated memorandum and articles of association

and the final prospectus of SPAC, dated as of May 20, 2026, and filed with the SEC on May 21, 2026.

As promptly as practicable

after the Registration Statement has become effective and distributed by SPAC (and in all cases within ten days following such date),

the Company will either (a) call a meeting of its stockholders (“Company Special Meeting”) to obtain the Required

Company Stockholder Approval, and the Company shall use its reasonable best efforts to solicit from its stockholders proxies in favor

of the Required Company Stockholder Approval prior to such Company Special Meeting, or (b) solicit from the Company Stockholders a written

consent in lieu of a meeting pursuant to Section 228(a) of the DGCL authorizing, approving and adopting the Business Combination Agreement

and the transactions contemplated thereby, including the Merger (such written consent, the “Company Written Consent”),

and the Company shall use its reasonable best efforts to obtain the Required Company Stockholder Approval by delivery of the Company Written

Consent.

The parties shall take all

action necessary so that, effective at the Closing, the post-Closing board of directors of SPAC (the “Post-Closing Board”)

will consist of five individuals, one will be designated by SPAC (or the Sponsor), will be required to qualify as an independent director

under the rules of the applicable Stock Exchange and will be reasonably acceptable to the Company, and four persons will be designated

by the Company (at least two of whom shall be independent directors required to qualify as independent directors under the rules of the

applicable Stock Exchange). In addition, at or prior to the Closing, SPAC will enter into customary director indemnification agreements

with each member of the Post-Closing Board.

During the Interim Period,

SPAC and the Company shall use their respective resources and commercially reasonable efforts to minimize redemptions by public shareholders

in connection with the Closing, including by using commercially reasonable efforts to enter into written non-redemption agreements with

public shareholders, on such terms as SPAC and the Company shall mutually agree; provided that, in no event shall the Sponsor be required

to transfer or forfeit any of its Founder Shares or any other SPAC securities in support of such efforts.

Conditions to Closing

The obligations of the parties

to consummate the Business Combination are subject to various conditions, including the following mutual conditions of the parties, unless

waived: (i) the approval of the Business Combination Agreement and the Business Combination and related matters by the requisite vote

of each of SPAC’s shareholders and Company’s stockholders; (ii) the expiration or termination of any waiting period applicable

to the consummation of the Business Combination Agreement under any antitrust laws; (iii) obtaining applicable regulatory approvals;

(iv) no law or order preventing or prohibiting the Business Combination; (v) appointment of the Post-Closing Board consistent with the

requirements of the Business Combination Agreement; (vi) the effectiveness of the Registration Statement; (vii) the Domestication shall

have been completed; (viii) the Amended SPAC Charter shall have been adopted in a form satisfactory to SPAC and the Company; (ix) the

SPAC Common Stock shall have been approved for listing on a Stock Exchange upon the Closing; and (x) SPAC having adopted, on or prior

to the Closing, an incentive plan substantially in the form attached to the Business Combination Agreement.

In addition, unless waived

by the Company, the obligations of the Company to consummate the Business Combination are subject to the satisfaction of the following

closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of SPAC

set forth in the Business Combination Agreement and in any certificate delivered by or on behalf of SPAC pursuant thereto being true and

correct on and as of the date of the Business Combination Agreement and on and as of the Closing Date as if made on the Closing Date;

(ii) SPAC and the SPAC Representative having performed in all material respects their respective obligations and complied in all material

respects with the covenants and agreements under the Business Combination Agreement required to be performed or complied with by them

on or prior to the Closing Date; (iii) the Sponsor Support Agreement being in full force and effect in accordance with its terms as of

the Closing; and (iv) SPAC having delivered certain other documents as set forth in the Business Combination Agreement.

Unless waived by SPAC, the

obligations of SPAC to consummate the Business Combination are subject to the satisfaction of the following closing conditions, in addition

to customary certificates and other closing deliveries: (i) the representations and warranties of the Company set forth in the Business

Combination Agreement and in any certificate delivered by or on behalf of the Company pursuant thereto being true and correct on and as

of the date of the Business Combination Agreement and on and as of the Closing Date as if made on the Closing Date; (ii) the Company having

performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants

under the Business Combination Agreement required to be performed or complied with on or prior to the Closing Date; (iii) no Material

Adverse Effect having occurred with respect to the Company since the date of the Business Combination Agreement; (iv) the Company Support

Agreement, the Non-Competition Agreements, each Lock-Up Agreement and the Insider Letter Amendment being in full force and effect as of

the Closing; (v) the Company having delivered evidence reasonably acceptable to SPAC that the contracts set forth on Schedule 6.3(e)

have been terminated as of immediately prior to the Effective Time; (vi) SPAC having received employment agreements, in each case effective

as of the Closing, in form and substance reasonably acceptable to SPAC; (vii) the Amended Registration Rights Agreement and the other

applicable Ancillary Documents having been delivered to SPAC; and (viii) the supplemental engagement letter in connection with financial

reporting support having been delivered to SPAC.

Termination

The Business Combination Agreement

may be terminated at any time prior to the Closing by either SPAC or the Company if the Closing does not occur by May 22, 2027 (the “Outside

Date”); provided that if the SPAC obtains, prior to the Outside Date, the approval of its shareholders for an extension

(the “Extension”) of the deadline by which SPAC must complete its Business Combination, then the Outside Date

shall automatically be extended for an additional period ending on the last date then in effect for SPAC to consummate its Business Combination

pursuant to the Extension.

The Business Combination Agreement

may also be terminated under certain other customary and limited circumstances at any time prior to the Closing, including, among other

reasons: (i) by mutual written consent of SPAC and the Company; (ii) by written notice by either SPAC or the Company to the other if a

governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining

or otherwise prohibiting the Business Combination, and such order or other action has become final and non-appealable; (iii) by the Company,

following certain uncured breaches by SPAC of its representations, warranties, covenants or agreements that would result in the failure

of specified closing conditions; (iv) by SPAC, following certain uncured breaches by the Company of its representations, warranties, covenants

or agreements that would result in the failure of specified closing conditions; (v) by SPAC, if there shall have been a Material Adverse

Effect on the Target Companies following the date of the Business Combination Agreement which is uncured and continuing; (vi) by either

the Company or SPAC if the SPAC Extraordinary General Meeting is held and the Required SPAC Shareholder Approval is not obtained; or (vii)

by either the Company or SPAC if the Company Special Meeting is held and the Required Company Stockholder Approval is not obtained, or

if the Company solicits the Company Written Consent and the Company Stockholders holding a sufficient number of shares to constitute the

Required Company Stockholder Approval fail to deliver the Company Written Consent within fifteen (15) Business Days following the date

on which the Company first solicits such consent, subject to the limitations set forth in the Business Combination Agreement.

If the Business Combination

Agreement is terminated, all further obligations of the parties under the Business Combination Agreement (except for certain obligations

related to public announcements, confidentiality, effect of termination, fees and expenses, trust account waiver, and customary miscellaneous

provisions) will terminate, and no party to the Business Combination Agreement will have any further liability to any other party thereto

except for liability for fraud or for willful breach of the Business Combination Agreement prior to such termination.

Fees and Expenses

All expenses incurred in connection

with this Business Combination Agreement and the transactions contemplated thereby prior to the date of the Business Combination Agreement

shall be paid by the party incurring such expenses; and from and after the date of the Business Combination Agreement and prior to the

Closing, all reasonable expenses of SPAC incurred during such period in connection with this Business Combination Agreement and the transactions

contemplated thereby shall be the responsibility of the Company, regardless of whether the Closing occurs; provided that (i) if the Closing

occurs, the combined public company will be responsible for, and will pay or reimburse SPAC for, the unpaid expenses incurred by SPAC

from available funds, including cash remaining in the Trust Account after payment of the Redemption and the proceeds of any Transaction

Financing, to the extent that SPAC has first exhausted all of its available working capital maintained outside of the Trust Account, (ii)

all fees, costs and expenses (including filing fees) under any applicable antitrust laws shall be shared equally between the parties,

(iii) all fees, costs and expenses (including filing fees and printer costs) in connection with filing the Registration Statement shall

be shared equally between the parties, and (iv) all fees, costs and expenses (including filing fees) in connection with a stock exchange

listing application shall be shared equally between the parties. The Company shall fund SPAC’s expenses payable prior to the Closing

by making loans to SPAC under a single unsecured, non-interest bearing promissory note, in a form to be mutually agreed by SPAC and the

Company during the Interim Period, up to an aggregate outstanding principal amount of One Million Dollars ($1,000,000).

Trust Account Waiver

Each of the Company and Seller

Representative agreed that it and its respective affiliates will not have any right, title, interest or claim of any kind in or to any

monies in SPAC’s trust account held for its public shareholders, and has agreed not to, and waived any right to, make any claim

against the trust account (including any distributions therefrom).

Governing Law

The Business Combination Agreement

is governed by Delaware law, and the parties are subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware

in and for New Castle County, Delaware or, if such court does not have jurisdiction, any federal court located in the State of Delaware

or other Delaware state court (or, in each case, any appellate court thereof); provided that the internal corporate and constitutional

matters of SPAC prior to the Domestication shall be governed by the Laws of the Cayman Islands.

The Business Combination Agreement is filed

as Exhibit 2.1 to this Current Report on Form 8-K and the foregoing description thereof is qualified in its entirety by reference to the

full text of the Business Combination Agreement and the terms of which are incorporated by reference herein. The filing of the Business

Combination Agreement herewith provides investors with information regarding its terms and is not intended to provide any other factual

information about the parties. In particular, the assertions embodied in the representations and warranties contained in the Business

Combination Agreement were made as of the execution date of the Business Combination Agreement only and are qualified by information in

confidential disclosure schedules provided by the parties to each other in connection with the signing of the Business Combination Agreement.

These disclosure schedules contain information that modifies, qualifies, and creates exceptions to the representations and warranties

set forth in the Business Combination Agreement. Moreover, certain representations, warranties and covenants in the Business Combination

Agreement may have been used for the purpose of allocating risk between the parties rather than establishing matters of fact. Accordingly,

you should not rely on the representations, warranties and covenants in the Business Combination Agreement as characterizations of the

actual statements of fact about the parties.

Related Agreements

Company Support Agreement

Simultaneously with the execution

of the Business Combination Agreement, AHPC Holding LLC (the “Company Support Stockholder”), a significant

stockholder of the Company holding capital stock of the Company sufficient to approve the adoption of the Business Combination Agreement

and approve the Merger and the other transactions contemplated by the Business Combination Agreement, entered into a voting and support

agreement (the “Company Support Agreement”), pursuant to which, among other things, the Company Support Stockholder

agreed to vote its shares of capital stock of the Company (the “Subject Stock”) in favor of the adoption of

the Business Combination Agreement, the ancillary documents, the approval of the Merger and the Business Combination, and any amendments

to the Company’s organizational documents in connection therewith, subject to certain customary conditions. The Company Support

Stockholder also agreed to take certain other actions in support of the Business Combination Agreement and the Business Combination,

including executing and delivering certain ancillary documents contemplated by the Business Combination Agreement, and to refrain from

taking actions that would adversely affect its ability to perform the Company Support Stockholder’s obligations under the Company

Support Agreement, and the Company Support Stockholder unconditionally and irrevocably waived 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 the Company Support

Stockholder may have in respect of the Business Combination. The Company Support Stockholder also agreed not to transfer its Subject

Stock during the period from and including the date of the Company Support Agreement and through and including the date on which the

Company Support Agreement is terminated, subject to certain customary exceptions. A copy of the form of the Company Support Agreement

is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Sponsor Support Agreement

Simultaneously with the execution

of the Business Combination Agreement, SPAC, the Company and Aperture Sponsor LLC (the “Sponsor”) entered into

a support agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed, among other things,

to (A) vote in favor of, take all actions necessary to consummate and otherwise support, the Business Combination, and (B) waive any anti-dilution

or similar protection with respect to the Class B ordinary shares of SPAC (the “Founder Shares”). In addition

to the foregoing, the Sponsor Support Agreement provides that the Sponsor shall fully comply with the transfer restrictions set forth

in the Insider Letter (as defined below) with respect to the securities of SPAC held by the Sponsor, subject to certain limited exceptions

set forth in the Insider Letter. A copy of the Sponsor Support Agreement is attached as Exhibit 10.2 hereto and is incorporated herein

by reference.

Lock-Up Agreements

Simultaneously with the execution

of the Business Combination Agreement, all stockholders of the Company, including officers or directors of the Company who own shares

of Company Common Stock, entered into a lock-up agreement (each, a “Lock-Up Agreement”) with SPAC and the SPAC

Representative, pursuant to which 70% of the shares of SPAC Common Stock received by each such Company Stockholder as Merger Consideration

will be subject to transfer restrictions for a period commencing from the Closing and ending on the date that is six months after the

Closing Date (subject to early release on the earlier of (x) the date on which the closing price of the SPAC Common Stock equals or exceeds

$15.00 for any 20 trading days within any 30 trading day period after the Closing and (y) the date after the Closing on which SPAC consummates

a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of its stockholders having the

right to exchange their shares for cash, securities or other property), subject to certain customary transfer exceptions. A copy of the

form of the Lock-Up Agreement is attached as Exhibit 10.3 hereto and is incorporated herein by reference.

Non-Competition and Non-Solicitation Agreement

Simultaneously with the execution

and delivery of the Business Combination Agreement, each of Jacqueline Jiang and Tian Sheng Tan (each, a “Subject Party”)

entered into a Non-Competition and Non-Solicitation Agreement (each, a “Non-Competition Agreement”) in favor

of SPAC and the Company (the “Covered Parties”), pursuant to which each Subject Party agreed for a period of

three years after the Closing not to compete with the Covered Parties and not to solicit the employees, customers and suppliers of the

Covered Parties, subject to the limitations set forth in the applicable Non-Competition Agreement. A copy of the form of the Non-Competition

Agreements is attached as Exhibit 10.4 hereto and is incorporated herein by reference.

Amendment to Letter Agreement

Simultaneously with the execution of the Business

Combination Agreement, SPAC, the Sponsor, the directors and officers of SPAC and IB Capital, LLC, as representative of the underwriters

of SPAC’s initial public offering, entered into an amendment (the “Insider Letter Amendment”) to that

certain Letter Agreement, dated May 20, 2026 (the “Insider Letter”), by and among SPAC, the Sponsor and the

then directors and officers of SPAC. The Insider Letter Amendment provides that, effective upon the Closing, the transfer restrictions

set forth in the Insider Letter will not apply to 30% of each of the Founder Shares, Private Placement Shares and shares issued in exchange

for the Private Placement Rights in connection with the Closing, in each case held by the Sponsor and each Insider. A copy of the Insider

Letter Amendment is attached as Exhibit 10.5 hereto and is incorporated herein by reference.

Additional Information

and Where to Find It

This Current Report

on Form 8-K (“Current Report”) is provided for information purposes only and contains information with respect

to the Business Combination among Atlantic, Aperture and AP Ocean Merger Sub, Inc., a wholly-owned subsidiary of Aperture, in connection

with the transactions contemplated in the business combination agreement. In connection with the Business Combination, Aperture intends

to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, which

will include a definitive proxy statement to be mailed to Aperture shareholders and a prospectus for the registration of Aperture securities

in connection with the Business Combination (as amended from time to time, the “Registration Statement”). A

full description of the terms of the Business Combination will be provided in the Registration Statement. Aperture urges investors, shareholders

and other interested persons to read, when available, the Registration Statement as well as other documents filed with the SEC because

these documents will contain important information about Aperture, Atlantic and the Business Combination. If and when the Registration

Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be mailed to shareholders

of Aperture as of a record date to be established for voting on the Business Combination. Aperture will also file other documents regarding

the Business Combination with the SEC. This Current Report does not contain all of the information that should be considered concerning

the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business

Combination. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF APERTURE AND OTHER INTERESTED PARTIES ARE URGED TO READ,

WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND

ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH APERTURE’S SOLICITATION OF PROXIES FOR

THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED BUSINESS COMBINATION AND OTHER MATTERS AS DESCRIBED

IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT APERTURE AND ATLANTIC AND THE PROPOSED

BUSINESS COMBINATION.

Shareholders and other

interested persons will also be able to obtain a copy of the Registration Statement, without charge, by directing a request to: Aperture

AC, 835 Wilshire Blvd. 5th Floor, Los Angeles, CA 90017. The proxy statement/prospectus, once available, can also be obtained, without

charge, at the SEC’s website (www.sec.gov). The information contained on, or that may be accessed through, the websites referenced

in this Current Report is not incorporated by reference into, and is not a part of, this Current Report.

NEITHER THE SEC NOR

ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS

OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS REPORT. ANY REPRESENTATION

TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

No Offer or Solicitation

This Current Report

shall not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction,

or the solicitation of any vote, consent or approval in any jurisdiction in respect of the Business Combination, nor shall there be any

sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may

be unlawful under the laws of such jurisdiction. This Current Report does not constitute either advice or a recommendation regarding any

securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of

1933, as amended, or an exemption therefrom.

Participants in

the Solicitation

Aperture and Atlantic

and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the

Business Combination described herein under the rules of the SEC. Information about the directors and executive officers of Aperture and

a description of their interests in Aperture and the Business Combination are, or will be, contained in Aperture’s filings with

the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Aperture’s

shareholders in connection with the Business Combination will be set forth in the proxy statement/prospectus for the Business Combination,

when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Business

Combination will be included in the proxy statement/prospectus that Aperture intends to file with the SEC. Once available, you may obtain

free copies of these documents as described above.

Forward-Looking

Statements

The disclosure herein includes certain statements that are not historical

facts but are forward-looking statements within the meaning of the federal securities laws. Forward-looking statements generally are accompanied

by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”

“intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,”

“predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and

similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence

of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to,

(1) statements regarding the anticipated benefits of the Business Combination and the projected future financial performance of Atlantic

following the Business Combination; (2) the anticipated capitalization and enterprise value of the combined company following the consummation

of the Business Combination; (3) the amount of redemption requests made by Aperture’s public shareholders; (4) the ability of the

combined company to issue equity or equity-linked securities in the future; (5) the failure to achieve necessary closing requirements;

(6) the inability to obtain or maintain the listing of the combined company’s common stock on a national securities exchange following

the Business Combination, including but not limited to redemptions exceeding anticipated levels or the failure to meet the exchange’s

initial listing standards in connection with the consummation of the Business Combination; and (7) expectations related to the terms and

timing of the Business Combination.

These statements are

based on various assumptions, whether or not identified in this Current Report, and on the current expectations of Aperture’s and

Atlantic’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative

purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction

or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ

from assumptions. Many actual events and circumstances are beyond the control of Aperture and Atlantic. These forward-looking statements

are subject to a number of risks and uncertainties, including, but not limited to: the risk that the transactions contemplated by the

Business Combination Agreement, including the Domestication and the Merger (the “Business Combination”), may

not be completed in a timely manner or at all, which may adversely affect the price of Aperture’s securities; the risk that the

Business Combination may not be completed by Aperture’s business combination deadline; the failure by the parties to the Business

Combination Agreement to satisfy the conditions to the consummation of the Business Combination, including the approval of Aperture’s

shareholders; failure to realize the anticipated benefits of the Business Combination; the level of redemptions of Aperture’s public

shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing,

or trading of the Aperture common stock; the failure of Aperture to obtain or maintain the listing of its securities any stock exchange

on which Aperture common stock will be listed after the closing of the Business Combination; costs related to the Business Combination

and as a result of becoming a public company; changes in business, market, financial, political and regulatory conditions; Atlantic has

historically derived substantially all of its revenue to date from bitcoin mining operations and remains heavily dependent on bitcoin

mining for the foreseeable future; volatility in the price of bitcoin and increases in network difficulty may adversely affect Atlantic’s

mining revenue and profitability; Atlantic’s dependence on a single mining pool operator for substantially all of its mining revenue,

and the ability of the pool operator to adjust fee rates; Atlantic’s AI/HPC infrastructure business has not generated material revenue

to date, and there can be no assurance that Atlantic will successfully execute its planned transition from bitcoin mining to AI/HPC infrastructure

services or that it will secure definitive customer agreements for such services; the development of the Ohio AI Campus is in its early

stages, with additional utility approvals, interconnection agreements and infrastructure upgrades required before full commercial operation,

the timing and outcome of which are uncertain; Atlantic has a limited operating history and a small workforce, which may limit its ability

to execute its growth strategy and respond to operational demands; Atlantic’s fixed-delivery hashrate purchase and sale arrangements

and the related derivative liability, including the consequences of non-delivery of bitcoin under such arrangements; concentration of

Atlantic’s equipment supply chain among a limited number of suppliers; Atlantic holds all mined digital assets in self-custody without

a third-party custodian, and does not currently maintain insurance covering loss or theft of digital assets; Atlantic’s facilities

are located in a limited number of states, and any adverse regulatory, environmental or utility-related development affecting those jurisdictions

could disproportionately affect Atlantic’s operations; the reallocation of existing digital asset mining capacity at the Ohio site

to AI/HPC use and the resulting effect on mining revenue; and those risk factors discussed in the Registration Statement and the other

documents that Aperture has filed, or will file, with the SEC relating to the Business Combination. If any of these risks materialize

or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.

The risks and uncertainties above are not exhaustive, and there may be additional risks that neither Aperture nor Atlantic presently know

or that Aperture and Atlantic currently believe are immaterial that could also cause actual results to differ from those contained in

the forward-looking statements. In addition, forward-looking statements reflect Aperture’s and Atlantic’s expectations, plans

or forecasts of future events and views as of the date of this Current Report. Aperture and Atlantic anticipate that subsequent events

and developments will cause Aperture’s and Atlantic’s assessments to change. However, while Aperture and Atlantic may elect

to update these forward-looking statements at some point in the future, Aperture and Atlantic specifically disclaim any obligation to

do so. These forward-looking statements should not be relied upon as representing Aperture’s and Atlantic’s assessments as

of any date subsequent to the date of this Current Report. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

2.1*

Business Combination Agreement, dated as of September 10, 2026, by and among Aperture AC, AP Ocean Merger Sub, Inc., Atlantic HPC Group Inc, Aperture Sponsor LLC and AHPC Holding LLC.

10.1

Company Support Agreement, dated as of September 10, 2026, by and among Aperture AC, Atlantic HPC Group Inc and AHPC Holding LLC.

10.2

Sponsor Support Agreement, dated as of September 10, 2026, by and among Aperture AC, Atlantic HPC Group Inc. and Aperture Sponsor LLC.

10.3

Form of Lock-Up Agreement, dated as of September 10, 2026, by and among Aperture AC, Aperture Sponsor LLC and the holders party thereto.

10.4

Form of Non-Competition and Non-Solicitation Agreement, by and among Aperture AC, Atlantic HPC Group Inc. and the subject party thereto.

10.5

Amendment to Letter Agreement, dated as of September 10, 2026, by and among Aperture AC, Aperture Sponsor LLC, IB Capital, LLC and the insiders party thereto.

104

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

Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. SPAC will provide a copy of such omitted materials to the Securities and Exchange Commission or its staff upon request.

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

APERTURE AC

By:

/s/ Calvin Kung

Name:

Calvin Kung

Title:

Chief Executive Officer

Dated: September 16, 2026

EX-2.1 — BUSINESS COMBINATION AGREEMENT, DATED AS OF SEPTEMBER 10, 2026, BY AND AMONG APERTURE AC, AP OCEAN MERGER SUB, INC., ATLANTIC HPC GROUP INC, APERTURE SPONSOR LLC AND AHPC HOLDING LLC

EX-2.1

Filename: ea030534901ex2-1.htm · Sequence: 2

Exhibit

2.1

BUSINESS

COMBINATION AGREEMENT

and among

APERTURE

AC,

SPAC,

OCEAN MERGER SUB, INC.,

as Merger Sub,

ATLANTIC

HPC GROUP INC,

as the Company,

APERTURE

SPONSOR LLC,

in the capacity as the SPAC Representative,

and

AHPC

HOLDING LLC,

in the capacity as the Seller Representative.

Dated

as of September 10, 2026

ARTICLE

I. MERGER

1.1.

The Merger

1.2.

Effective Time

1.3.

Effect of the Merger

1.4.

Governing Documents

1.5.

Directors and Officers of the Surviving Subsidiary

1.6.

Domestication of SPAC

1.7.

Merger Consideration

1.8.

Effect of Merger on Issued Securities of the Company and Merger Sub

1.9.

Tax Consequences

1.10.

Surrender of Company Securities and Disbursement of Merger Consideration

1.11.

Earnout

1.12.

Taking of Necessary Action; Further Action

1.13.

Appraisal and Dissenter’s Rights

ARTICLE

II. CLOSING

2.1.

Closing

ARTICLE

III. representations and warranties of SPAC

3.1.

Organization and Standing

3.2.

Authorization; Binding Agreement

3.3.

Governmental Approvals

3.4.

Non-Contravention

3.5.

Capitalization

3.6.

SEC Filings and SPAC Financials

3.7.

Absence of Certain Changes

3.8.

Compliance with Laws

3.9.

Actions; Orders; Permits

3.10.

Taxes and Returns

3.11.

Employees and Employee Benefit Plans

3.12.

Properties

3.13.

Material Contracts

3.14.

Transactions with Affiliates

3.15.

Merger Sub Activities

3.16.

Investment Company Act

3.17.

Finders and Brokers

3.18.

Certain Business Practices

3.19.

SPAC Trust Account

3.20.

Insurance

3.21.

Books and Records

3.22.

Exclusivity of Representations

3.23.

Information Supplied

Article

IV. representations and warranties of THE COMPANY

4.1.

Organization and Standing

4.2.

Authorization; Binding Agreement

4.3.

Capitalization

4.4.

Subsidiaries

4.5.

Governmental Approvals

4.6.

Non-Contravention

4.7.

Financial Statements

4.8.

Absence of Certain Changes

4.9.

Compliance with Laws

4.10.

Company Permits

4.11.

Litigation

4.12.

Material Contracts

4.13.

Intellectual Property

4.14.

Taxes and Returns

4.15.

Real and Personal Property

4.16.

Title to and Sufficiency of Assets

4.17.

Employee Matters

4.18.

Benefit Plans

4.19.

Environmental Matters

4.20.

Transactions with Related Persons

4.21.

Insurance

4.22.

Books and Records

4.23.

Top Customers and Suppliers

4.24

Certain Business Practices

4.25

Privacy and Data Security

4.26.

Investment Company Act

4.27.

Finders and Brokers

4.28.

Exclusivity of Representations

4.29.

Information Supplied

ARTICLE

V. COVENANTS

5.1.

Access and Information

5.2.

Conduct of Business of the Company

5.3.

Conduct of Business of SPAC

5.4.

Annual and Interim Financial Statements

5.5.

SPAC Public Filings

5.6.

No Solicitation

5.7.

No Trading

5.8.

Notification of Certain Matters

5.9.

Efforts

5.10.

Tax Matters

5.11.

Further Assurances

5.12.

The Registration Statement

5.13.

Company Stockholder Approval

5.14.

Public Announcements

5.15.

Confidential Information

5.16.

Documents and Information

5.17.

Post-Closing Board of Directors and Executive Officers

5.18.

Indemnification of Directors and Officers; Tail Insurance

5.19.

Trust Account Proceeds

5.20.

Transaction Financing

5.21.

Related Party Arrangements

5.22.

Certain Ancillary Documents

5.23.

Corporate Governance and Due Diligence Matters

Article

VI. Closing conditions

6.1.

Conditions of Each Party’s Obligations

6.2.

Conditions to Obligations of the Company

6.3.

Conditions to Obligations of SPAC

6.4.

Frustration of Conditions

Article

VII. TERMINATION AND EXPENSES

7.1.

Termination

7.2.

Effect of Termination

7.3.

Fees and Expenses

7.4.

Survival

Article

VIII. WAIVERS and releases

8.1.

Waiver of Claims Against Trust

Article

IX. MISCELLANEOUS

9.1.

Notices

9.2.

Binding Effect; Assignment

9.3.

Third Parties

9.4.

Governing Law; Jurisdiction

9.5.

WAIVER OF JURY TRIAL

9.6.

Specific Performance

9.7.

Severability

9.8.

Amendment

9.9.

Waiver

9.10.

Entire Agreement

9.11.

Interpretation

9.12.

Counterparts

9.13.

Legal Representation

9.14.

SPAC Representative

9.15.

Seller Representative

Article

X DEFINITIONS

10.1.

Certain Definitions

10.2.

Section References

INDEX

OF EXHIBITS

Exhibit

Description

Exhibit A

Form of Company

Support Agreement

Exhibit B

Form of Sponsor

Support Agreement

Exhibit C

Form of Lock-Up

Agreement

Exhibit D

Form of Non-Competition

and Non-Solicitation Agreement

Exhibit E

Form of Insider

Letter Amendment

iii

BUSINESS

COMBINATION AGREEMENT

This

Business Combination Agreement (this “Agreement”) is made and entered into as of September 10, 2026 by and

among (i) Aperture AC, a Cayman Islands exempted company (“SPAC”), (ii) AP Ocean Merger Sub, Inc.,

a Delaware corporation and a wholly-owned subsidiary of SPAC (“Merger Sub”), (iii) Atlantic HPC Group Inc,

a Delaware corporation (together with its successors, the “Company”), (iv) Aperture Sponsor LLC, a Delaware

limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the SPAC Shareholders

as of immediately prior to the Effective Time and their successors and assigns (other than the Company Stockholders (as defined below))

in accordance with the terms and conditions of this Agreement (the “SPAC Representative”) and, (v) AHPC

Holding LLC, a Delaware limited liability company in the capacity as the representative from and after the Effective Time for the

Company Stockholders (as defined below) as of immediately prior to the Effective Time in accordance with the terms and conditions of

this Agreement (the “Seller Representative”). SPAC, Merger Sub, the Company, the SPAC Representative and the

Seller Representative are sometimes referred to herein individually as a “Party” and, collectively, as the

“Parties”.

RECITALS:

The Company, directly and indirectly through its subsidiaries, is engaged in the business of bitcoin mining and developing and operating

high-performance computing and digital infrastructure platforms across the United States (the “Company Business”);

SPAC is a blank check company incorporated in the Cayman Islands for the purpose of effecting a merger, amalgamation, share exchange,

asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities and SPAC owns

all of the issued and outstanding capital stock of Merger Sub, which was formed for the sole purpose of the Merger (as defined below);

Prior to the consummation of the Merger (as defined herein), SPAC shall de-register from the Register of Companies of the Cayman Islands

and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware

corporation pursuant to Part 12 of the Companies Act (Revised) of the Cayman Islands (the “Companies Act”)

and the applicable provisions of the Delaware General Corporation Law (as amended, the “DGCL”);

Upon the terms and subject to the conditions set forth herein, the Parties desire and intend to effect a business combination transaction

pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “Merger”),

as a result of which each issued and outstanding security of the Company immediately prior to the effective time of the Merger shall

no longer be outstanding and shall automatically be canceled in exchange for which the security holders of the Company shall receive

shares of common stock of SPAC;

The boards of directors of SPAC and Merger Sub have each (i) determined that the Merger is fair, advisable and in the best interests

of their respective companies and stockholders or shareholders (as relevant), (ii) approved this Agreement and the transactions contemplated

hereby, including the Merger, upon the terms and subject to the conditions set forth herein, and (iii) determined to recommend to their

respective stockholders, shareholders or class of stockholders or shareholders (as relevant) the approval and adoption of this Agreement

and the transactions contemplated hereby;

The board of directors of the Company has unanimously (i) determined that the Merger is fair, advisable and in the best interests

of the Company and its stockholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, upon

the terms and subject to the conditions set forth herein and (iii) determined to recommend to its stockholders the approval and

adoption of this Agreement and the transactions contemplated hereby, including the Merger;

Contemporaneously with the execution and delivery of this Agreement, the Company has delivered to SPAC a voting and support agreement

in the form attached as Exhibit A hereto (the “Company Support Agreement”) signed by AHPC Holding LLC,

a significant stockholder of the Company, with respect to the Company Common Stock (as defined herein) held by such stockholder, which

constitutes a sufficient number of shares to approve the adoption of this Agreement, the Merger and the other transactions contemplated

by this Agreement;

Simultaneously with the execution and delivery of this Agreement, SPAC, the Company, the Sponsor, SPAC’s directors and officers

(and for certain sections of the Sponsor Support Agreement, the IPO Underwriter) have entered into a support agreement, a copy of which

is attached as Exhibit B hereto (the “Sponsor Support Agreement”), pursuant to which the Sponsor and

such other holders agreed to (i) vote in favor of, take all actions necessary to consummate and otherwise support, the Transactions,

and (ii) waive any anti-dilution or similar protection with respect to any Founder Shares);

Contemporaneously with the execution and delivery of this Agreement, all Company Stockholders, including officers or directors of the

Company who own shares, have each entered into a Lock-Up Agreement with the SPAC Representative, the form of which is attached as Exhibit

C hereto (each, a “Lock-Up Agreement”), pursuant to which 70% of the shares of SPAC Common Stock received

by each such Company Stockholder as Merger Consideration will be subject to transfer restrictions that are substantially identical to

those applicable to the Founder Shares held by the Sponsor;

Contemporaneously with the execution and delivery of this Agreement, SPAC and the Company have entered into a Non-Competition and Non-Solicitation

Agreement in favor of SPAC and the Company with Jacqueline Jiang and Tian Sheng Tan, the form of which is attached as Exhibit D

hereto (collectively, the “Non-Competition Agreements”), which will be effective as of Closing and will provide

for a restricted period from the Closing until the third anniversary of the Closing Date;

Contemporaneously with the Closing, SPAC, the Sponsor and certain Company Stockholders expected to be affiliates of SPAC immediately

after the Closing will execute and deliver an amendment and restatement of the Founder Registration Rights Agreement(the “Amended

Registration Rights Agreement”), in a form to be mutually agreed by SPAC and the Company during the Interim Period, which

will, among other matters, provide such Company Stockholders with registration rights that are substantially similar in all material

respects to, and pari passu with, the registration rights of the Sponsor pursuant to the Founder Registration Rights Agreement;

Contemporaneously with the execution and delivery of this Agreement, SPAC and the Sponsor shall enter into an amendment to the letter

agreement, dated May 20, 2026, with the Sponsor and SPAC’s directors and officers, the form of which is attached as Exhibit

E hereto (the “Insider Letter Amendment”), pursuant to which, among other matters, effective as of the

Closing, the post-Closing lock-up period applicable to the SPAC Class A Common Stock issued in exchange for the Founder Shares pursuant

to this Agreement shall be revised to apply to only 70% of such shares of SPAC Class A Common Stock and the remaining shares shall not

be subject to a lock-up period, and pursuant to which the Company will be given third-party beneficiary rights thereunder;

Promptly following the date hereof, SPAC intends to enter into employment agreements with each of Tian Sheng Tan, Jacqueline Jiang, Yan

Liu and Yingbo Liu (collectively, the “Employment Agreements”), in each case to be effective as of the Closing;

For U.S. federal income tax purposes, each of the Domestication and the Merger is intended to constitute a “reorganization”

within the meaning of Section 368 of the Code. The Parties adopt this Agreement as a “plan of reorganization” within the

meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations (the “Intended Tax Purpose”);

and

Certain capitalized terms used herein are defined in Article X hereof.

NOW,

THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below,

and the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby,

the Parties hereto agree as follows:

Article

MERGER

1.1

The Merger. At the Effective Time, and subject to and upon the terms and conditions of this Agreement, in accordance with the

applicable provisions of the DGCL, and following the Domestication, Merger Sub and the Company shall consummate the Merger, pursuant

to which Merger Sub shall be merged with and into the Company, following which the separate corporate existence of Merger Sub shall cease

and the Company shall continue as the surviving corporation. The Company, as the surviving corporation after the Merger, is hereinafter

sometimes referred to as the “Surviving Subsidiary” (provided that references to the Company for periods after

the Effective Time shall include the Surviving Subsidiary).

1.2

Effective Time. The Parties hereto shall cause the Merger to be consummated by filing the Certificate of Merger for the merger

of Merger Sub with and into the Company (the “Certificate of Merger”) with the Secretary of State of the State

of Delaware in accordance with the relevant provisions of the DGCL (the time of such filing, or such later time as may be specified in

the Certificate of Merger, being 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 and the applicable

provisions of the DGCL and other applicable Law. Without limiting the generality of the foregoing, and subject thereto, at the

Effective Time, all the property, rights, agreements, privileges, powers and franchises of Merger Sub shall vest in the Surviving

Subsidiary, and all debts, liabilities, obligations and duties of Merger Sub shall become the debts, liabilities, obligations and

duties of Surviving Subsidiary, including in each case the rights and obligations of each such Party under this Agreement and the

Ancillary Documents from and after the Effective Time.

1.4

Governing Documents. The Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time shall,

in accordance with the terms thereof and the DGCL, be amended and restated in its entirety to read in the form of the Certificate of

Incorporation of Merger Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Subsidiary shall

be “Atlantic HPC Group Inc”, and the incorporator provision shall be deleted. The Certificate of Incorporation of the Company,

as so amended and restated, shall be the certificate of incorporation of the Surviving Subsidiary until duly amended in accordance with

the terms thereof and the DGCL. The Bylaws of the Company as in effect immediately prior to the Effective Time shall be amended at the

Effective Time to read in its entirety as the Bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that

the name of the Surviving Subsidiary shall be “Atlantic HPC Group Inc”, until thereafter amended in accordance with the terms

thereof, the certificate of incorporation of the Surviving Subsidiary and applicable Law.

1.5

Directors and Officers of the Surviving Subsidiary. At the Effective Time, (i) the board of directors and executive officers of

the Surviving Subsidiary shall be the board of directors and executive officers of SPAC, after giving effect to Section 5.17,

each to hold office in accordance with the Organizational Documents of the Surviving Subsidiary until their successors are duly elected

or appointed and qualified or their earlier death, resignation, or removal.

1.6

Domestication of SPAC. Prior to the Effective Time, SPAC shall deregister from the Registrar of Companies in the Cayman Islands

and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware

corporation pursuant to Part 12 of the Companies Act and the applicable provisions of the DGCL (the “Domestication”),

and subject to the receipt of the approval by way of special resolution passed by the holders of SPAC Class B Ordinary Shares entitled

to vote thereon in accordance with the SPAC Organizational Documents to the Domestication and its terms, SPAC shall adopt certain Organizational

Documents for a Delaware corporation in a form to be mutually agreed upon by SPAC and the Company (the “Amended Organizational

Documents”). In connection with the Domestication, all of the issued and outstanding SPAC Securities shall be exchanged

for or converted into substantially identical securities of SPAC as a Delaware corporation. SPAC shall use its commercially reasonable

efforts to complete the Domestication no later than one (1) Business Day prior to the scheduled Closing Date, and in any event prior

to the Effective Time. For the avoidance of doubt, the Domestication is intended to constitute a “reorganization” within

the meaning of Section 368(a)(1)(F) of the Code. The Parties adopt this Agreement and any documents executed in connection with the Domestication

as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.

1.7

Merger Consideration. As consideration for the Merger, the Company Stockholders shall be entitled to receive from SPAC, in the

aggregate, a number of shares of SPAC Common Stock with an aggregate value equal to (the “Merger Consideration”)

One Hundred and Fifty Million U.S. Dollars ($150,000,000), with each share valued at $10.00. Additionally, after the Closing, subject

to the terms and conditions set forth in this Agreement, the Company Stockholders shall have the contingent right to receive Earnout

Shares as additional consideration if the requirements for receipt of such Earnout Shares as set forth in Section 1.11 are satisfied.

1.8

Effect of Merger on Issued Securities of the Company 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 any Company Securities or the holders of any shares of capital stock of SPAC or

Merger Sub:

(a)

Company Stock. At the Effective Time, all shares of Company Common Stock issued and outstanding immediately prior to the Effective

Time (other than any Excluded Securities described in Section 1.8(b) below) will be canceled and cease to exist in exchange for

the right to receive the Merger Consideration, with each Company Stockholder being entitled to receive its Pro Rata Share of the Merger

Consideration, without interest, upon delivery of the Transmittal Documents in accordance with Section 1.10. As of the Effective

Time, each holder of Company Common Stock shall cease to have any other rights with respect to the Company Common Stock, except as otherwise

required under applicable Law.

(b)

Treasury Stock. At the Effective Time, if there are any Company Securities that are owned by the Company in treasury or any Company

Securities of the Company owned by any direct or indirect Subsidiary of the Company immediately prior to the Effective Time, such Company

Securities (collectively, the “Excluded Securities”) shall be canceled and shall cease to exist without any

conversion thereof or payment therefor.

(c)

Dissenting Shares. Each of the Dissenting Shares issued and outstanding immediately prior to the Effective Time shall be canceled

and cease to exist in accordance with Section 1.13 and shall thereafter represent only the right to receive the applicable payments

set forth in Section 1.13.

(d)

Company Convertible Securities. Any Company Convertible Security, if not exercised, exchanged or converted into shares of Company

Common Stock prior to the Effective Time, shall be canceled, retired and terminated and cease to represent a right to acquire, be exchanged

for or convert into shares of Company Common Stock or any other security of the Company, SPAC or the Surviving Subsidiary, or otherwise

to receive payment of cash or other consideration therefor, whether upon any contingency or otherwise.

(e)

Merger Sub Shares. At the Effective Time, all shares of common stock of Merger Sub outstanding immediately prior to the Effective

Time shall be converted into an equal number of shares of common stock of the Surviving Subsidiary, with the same rights, powers and

privileges as the shares so converted and shall constitute the only shares of capital stock in the Surviving Subsidiary.

1.9

Tax Consequences. For U.S. federal income tax purposes, each of the Domestication and the Merger is intended to constitute a “reorganization”

within the meaning of Section 368 of the Code. The Parties adopt this Agreement as a “plan of reorganization” within the

meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations, to accomplish the Intended Tax Purpose.

1.10

Surrender of Company Securities and Disbursement of Merger Consideration.

(a)

At or prior to the Effective Time, SPAC shall send to each Company Stockholder a letter of transmittal, in a form to be mutually agreed

between the Company and SPAC (each, a “Letter of Transmittal”) (which shall specify that the delivery of Company

Certificates in respect of the Merger Consideration shall be effected, and risk of loss and title shall pass, only upon proper delivery

of the Company Certificates to SPAC (or a Lost Certificate Affidavit)) for the purpose of exchanging the certificates representing Company

Stock (“Company Certificates”).

(b)

Each Company Stockholder shall be entitled to receive its Pro Rata Share of the Merger Consideration as set forth in Section 1.7

in respect of the Company Common Stock represented by the Company Certificate(s) (excluding any Company Securities described in Sections

1.8(b) or 1.8(c)), as soon as reasonably practicable after the Effective Time, but subject to the delivery to SPAC of the

following items prior thereto (collectively, the “Transmittal Documents”): (i) the Company Certificate(s) for

its Company Common Stock (or a Lost Certificate Affidavit), together with a properly completed and duly executed Letter of Transmittal

and (ii) such other documents as may be reasonably requested by SPAC. Until so surrendered, each Company Certificate shall represent

after the Effective Time for all purposes only the right to receive such portion of the Merger Consideration attributable to such Company

Certificate.

(c)

If any portion of the Merger Consideration is to be delivered or issued to a Person other than the Person in whose name the surrendered

Company Certificate is registered immediately prior to the Effective Time, it shall be a condition to such delivery that (i) the transfer

of such Company Stock shall have been permitted in accordance with the terms of the Company’s Organizational Documents and any

stockholders agreement with respect to the Company, each as in effect immediately prior to the Effective Time, (ii) such Company Certificate

shall be properly endorsed or shall otherwise be in proper form for transfer, (iii) the recipient of such portion of the Merger Consideration,

or the Person in whose name such portion of the Merger Consideration is delivered or issued, shall have already executed and delivered,

counterparts to a Lock-Up Agreement, and, if such recipient is a party thereto, the Amended Registration Rights Agreement and such other

Transmittal Documents as are reasonably deemed necessary by SPAC and (iv) the Person requesting such delivery shall pay to SPAC any transfer

or other similar Taxes required as a result of such delivery to a Person other than the registered holder of such Company Certificate

or establish to the satisfaction of SPAC that such Tax has been paid or is not payable.

(d)

Notwithstanding anything to the contrary contained herein, in the event that any Company Certificate shall have been lost, stolen or

destroyed, in lieu of delivery of a Company Certificate to SPAC, the applicable Company Stockholder may instead deliver to SPAC an affidavit

of lost certificate and indemnity of loss in form and substance reasonably acceptable to SPAC (a “Lost Certificate Affidavit”),

which at the reasonable discretion of SPAC may include a requirement that the owner of such lost, stolen or destroyed Company Certificate

deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against SPAC or the Surviving

Subsidiary with respect to the shares of Company Stock represented by the Company Certificates alleged to have been lost, stolen or destroyed.

Any Lost Certificate Affidavit properly delivered in accordance with this Section 1.10(d) shall be treated as a Company Certificate

for all purposes of this Agreement.

(e)

After the Effective Time, there shall be no further registration of transfers of Company Common Stock. If, after the Effective Time,

Company Certificates are presented to the Surviving Subsidiary or SPAC, they shall be canceled and exchanged for the applicable portion

of the Merger Consideration provided for, and in accordance with the procedures set forth in this Section 1.10(e). No dividends

or other distributions declared or made after the date of this Agreement with respect to SPAC Common Stock with a record date after the

Effective Time will be paid to the holders of any Company Certificates that have not yet been surrendered with respect to SPAC Common

Stock to be issued upon surrender thereof until the holders of record of such Company Certificates shall surrender such certificates

(or provide a Lost Certificate Affidavit), and, if applicable, deliver the other Transmittal Documents. Subject to applicable Law, following

surrender of any such Company Certificates (or delivery of a Lost Certificate Affidavit) and, if applicable, delivery of the other Transmittal

Documents, SPAC shall promptly deliver to the record holders thereof, without interest, the certificates representing SPAC Common Stock

issued in exchange therefor and the amount of any such dividends or other distributions with a record date after the Effective Time theretofore

paid with respect to such SPAC Common Stock.

(f)

All securities issued upon the surrender of Company Securities in accordance with the terms hereof shall be deemed to have been issued

in full satisfaction of all rights pertaining to such Company Securities. Any Company Stockholder who has not exchanged its shares of

Company Common Stock for the applicable portion of the Merger Consideration in accordance with this Section 1.10 shall look only

to SPAC for payment of the portion of the Merger Consideration in respect of such shares of Company Common Stock without any interest

thereon (but with any dividends paid with respect thereto). Notwithstanding the foregoing, none of the Surviving Subsidiary, SPAC 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.

(g)

Notwithstanding anything to the contrary contained herein, no fraction of a share of SPAC Common Stock will be issued by virtue of the

Merger, the Earnout or the other transactions contemplated hereby, and each Person who would otherwise be entitled to a fraction of a

share of SPAC Common Stock (after aggregating all fractional shares of SPAC Common Stock that otherwise would be received by such holder)

shall instead have the number of shares of SPAC Common Stock issued to such Person rounded down in the aggregate to the nearest whole

share of SPAC Common Stock.

1.11

Earnout.

(a)

Subject to the terms and conditions set forth herein, the Company Stockholders as of immediately prior to the Effective Time (the “Earnout

Participants”) shall have the contingent right to receive up to an additional Six Million (6,000,000) shares of SPAC Common

Stock in the aggregate (subject to equitable adjustment for any share split, combination, dividend, recapitalization or similar transaction

after the Closing, including to account for any equity securities into which such shares are exchanged or converted, the “Earnout

Shares”), as additional consideration based upon the achievement of the Share Price Milestones or the Lease Milestone,

as applicable, as described in this Section 1.11 (each, individually, a “Milestone” and, collectively,

the “Milestones”) during the period commencing on the Closing Date and ending on the fifth (5th) anniversary

thereof (the “Earnout Period”); provided, that the Lease Milestone may also be achieved prior to the Closing

as provided in Section 1.11(b). Unless otherwise required by Law, all issuances of Earnout Shares to the Earnout Participants

shall be treated by the Parties as an adjustment to the Merger Consideration received by the Earnout Participants pursuant to this Article

I, shall constitute additional purchase consideration for the Company’s equity and not compensation for services, and shall not

be contingent on the continued employment or service of any Earnout Participant. For the avoidance of doubt, no financial performance

measurement, EBITDA calculation or audit shall be required in connection with the determination of whether any Earnout Shares have been

earned or are issuable pursuant to this Section ‎1.11. Each Earnout Participant shall be entitled to receive its Pro Rata

Share of any Earnout Shares that vest and become issuable in accordance with this Section 1.11. The achievement of any Milestone

is referred to herein as a “Triggering Event”.

(b)

If, at any time after the date of this Agreement until the expiration of the Earnout Period, the Company (or, after the Closing, the

Surviving Subsidiary or SPAC) executes a binding, arm’s-length lease for the entire Phase I capacity (five megawatt) of the Company’s

data center, with a tenant that is not an Affiliate of the Company and whose obligations thereunder are not funded or guaranteed by the

Company or any of its stockholders, and such lease contains an initial non-cancelable term of at least seven (7) years (the “Lease

Milestone”), then, subject to the terms and conditions of this Agreement, the Earnout Participants shall be entitled to

receive Three Million (3,000,000) Earnout Shares; provided, that if the Lease Milestone is achieved prior to the Closing, the corresponding

Earnout Shares shall be issued at the Closing together with the Merger Consideration.

(c)

At any time during the Earnout Period:

(i)

If the VWAP of the SPAC Common Stock over any three (3) consecutive calendar months (approximately sixty-three (63) Trading Days) equals

or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations, the “Tier

I Share Price Milestone”), then, subject to the terms and conditions of this Agreement, the Earnout Participants shall

be entitled to receive One Million Five Hundred Thousand (1,500,000) Earnout Shares; and

(ii)

If the VWAP of the SPAC Common Stock over any three (3) consecutive calendar months (approximately sixty-three (63) Trading Days) equals

or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations, the “Tier

II Share Price Milestone”, and together with the Tier I Share Price, the “Share Price Milestones”,

and each individually, a “Share Price Milestone”), then, subject to the terms and conditions of this Agreement,

the Earnout Participants shall be entitled to receive an additional One Million Five Hundred Thousand (1,500,000) Earnout Shares.

The

Share Price Milestones shall be tested as of the end of each calendar month beginning with the third (3rd) full calendar month after

the Closing and continuing through the end of the Earnout Period; provided, that a Share Price Milestone shall be achieved only if, over

the applicable measurement period, (A) the public float of the SPAC Common Stock held by non-Affiliates of SPAC is at least Two Million

(2,000,000) shares and (B) the average daily trading volume of the SPAC Common Stock is at least Fifty Thousand (50,000) shares. For

all purposes of this Section 1.11, the VWAP and trading volume shall exclude any trades by the pre-Closing Company Stockholders

or their respective Affiliates.

Notwithstanding

the foregoing, in the event that a Change of Control occurs during the Earnout Period, each Share Price Milestone that has not previously

been achieved shall be deemed achieved immediately prior to the consummation of such Change of Control if the per-share consideration

payable to holders of SPAC Common Stock in such Change of Control (as determined in good faith by the board of directors of SPAC, taking

into account the total consideration payable, including any cash, stock or other property, on a per-share basis and, in the case of non-cash

consideration, based on the fair market value thereof as of the date of the definitive agreement governing such Change of Control) equals

or exceeds the applicable Share Price Milestone threshold set forth in this Section 1.11(c)(ii); provided, that (x) the Tier II

Share Price Milestone shall not be deemed achieved pursuant to this paragraph unless the per-share consideration independently satisfies

the Tier II Share Price Milestone threshold, and (y) for the avoidance of doubt, this paragraph shall not apply to the Lease Milestone,

which shall be governed solely by Section 1.11(b). SPAC shall issue and deliver to the Earnout Participants all Earnout Shares

attributable to any Share Price Milestone deemed achieved pursuant to this paragraph concurrently with the consummation of such Change

of Control, with each Earnout Participant receiving its Pro Rata Share thereof.

(d)

In the event that any Milestone is not achieved during the Earnout Period, the Earnout Participants shall not be entitled to receive

any of the Earnout Shares with respect to such Milestone. For the avoidance of doubt, Earnout Shares shall vest and be issued only in

connection with the first achievement of any Milestone during the Earnout Period, and the Earnout Participants shall not be entitled

to Earnout Shares for any subsequent achievement of the same Milestone. The achievement of the Tier II Share Price Milestone shall be

deemed to include the achievement of the Tier I Share Price Milestone if not previously achieved, and, in such case, SPAC shall issue

the Earnout Shares attributable to each such Share Price Milestone together (upon which such Tier I Share Price Milestone shall be deemed

achieved and no further Earnout Shares shall become issuable upon any subsequent achievement of such Share Price Milestone).

(e)

With respect to the achievement of the Share Price Milestones, SPAC’s Chief Financial Officer (the “CFO”)

shall monitor the VWAP of the SPAC Common Stock following the end of each calendar month during the Earnout Period, and as soon as practicable

(and in any event within ten (10) Business Days) after the end of each calendar month during the Earnout Period (commencing with the

third (3rd) full calendar month after the Closing), the CFO will prepare and deliver to each of the Seller Representative and SPAC Representative

(each, a “Representative Party”) a written statement (each, an “Earnout Statement”)

that sets forth (i) the VWAP of the SPAC Common Stock for the three (3) consecutive calendar month measurement period then ended, (ii)

whether the conditions in Section 1.11(c) were satisfied over such measurement period and (iii) whether a Share Price Milestone

has been achieved as of the end of such calendar month. Similarly, as soon as practicable, and in any event within five (5) Business

Days after any other Triggering Event (including achievement of the Lease Milestone), the CFO will send an Earnout Statement to each

Representative Party indicating that a Triggering Event has occurred, along with the details of such Triggering Event. Each Representative

Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it, and each Representative Party and its

Representatives on its behalf may make inquiries to the CFO and related SPAC and Company personnel and advisors regarding questions concerning

or disagreements with the Earnout Statement arising in the course of their review thereof, and SPAC and the Company shall provide reasonable

cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party

shall deliver to SPAC (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto

(in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following

the date of delivery of such Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement

and calculation of the VWAP of SPAC Common Stock during the applicable portion of the Earnout Period (and whether a Share Price Milestone

has been achieved) and whether a Triggering Event has occurred as set forth therein. If such written statement is delivered by a Representative

Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections

for a period of ten (10) Business Days thereafter. If at the conclusion of such ten (10) Business Day period the Seller Representative

and the SPAC Representative have not reached an agreement on any objections with respect to the Earnout Statement, the Representative

Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the dispute resolution

procedure set forth in Section 1.11(f).

(f)

If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.11 to the Independent Expert

for final resolution, the Parties will follow the procedures set forth in this Section 1.11(f). Each Representative Party agrees

to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the

Independent Expert. All fees and expenses of the Independent Expert will be borne by the Representative Party whose position is furthest

from the final determination of the Independent Expert (the “Non-Prevailing Party”); provided, that if neither

Representative Party is clearly the Non-Prevailing Party, such fees and expenses shall be allocated equally between the Representative

Parties. Each Representative Party shall bear its own out-of-pocket costs and expenses incurred in connection with resolving any dispute

hereunder before the Independent Expert. The Independent Expert will determine only those issues still in dispute as of the date on which

the dispute is submitted to the Independent Expert and the Independent Expert’s determination will be based solely upon and consistent

with the terms and conditions of this Agreement. Each Representative Party will use its commercially reasonable efforts to make its presentation

as promptly as practicable following submission to the Independent Expert of the disputed items, and such Representative Party will be

entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests

of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including

this Section 1.11(f). It is the intent of the Parties hereto that the activities of the Independent Expert in connection herewith

are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration

rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the

Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible,

will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding

for all purposes hereunder (other than for fraud or manifest error). For purposes hereof, the “Independent Expert”

shall mean a mutually acceptable independent (i.e., no prior material business relationship with any party for the prior two (2) years)

accounting firm appointed by the SPAC Representative and the Seller Representative, which appointment will be made no later than ten

(10) days after the date notice is given to the Independent Expert; provided, that if the Independent Expert does not accept its appointment

or if the SPAC Representative and the Seller Representative cannot agree on the Independent Expert, in either case within twenty (20)

days after notice was given to the Independent Expert, either Representative Party may require, by written notice to the other Representative

Party, that the Independent Expert be selected by the New York City Regional Office of the AAA in accordance with the AAA’s procedures.

The Parties agree that the Independent Expert will be deemed to be independent even though a Party or its Affiliates may, in the future,

designate the Independent Expert to resolve disputes of the types described in this Section 1.11(f). The Parties acknowledge that

any information provided pursuant to this Section 1.11(f) will be subject to the confidentiality obligations of Section 5.15.

(g)

If there is a final determination in accordance with this Section 1.11 that the Earnout Participants are entitled to receive Earnout

Shares in respect of a Triggering Event, then SPAC will issue and deliver such Earnout Shares to the Earnout Participants within ten

(10) Business Days thereafter, with each Earnout Participant receiving its Pro Rata Share of such Earnout Shares (or, in the case of

Earnout Shares issuable in respect of a Lease Milestone achieved prior to the Closing, at the Closing as provided in Section 1.11(b)).

Earnout Shares will be issued only if and when earned as finally determined in accordance with this Section 1.11. Once issued,

Earnout Shares shall not be subject to any clawback, escrow, holdback or forfeiture, and shall not be forfeited or reduced by reason

of any subsequent decline in the trading price of the SPAC Common Stock or any subsequent failure of any condition. The Earnout Shares

shall be subject to the same lock-up restrictions (to the extent the applicable lock-up period has not expired prior to their issuance)

and registration rights as apply to the shares of SPAC Common Stock issued as Merger Consideration to the applicable Earnout Participant.

(h)

Following the Closing, SPAC and its Subsidiaries, including the Surviving Subsidiary, will be entitled to operate their respective businesses

based upon the business requirements of SPAC and its Subsidiaries. Each of SPAC and its Subsidiaries, including the Surviving Subsidiary,

will be permitted, following the Closing, to make changes at its sole discretion to its operations, organization, personnel, accounting

practices and other aspects of its business, including actions that may have an impact on the VWAP of the SPAC Common Stock and the ability

of the Earnout Participants to earn the Earnout Shares, and the Earnout Participants will not have any right to claim the loss of all

or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, (i) SPAC and the

SPAC Representative shall not, and shall cause their respective Affiliates not to, take or omit to take any action in bad faith with

the purpose or intent of avoiding, reducing, or preventing the achievement or attainment of any Milestone, and (ii) each Party shall

act in good faith and shall not take or facilitate any action intended to manipulate the trading price of the SPAC Common Stock or artificially

trigger, avoid, or suppress the achievement of any Share Price Milestone.

(i)

Without duplication of the provisions contained in the definition of the term “Earnout Shares”, if, between the Closing and

the date of issuance of any Earnout Shares under this Section 1.11, the outstanding shares of SPAC Common Stock shall have been

changed into a different number of shares or a different class, in either case, by reason of any stock dividend, change to capitalization,

subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred,

then any number, value (including dollar value, including each Share Price Milestone) or amount contained herein which is based upon

the number of shares of SPAC Common Stock will be appropriately adjusted to provide to the Earnout Participants and SPAC the same economic

effect as contemplated by this Agreement; provided, however, that this Section 1.11(i) shall not (i) be construed to permit SPAC

or the Company to take any action with respect to their respective Company Securities or SPAC Securities that is prohibited by the terms

and conditions of this Agreement, or (ii) apply to the Domestication or any other transactions expressly contemplated by this Agreement

or any Ancillary Document to the extent consummated in accordance with the terms contemplated by this Agreement and/or such Ancillary

Document, as applicable.

1.12

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 Surviving Subsidiary with full right, title and possession to all assets, property,

rights, agreements, privileges, powers and franchises of Merger Sub, the then current officers and directors of Surviving Subsidiary

and SPAC shall take all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

1.13

Appraisal and Dissenter’s Rights. Notwithstanding anything in this Agreement to the contrary, all shares of Company Stock

that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who (a) if the Required

Company Stockholder Approval is obtained at the Company Special Meeting, did not vote in favor of the adoption of this Agreement and

the Merger and has perfected her, his or its right to appraisal pursuant to Section 262 of the DGCL, including by delivering to the Company

a written demand for appraisal of her, his or its shares prior to the vote taken to authorize the Merger, or (b) if the Required

Company Stockholder Approval is obtained by delivery of the Company Written Consent, has delivered to the Company a written demand for

appraisal of such holder’s shares within twenty (20) days after the date on which the notice required by Section 262(d)(2) of the

DGCL is given to such stockholder, and, in either case, has not effectively withdrawn or lost such right as of the Effective Time (the

“Dissenting Shares”, and the holder of such Dissenting Shares, a “Dissenting Stockholder”)

shall not be converted into or represent a right to receive the Merger Consideration hereunder, and the holder thereof shall be entitled

only to such rights as are granted by the DGCL. The Company shall give SPAC prompt notice upon receipt by the Company of any such written

demands for payment of the fair value of such shares of Company Stock and of withdrawals of such demands and any other instruments provided

pursuant to the DGCL. If any holder of Dissenting Shares shall have effectively withdrawn or lost the right to dissent (through failure

to perfect or otherwise), the Dissenting Shares held by such holder shall be converted on a share-by-share basis into the right to receive

the Merger Consideration in accordance with the applicable provisions of this Agreement, without any interest thereon. Any payments made

in respect of Dissenting Shares shall be made by or at the direction of SPAC within the time period set forth in the DGCL. The Company

shall give SPAC (i) prompt notice of any written notices of intent to demand payment under the DGCL or other written notices relating

to the exercise of dissenters’ rights in respect of any shares of Company Stock, attempted withdrawals of such notices and any

other instruments served pursuant to the DGCL and received by the Company relating to shareholders’ dissenters’ rights and

(ii) the opportunity to direct all negotiations and proceedings and otherwise participate in negotiations and proceedings with respect

to demands for fair value under the DGCL. The Company shall not, except with the prior written consent of SPAC, voluntarily make any

payment with respect to, or settle, or offer or agree to settle, any such demand for payment or approve any withdrawal of any such demands.

Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall

be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders

shall have no right to any portion of the Merger Consideration with respect to any Dissenting Shares.

Article

CLOSING

2.1

Closing. Subject to the satisfaction or waiver of the conditions set forth in Article VI, the consummation of the transactions

contemplated by this Agreement (the “Closing”) shall take place at the offices of Ellenoff Grossman & Schole,

LLP (“EGS”), counsel to SPAC, at 1345 Avenue of the Americas, New York, NY 10105, on a date and at a time to

be agreed upon by SPAC and the Company, which date shall be no later than the second (2nd) Business Day after all the Closing

conditions to this Agreement have been satisfied or waived, or at such other date, time or place (including remotely) as SPAC and the

Company may agree (the date and time at which the Closing is actually held being the “Closing Date”).

Article

III

REPRESENTATIONS AND WARRANTIES OF SPAC

Except

as set forth in (i) the disclosure schedules delivered by SPAC to the Company 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, or (ii) the SEC

Reports that are available on the SEC’s website through EDGAR, SPAC represents and warrants to the Company, as follows:

3.1

Organization and Standing. SPAC is an exempted company duly incorporated, validly existing and in good standing under the Laws

of the Cayman Islands. Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the state

of Delaware. Each of SPAC 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 SPAC 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, except where the failure to be so qualified or licensed or in good standing can

be cured without material cost or expense. SPAC and Merger Sub have heretofore made available to the Company accurate and complete copies

of their respective Organizational Documents, as currently in effect. Neither SPAC nor Merger Sub is in violation of any provision of

its respective Organizational Documents in any material respect.

3.2

Authorization; Binding Agreement. Each of SPAC 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 respective 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 SPAC 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 the Agreement, on the part of SPAC 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. The execution and delivery of this Agreement and each Ancillary Document

to which Merger Sub is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized

by all necessary corporate or other organizational action and no other corporate or organizational actions or proceedings, other than

as set forth elsewhere in the Agreement, on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement

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

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

by SPAC or Merger Sub 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 or Merger

Sub, enforceable against SPAC or Merger Sub 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”).

3.3

Governmental Approvals. Except as otherwise described on Schedule 3.3, no Consent of any Governmental Authority, on the

part of SPAC or Merger Sub is required to be obtained or made in connection with the execution, delivery or performance by SPAC or Merger

Sub of this Agreement and each Ancillary Document to which it is a party or the consummation by SPAC or Merger Sub of the transactions

contemplated hereby and thereby, other than (a) pursuant to Antitrust Laws, (b) such filings as contemplated by this Agreement, (c) any

filings required with Nasdaq 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 SPAC or Merger Sub.

3.4

Non-Contravention. Except as otherwise described on Schedule 3.4, the execution and delivery by SPAC or Merger Sub of this

Agreement and each Ancillary Document to which it is a party, the consummation by SPAC or Merger Sub of the transactions contemplated

hereby and thereby, and compliance by SPAC or Merger Sub with any of the provisions hereof and thereof, will not (a) conflict with

or violate any provision of SPAC’s or Merger Sub’s Organizational Documents, (b) contravene or conflict with or constitute

a violation of any provisions of Law or Order binding upon or applicable to SPAC or Merger Sub, (c) subject to obtaining the Consents

from Governmental Authorities referred to in Section 3.3 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 Merger Sub or any of their properties or assets, or (d) (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 or Merger Sub under, (v) result

in a 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 or Merger Sub 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 SPAC Material Contract,

except for any deviations from any of the foregoing clauses (c) or (d) that would not reasonably be expected to have a Material Adverse

Effect on SPAC or Merger Sub.

3.5

Capitalization.

(a)

SPAC’s authorized share capital is $55,500, comprised of: (i) 550,000,000 SPAC Ordinary Shares, consisting of 500,000,000 SPAC

Class A Ordinary Shares, of which 10,961,000 SPAC Class A Ordinary Shares are issued and outstanding as of the date of this Agreement,

and 50,000,000 SPAC Class B Ordinary Shares, of which 3,772,603 SPAC Class B Ordinary Shares are issued and outstanding as of the date

of this Agreement, and (ii) 5,000,000 SPAC Preference Shares, of which no shares are issued and outstanding as of the date of this Agreement.

All issued and outstanding SPAC Securities 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 Companies Act, SPAC’s Organizational Documents or any Contract to which SPAC is a party. None of the issued

and outstanding SPAC Securities has been issued in violation of any applicable securities Laws. Prior to giving effect to the Merger,

Merger Sub is authorized to issue 1,000 shares of Merger Sub Common Stock, all of which are issued and outstanding, and all of which

are owned by SPAC. Prior to giving effect to the Merger, other than Merger Sub, SPAC does not have, and has not had, any Subsidiaries

or own any equity interests in any other Person.

(b)

Except as set forth on Schedule 3.5(a) or Schedule 3.5(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

shares 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 shares, 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 on Schedule 3.5(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. Schedule ‎3.5(b) sets forth, with respect

to any bonds, debentures, notes or other Indebtedness of SPAC that is convertible into or exchangeable for equity securities of SPAC,

the complete terms of such conversion or exchange rights, including the conversion or exchange price, the number and type of securities

issuable upon such conversion or exchange, and any conditions or limitations applicable thereto.

(c)

All Indebtedness of SPAC as of the date of this Agreement is disclosed on Schedule 3.5(c). No Indebtedness of SPAC contains any

restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by SPAC or (iii) the ability of

SPAC to grant any Lien on its properties or assets.

(d)

All accrued but unpaid Expenses of SPAC as of the date of this Agreement are disclosed on Schedule ‎3.5(d), including, without

limitation, all deferred advisory fees (including any fees or commissions payable to the IPO Underwriter upon consummation of a Business

Combination) and all amounts owed by SPAC to the Sponsor. No accrued but unpaid Expenses of SPAC that are required to be disclosed on

Schedule ‎3.5(d) have been omitted therefrom.

3.6

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 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 and SPAC has not taken any action prohibited by Section 402 of SOX regarding this Section 3.6(a).

Except to the extent available on the SEC’s website 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 as required, (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, collectively, 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”).

As of their respective dates, 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. As of the date of this Agreement, (A) SPAC Public Units, SPAC Class A Ordinary Shares,

and 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.

(b)

SPAC maintains disclosure controls and procedures required by Rules 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures

are reasonably designed to ensure that all material information concerning SPAC and other material information required to be disclosed

by SPAC in the reports and other documents that it files or furnishes under the Exchange Act is made known on a timely basis to the individuals

responsible for the preparation of SPAC’s SEC filings and other public disclosure documents.

(c)

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 SPAC Financials, 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).

(d)

Except to the extent reflected or reserved against in 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 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 formation in the ordinary course of business. SPAC has no off-balance sheet arrangements.

(e)

There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the

Exchange Act) or director of SPAC.

3.7

Absence of Certain Changes. As of the date of this Agreement, except as set forth on Schedule 3.7, 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 through

the date of this Agreement, not been subject to a Material Adverse Effect.

3.8

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.

3.9

Actions; Orders; Permits.

(a)

There is no (i) Action of any nature currently pending or, to the Knowledge of SPAC, threatened against SPAC or Merger Sub, or any of

their respective current or former directors or officers (in their capacity as such), or (ii) Order now pending or outstanding or that

was rendered by a Governmental Authority, in either case of (i) or (ii), that would reasonably be expected to have, individually or in

the aggregate, a Material Adverse Effect on SPAC or Merger Sub. Since the formation of SPAC, none of the current or former officers or

directors of SPAC or Merger Sub have been charged with, indicted for, arrested for, or convicted of any felony or any crime involving

fraud.

(b)

SPAC holds all material 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 Consent or for such Consent to

be in full force and effect would not reasonably be expected to have a Material Adverse Effect on SPAC.

3.10

Taxes and Returns.

(a)

SPAC has timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which Tax Returns are accurate

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 SPAC Financials have been established

in accordance with GAAP. Schedule 3.10(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 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 incorporation, 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.

(c)

To the Knowledge of SPAC, there are no facts or circumstances that would reasonably be expected to prevent the Merger from qualifying

as a “reorganization” within the meaning of Section 368(a)(2)(E) of the Code.

3.11

Employees and Employee Benefit Plans. Except as set forth on Schedule 3.11, SPAC does not (a) have any paid employees or

(b) maintain, sponsor, contribute to or otherwise have any Liability under, any Benefit Plans.

3.12

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 material Personal Property.

3.13

Material Contracts.

(a)

Except as set forth on Schedule 3.13(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 creates or imposes a Liability greater

than $250,000 (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 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.

3.14

Transactions with Affiliates. Schedule 3.14 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 ten percent (10%) of SPAC’s outstanding share capital as of the date hereof. Each

Contract or arrangement set forth on Schedule ‎3.14 was entered into on arm’s-length terms and is on terms no less favorable to SPAC

than would be obtainable in a comparable arm’s-length transaction with a Person that is not an Affiliate of SPAC.

3.15

Merger Sub Activities . Since its formation, Merger Sub has not engaged in any business activities other than as contemplated

by this Agreement, does not own directly or indirectly any ownership, equity, profits or voting interest in any Person and has no assets

or Liabilities except those incurred in connection with this Agreement and the Ancillary Documents to which it is a party and the transactions

contemplated by this Agreement, and, other than this Agreement and the Ancillary Documents to which it is a party, Merger Sub is not

party to or bound by any Contract.

3.16

Investment Company Act. SPAC is not an “investment company” or a Person directly or indirectly “controlled”

by or acting on behalf of an “investment company”, or required to register as an “investment company”, in each

case within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”).

3.17

Finders and Brokers. Except as set forth on Schedule 3.17, no broker, finder or investment banker is entitled to any brokerage,

finder’s or other fee or commission from SPAC, 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.

3.18

Certain Business Practices.

(a)

Neither SPAC, nor, to the Knowledge of SPAC, 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.

(c)

None 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 (i) 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”), the

U.S. Department of State, or other applicable Governmental Authority; (ii) organized, resident, or located in, or a national of a comprehensively

sanctioned country; or (iii) in the aggregate, fifty percent (50%) or greater owned, directly or indirectly, or otherwise controlled,

by a person identified in (i) or (ii); 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 or the U.S. Department of State since the Company’s incorporation.

3.19

SPAC Trust Account. As of June 30, 2026, the Trust Account had a balance of approximately $102,612,000. Such monies are invested

solely in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act or money

market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, and held in trust by the Trustee

pursuant to the Trust Agreement. The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms

(subject to the Enforceability Exceptions) and has not been amended or modified. SPAC has complied in all material respects with the

terms of the Trust Agreement and is not in material breach thereof or material default thereunder and there does not exist under the

Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a material breach or material

default by SPAC or, to the Knowledge of SPAC, by the Trustee. There are no separate contracts, agreements, side letters or other agreements

or understandings (whether written or unwritten, express or implied) between SPAC and the Trustee that would cause the description of

the Trust Agreement in the SEC Reports to be inaccurate in any material respect and/or that would entitle any Person (other than the

underwriters of the IPO, Public Shareholders who shall have elected to redeem their SPAC Class A Ordinary Shares pursuant to SPAC’s

Organizational Documents (or in connection with an extension of SPAC’s deadline to consummate a Business Combination) or Governmental

Authorities for Taxes) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust

Account may be released except as described in the Trust Agreement and the IPO Prospectus. There are no Actions pending or, to the knowledge

of SPAC, threatened with respect to the Trust Account.

3.20

Insurance. SPAC maintains such insurance policies as are customary for a blank check company of its type and stage. 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. Each such insurance policy is legal, valid, binding, enforceable and in full force and effect. Since the formation

of SPAC, SPAC has not received any written notice from, or on behalf of, any insurance carrier relating to any adverse change in the

conditions of insurance or any refusal to issue an insurance policy or non-renewal of a policy that would reasonably be expected to have

a Material Adverse Effect on SPAC.

3.21

Books and Records. All of the financial books and records of SPAC 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.

3.22

Exclusivity of Representations.

(a)

Except for the representations and warranties contained in this Article III, neither SPAC nor any other Person or entity on behalf of

SPAC has made or makes any representation or warranty, whether express or implied, with respect to SPAC or Merger Sub, or their respective

Affiliates or their businesses, affairs, assets, Liabilities, financial condition, results of operations, future operating or financial

results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates,

projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made

available to the Company, any of their Affiliates or any of their Representatives by or on behalf of SPAC. Neither

SPAC nor any other Person on behalf of SPAC has made or makes any representation or warranty,

whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company,

any of its Affiliates or any of its Representatives of future revenues, future results of operations (or any component thereof), future

cash flows or future financial condition (or any component thereof) of SPAC or Merger Sub or any of their respective Affiliates, whether

or not included in any management presentation.

(b)

SPAC, on behalf of itself and its Affiliates, acknowledges and agrees that, (i) it has conducted its own independent investigation

of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company, (ii) it has

been afforded satisfactory access to the books and records, facilities and personnel of the Company for purposes of conducting such investigation,

and (iii) except for the representations and warranties contained in Article IV, neither the Company nor any other Person or entity on

behalf of the Company have made or makes, and SPAC and its Affiliates have not relied upon, any representation or warranty, whether express

or implied, with respect to the Company, its Affiliates or their respective businesses, affairs, assets, Liabilities, financial condition,

results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness

of the assumptions underlying such estimates, projections, forecasts, plans or prospects), whether

or not included in any management presentation, or with respect to the accuracy or completeness of any other information provided

or made available to SPAC or any of its Affiliates or any of its or their Representatives.

3.23

Information Supplied. None of the information supplied or to be supplied by 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 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 (provided, if such information is revised by any subsequently filed amendment

or supplement to the Registration Statement prior to the time the Registration Statement is declared effective by the SEC, this clause

(a) shall solely refer to the time of such subsequent revision or supplement). None of the information supplied or to be supplied by

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, SPAC makes no representation, warranty or covenant with respect

to any information supplied by or on behalf of the Target Companies or its Affiliates.

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, the Company hereby

represents and warrants to SPAC and Merger Sub, as follows:

4.1

Organization and Standing. The Company is a corporation duly incorporated, validly existing and in good standing under the DGCL

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 Subsidiary of the Company is a corporation or other entity duly organized, validly existing and in good standing under

the Laws of its jurisdiction of organization and has all requisite corporate or limited liability company power and authority, as applicable,

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 4.1 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 its Organizational Documents and the Organizational Documents of each of its Subsidiaries,

each as amended to date and as currently in effect. No Target Company is in violation of any provision of its Organizational Documents.

4.2

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 Stockholder 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 Company’s board of directors

in accordance with the Company Charter, any other applicable Law or any Contract to which the Company or any of its equity holders is

a party or by which it or its securities are bound and (b) other than the Required Company Stockholder 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 has been or 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. The Company’s board of

directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other

transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved

this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that

this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company’s

stockholders adopt this Agreement. The Company Support Agreement delivered by the Company has been executed by AHPC Holding LLC, which

holds shares of Company Common Stock representing at least the Required Company Stockholder Approval, and such Company Support Agreement

is in full force and effect.

4.3

Capitalization.

(a)

The Company is authorized to issue 1,000,000 shares of Company Common Stock, of which 112,500 shares are issued and outstanding. Prior

to giving effect to the transactions contemplated by this Agreement, all of the issued and outstanding shares of Company Common Stock,

Company Convertible Securities and other equity interests of the Company are set forth on Schedule ‎4.3(a), along with the

beneficial and record owners thereof, all of which shares and other equity interests are owned free and clear of any Liens other than

those imposed under the Company Charter. All of the outstanding shares and other equity interests of the Company have been duly authorized,

are fully paid and non-assessable and not in violation of any purchase option, right of first refusal, preemptive right, subscription

right or any similar right under any provision of the DGCL, any other applicable Law, the Company Charter or any Contract to which the

Company is a party or by which it or its securities are bound. The Company holds no shares or other equity interests of the Company in

its treasury. None of the outstanding shares or other equity interests of the Company were issued in violation of any applicable securities

Laws.

(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 any of its equity holders is a party or bound relating to any equity

securities of the Company, whether or not outstanding. There are no issued, reserved for issuance, outstanding or authorized option,

restricted unit award, restricted interest award, profits interest, profit participation, equity appreciation, phantom equity, or equity-based

award or similar rights with respect to the Company. Except as set forth on Schedule 4.3(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.

There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any equity interests or securities

of the Company, nor has the Company granted any registration rights to any Person with respect to the Company’s equity securities.

All of the Company’s securities 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).

(c)

The Company has not declared or paid any distribution or dividend in respect of its equity interests and has not repurchased, redeemed

or otherwise acquired any equity interests of the Company, and the stockholders of the Company have not authorized any of the foregoing.

4.4

Subsidiaries. Schedule 4.4(a) 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), (c) the number of issued and

outstanding shares or other equity interests and the record holders and beneficial owners thereof and (d) its Tax election to be treated

as a corporate or a disregarded entity under the Code and any state or applicable non-U.S. Tax laws, if any. 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. Except as listed

on Schedule 4.4(b), 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 issued, reserved for issuance,

outstanding or authorized option, restricted unit award, restricted interest award, profits interest, equity appreciation, phantom equity,

profit participation, or equity-based award or similar rights granted by any Subsidiary of the Company. No Target 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 4.4(a), the Company

does not own or have any rights to acquire, directly or indirectly, any equity interests of, or otherwise Control, any Person. None of

the Company or its Subsidiaries 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.

4.5

Governmental Approvals. Except as otherwise described on Schedule 4.5, 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 are expressly contemplated by this Agreement or (b) pursuant to Antitrust Laws.

4.6

Non-Contravention. Except as otherwise described on Schedule 4.6, 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 4.5 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 material 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 a 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 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 any of the foregoing

clause (c) that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Target Companies.

4.7

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), consisting of the audited consolidated balance sheets of

the Target Companies as of June 30, 2025, and the related audited consolidated income statements, changes in shareholder equity and

statements of cash flows for the fiscal year then ended, each audited in accordance with PCAOB auditing standards by a PCAOB

qualified auditor, (ii) the Company-prepared financial statements, consisting of the consolidated balance sheet of the Target

Companies as of December 31, 2025 (the “Interim Balance Sheet Date”) and the related consolidated income

statement, changes in shareholder equity and statement of cash flows for the six (6) months then ended, (iii) the unaudited

consolidated financial statements of the Target Companies as of and for the fiscal year ended June 30, 2026, consisting of the

unaudited consolidated balance sheet of the Target Companies as of June 30, 2026 and the related unaudited consolidated income

statement, changes in equity and cash flows for the fiscal year then ended, together with the related notes thereto, and (iv) when

delivered in accordance with the requirements of Section 5.4(a), the audited consolidated financial statements of the Target

Companies as of and for the fiscal year ended June 30, 2026, consisting of the audited consolidated balance sheet of the Target

Companies as of June 30, 2026, and the related audited consolidated income statements, changes in equity and cash flows for the

fiscal year then ended, and the related notes thereto, audited by a PCAOB qualified auditor in accordance with PCAOB auditing

standards (the “2026 Audited Financials”). True and correct copies of the Company Financials described in

clauses (i), (ii) and (iii) above have been provided to SPAC and the 2026 Audited Financials will be delivered to SPAC in accordance

with the requirements of Section 5.4(a). The Company Financials (i) do and will accurately reflect the books and records of

the Target Companies as of the times and for the periods referred to therein, (ii) were and will be prepared in accordance with

GAAP, consistently applied throughout and among the periods involved (except that the unaudited statements exclude the footnote

disclosures and other presentation items required for GAAP and exclude year-end adjustments which will not be material in amount),

(iii) do and will comply with all applicable accounting requirements under the Securities Act and the rules and regulations of the

SEC thereunder, and (iv) do and will 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 fraud that involves management or other employees who have

a significant role in the internal controls over financial reporting of any Target Company. To the Knowledge of the Company, no Target

Company employee has engaged in any fraud with respect to the business activities or operations of any Target Company. Since the Company’s

incorporation, 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.

(c)

The Target Companies do not have any Indebtedness other than the Indebtedness set forth on Schedule 4.7(c), which schedule sets

for the amounts (including principal and any accrued but unpaid interest or other obligations) with respect to such Indebtedness. Except

as disclosed on Schedule 4.7(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 4.7(c), no Target Company is subject to any Liabilities or obligations required to be

reflected on a balance sheet prepared in accordance with GAAP, 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 Interim Balance Sheet Date and

contained in the unaudited Company Financials or (ii) not material and that were incurred after the Interim

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 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. Except as otherwise disclosed on Schedule 4.7(f), 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) within ninety (90) days.

4.8

Absence of Certain Changes. Except as set forth on Schedule 4.8, since December 31, 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 5.2(b) (without

giving effect to Schedule 5.2) if such action were taken on or after the date hereof without the consent of SPAC.

4.9

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 any written or, to the Knowledge of the Company, oral notice of any material conflict

or material 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.

4.10

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

4.10. 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.

4.11

Litigation. Except as described on Schedule 4.11, there is no (a) Action of any nature currently pending or, to the

Company’s Knowledge, threatened, and no such Action has been brought or, to the Company’s Knowledge, threatened since the

Company’s incorporation; or (b) Order now pending or outstanding or that was rendered by a Governmental Authority since the Company’s

incorporation, in either case of (a) or (b) by or against any Target Company, its current or former directors, managers, 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 4.11, if finally determined adversely to the Target Companies, will not have, either individually or in the aggregate,

a Material Adverse Effect upon any Target Company. Since the Company’s incorporation, none of the current or former officers, senior

management, managers or directors of any Target Company have been charged with, indicted for, arrested for, or convicted of any felony

or any crime involving fraud.

4.12

Material Contracts.

(a)

Schedule 4.12(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 4.12(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)

by its terms, individually or with all related Contracts, resulted, during the twelve (12)-month period prior to the date hereof, in

aggregate payments or receipts to or by the Target Companies under such Contract or Contracts of at least $1,250,000 individually or

$2,500,000 in the aggregate;

(viii)

is with any Top Customer or Top Supplier;

(ix)

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;

(x)

is between any Target Company and any directors, officers or employees of a Target Company (other than at-will employment arrangements

with employees entered into in the ordinary course of business consistent with past practice), including all non-competition, severance

and indemnification agreements, or any Related Person;

(xi)

obligates the Target Companies to make any capital commitment or expenditure in excess of $500,000 (including pursuant to any joint venture);

(xii)

relates to a material settlement entered into since the Company’s incorporation or under which any Target Company has outstanding obligations

(other than customary confidentiality obligations);

(xiii)

provides another Person (other than another Target Company or any manager, director or officer of any Target Company) with a power of

attorney;

(xiv)

relates to the development, ownership, licensing or use of any Intellectual Property by, to or from any Target Company, other than (A)

Off-the-Shelf Software and (B) non-exclusive licenses of commercially available Intellectual Property entered into in the ordinary course

of business consistent with past practice with annual fees or payments of less than $250,000;

(xv)

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

(xvi)

is otherwise material to the Target Companies taken as a whole and not described in clauses (i) through (xv) above.

(b)

Except as disclosed on Schedule 4.12(b), with respect to each Company Material Contract: (i) such Company Material Contract is

valid and binding and enforceable in all respects against the Company 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 that provides for a continuing obligation by any Party

thereto 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; and (vi) no Target Company has waived any material rights under any such Company Material

Contract.

4.13

Intellectual Property.

(a)

Schedule 4.13(a)(i) sets forth: (i) all U.S. and foreign registered Patents, Trademarks, Copyrights and Internet Assets and applications

owned or licensed by a Target Company or otherwise used or held for use by a Target Company in which a Target Company is the owner, applicant

or assignee (“Company Registered IP”), specifying as to each item, as applicable: (A) the nature of the

item, including 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 and (ii)

all material unregistered Intellectual Property owned or licensed or purported to be owned or licensed by a Target Company. Schedule

4.13(a)(ii) sets forth all Intellectual Property licenses, sublicenses and other agreements or permissions (“Company

IP Licenses”) (other than “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 $10,000 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, and describes (A) the applicable Intellectual

Property licensed, sublicensed or used and (B) any royalties, license fees or other compensation due from a Target Company, if any. To

the Knowledge of the Company, each Target Company owns, free and clear of all Liens (other than Permitted Liens), has valid and enforceable

rights in, and has the unrestricted right to use, sell, license, transfer or assign, all Intellectual Property currently used, licensed

or held for use by such Target Company, and previously used or licensed by such Target Company, except for the Intellectual Property

that is the subject of the Company IP Licenses. No item of Company Registered IP that consists of a pending Patent application fails

to identify all pertinent inventors, and for each Patent and Patent application in the Company Registered IP, the Target Companies have

obtained valid assignments of inventions from each inventor. Except as set forth on Schedule 4.13(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, and such Target Company has recorded assignments of all Company

Registered IP with any applicable Intellectual Property offices or Governmental Authorities.

(b)

Each Target Company has a valid and enforceable license to use all Intellectual Property that is the subject of the Company IP Licenses

applicable to such Target Company. The Company IP Licenses include all of the licenses, sublicenses and other agreements or permissions

necessary to operate the Target Companies as presently conducted. 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 breach or default thereunder, nor has any event occurred that with notice or lapse of time or both would

constitute a default thereunder. The continued use by the Target Companies of the Intellectual Property that is the subject of the Company

IP Licenses in the same manner that it is currently being used is not restricted by any applicable license of any Target Company. All

registrations for Copyrights, Patents, Trademarks and Internet Assets that are owned by or exclusively licensed to any Target Company

are valid, in force and in good standing with all required fees and maintenance and/or renewal fees having been paid with no Actions

pending, and all applications to register any Copyrights, Patents and Trademarks are pending and in good standing, all without challenge

of any kind other than office actions that may be issued by the applicable Intellectual Property office or governmental agency in the

ordinary course of filing and prosecuting such applications. No Target Company is party to any Contract that requires a Target Company

to assign to any Person all of its rights in any Intellectual Property developed by a Target Company under such Contract.

(c)

Schedule 4.13(c) sets forth all licenses, sublicenses and other agreements or permissions under which a Target Company is the

licensor (each, an “Outbound IP License”), and for each such Outbound IP License, describes (i) the applicable

Intellectual Property licensed, (ii) the licensee under such Outbound IP License, and (iii) any royalties, license fees or other compensation

due to a Target Company, if any. Each Target Company has performed all obligations imposed on it in the Outbound IP Licenses, and such

Target Company is not, nor, to the Knowledge of the Company, is any other party thereto, in breach or default thereunder, nor has any

event occurred that with notice or lapse of time or both would constitute a default thereunder.

(d)

No Action is pending or, to the Company’s Knowledge, threatened against a Target Company that challenges the validity, enforceability,

ownership or right to use, sell, license or sublicense, or that otherwise relates to, any Intellectual Property currently owned, licensed,

used or held for use by the Target Companies, nor, to the Knowledge of the Company, is there any reasonable basis for any such Action.

No Target Company has received any written or, to the Knowledge of the Company, oral notice or claim asserting or suggesting that any

infringement, misappropriation, violation, dilution or unauthorized use 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, nor to the Knowledge of the

Company is there a reasonable basis therefor. 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) other than the Outbound IP Licenses, 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 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 currently, or since the Company’s incorporation has been,

infringing upon, misappropriating or otherwise violating any Intellectual Property owned, licensed by, licensed to, or otherwise used

or held for use by any Target Company (“Company IP”) in any material respect.

(e)

All officers, directors, employees and independent contractors of a Target Company (and each of their respective Affiliates) have assigned

to the Target Companies all Intellectual Property arising from the services performed for a Target Company by such Persons and, where

applicable, all such assignments of Company Registered IP have been recorded. 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 referenced in subsections under which employees and independent contractors

assigned their Intellectual Property to a Target Company. To the Company’s Knowledge, none of the employees of any Target Company

is obligated under any Contract, or subject to any Order, that would materially interfere with the use of such employee’s best

efforts to promote the interests of the Target Companies, or that would materially conflict with the business of any Target Company as

presently conducted or contemplated to be conducted. Each Target Company has taken reasonable security measures in order to protect the

secrecy, confidentiality and value of the material Company IP.

(f)

To the Knowledge of the Company, no Person has obtained unauthorized access to third party information and data (including personally

identifiable information) in the possession of a Target Company, nor has there been any other material compromise of the security, confidentiality

or integrity of such information or data, and no written or, to the Knowledge of the Company, oral complaint relating to an improper

use or disclosure of, or a breach in the security of, any such information or data has been received by a Target Company. Each Target

Company has complied in all material respects with all applicable Laws and Contract requirements relating to privacy, personal data protection,

and the collection, processing and use of Personal Information and its own privacy policies and guidelines. The operation of the business

of the Target Companies has not and does not violate any right to privacy or publicity of any third person, or constitute unfair competition

or trade practices under applicable Law.

(g)

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.

(h)

To the extent that any Software constitutes any material unregistered Intellectual Property owned by the Company or a Target Company,

or any Software is the subject of any Company IP Licenses, to the Knowledge of the Company, such Software is free of all viruses, worms,

Trojan horses and other material known contaminants and does not contain any bugs, errors, or problems of a material nature that would

disrupt its operation or have a material adverse impact on the operation of other Software.

4.14

Taxes and Returns.

(a)

Each Target Company has 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. Each Target Company

has complied in all material respects with all applicable Laws relating to Tax.

(b)

There is no Action currently pending or, to the Knowledge of the Company, threatened 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.

(c)

No Target Company is being audited by any Tax authority or has been notified in writing 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 amount of material

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 accounting method (except as required by a change in Law) or entered into any closing agreement

with any taxing authority affecting or otherwise settled or compromised any material Tax Liability or refund.

(g)

No Target Company has participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined

in U.S. Treasury Regulation section 1.6011-4.

(h)

No Target Company has any Liability or potential Liability for the Taxes of another Person (other than another Target Company) that is

not adequately reflected in the Company Financials (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 is 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 is 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 any 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)

The Company has not been, is not, and immediately prior to the Effective Time will not be, treated as an “investment company”

within the meaning of Section 368(a)(2)(F) of the Code.

(k)

To the Knowledge of the Company, there are no facts or circumstances that would reasonably be expected to prevent the Merger from qualifying

as a “reorganization” within the meaning of Section 368(a)(2)(E) of the Code.

4.15

Real and Personal Property.

(a)

Schedule 4.15(a) 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”), as well as the current annual rent and term under each Company Real Property Lease. 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).

(b)

Each item of Personal Property which is currently owned, used or leased by a Target Company with a book value or fair market value of

greater than Five Hundred Thousand Dollars ($500,000) is set forth on Schedule 4.15(b), along with, to the extent applicable,

a list of lease agreements, lease guarantees, security agreements and other agreements related thereto, including all amendments, terminations

and modifications thereof or waivers thereto (“Company Personal Property Leases”). Except as set forth on Schedule

4.15(b), to the Knowledge of the Company, all such items of Personal Property 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 SPAC a true and complete copy

of each of the 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 written notice of any such condition.

4.16

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 most recent balance sheet included in the Company Financials

and (d) Liens set forth on Schedule 4.16. 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 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.

4.17

Employee Matters

(a)

Except as set forth on Schedule 4.17(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. 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 4.17(a) sets forth all unresolved labor controversies (including unresolved

employee, consultant or independent contractor claims, grievances and/or disputes, whether raised internally with the Company or through

a representative, including any harassment, age or other discrimination, or retaliation claims, wage and hour claims, and any other claims

arising under local, state or federal labor and employment laws), 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)

Except as set forth on Schedule 4.17(b), each Target Company (i) is and since the Company’s incorporation has been in compliance

in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment,

legally-required trainings and notices, health and safety and wages and hours, and other Laws relating to discrimination, harassment,

retaliation, 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 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). There are no 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.

(c)

Schedule 4.17(c) hereto sets forth a complete and accurate list as of the date hereof of all employees of the Target Companies

showing for each as of such date (i) the employee’s name, job title or description, employer, location, salary level (including

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 salary paid during the fiscal

year ended June 30, 2026, and (iii) any wages, salary, bonus, commission or other compensation due and owing to each employee during

or for the fiscal year ended June 30, 2026. Except as set forth on Schedule 4.17(c), (A) no employee is a party to a written employment

Contract with a Target Company and each is employed “at will”, and (B) the Target Companies have paid in full 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 obligation or Liability (whether or not contingent) with respect to severance payments to any such employees

under the terms of any written or, to the Company’s Knowledge, oral agreement, or commitment or any applicable Law, custom, trade

or practice. Except as set forth on Schedule 4.17(c), each Target Company employee 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 4.17(d) contains a list of all independent contractors (including consultants) currently engaged by any Target Company,

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 4.17(d), all of such independent contractors

are a party to a written Contract with a Target Company. Each such independent contractor has entered into customary covenants regarding

confidentiality, non-competition 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 independent contractors

who are currently, or since the Company’s incorporation have been, engaged by a Target Company are bona fide independent contractors

and not employees of a Target Company. Each 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.

(e)

To the Knowledge of the Company, the Company has investigated all workplace harassment (including sexual harassment), discrimination,

retaliation, and workplace violence written claims, if any, relating to current and/or former employees of the Company or third parties

who interacted with current and/or former employees of the Company. With respect to each such written claim with potential merit, the

Company has taken corrective action reasonably appropriate in light of the circumstances. Further, to the Knowledge of the Company, no

allegations of sexual harassment have been made to the Company against any individual in his or her capacity as director or an executive

officer of the Company.

4.18

Benefit Plans.

(a)

Set forth on Schedule 4.18(a) is a true and complete list of each Benefit Plan of a Target Company (each, a

“Company Benefit Plan”). With respect to each Company Benefit Plan, there are no funded benefit

obligations for which contributions have not been made or properly accrued and there are no unfunded benefit obligations that have

not been accounted for by reserves, or otherwise properly footnoted in accordance with GAAP on the audited Company Financials. No Target Company is or has in the past been a member of a “controlled group” for purposes of Section

414(b), (c), (m) or (o) of the Code, nor does any Target Company have any Liability with respect to any collectively bargained for

plans, whether or not subject to the provisions of ERISA. No statement, either written or oral, has been made by any Target Company

to any Person with regard to any Company Benefit Plan that was not in accordance with the Company Benefit Plan in any material

respect.

(b)

Except as set forth on Schedule 4.18(b), each Company Benefit Plan is and has been operated at all times in compliance with all

applicable Laws in all material respects, including ERISA and the Code. Each Company Benefit Plan which is intended to be “qualified”

within the meaning of Section 401(a) of the Code (i) has been determined by the IRS to be so qualified (or is based on a prototype plan

which has received a favorable opinion letter) during the period from its adoption to the date of this Agreement and (ii) its related

trust has been determined to be exempt from taxation under Section 501(a) of the Code or the Target Companies have requested an initial

favorable IRS determination of qualification and/or exemption within the period permitted by applicable Law. No fact exists which could

adversely affect the qualified status of such Company Benefit Plans or the exempt status of such trusts.

(c)

With respect to each Company Benefit Plan, the Company has provided to SPAC accurate and complete copies, if applicable, of: (i) all

Company Benefit Plan texts and agreements and related trust agreements or annuity Contracts (including any amendments, modifications

or supplements thereto) or an accurate written summary of any Company Benefit Plan which is unwritten, (ii) all summary plan descriptions

and material modifications thereto, (iii) the three (3) most recent Forms 5500, if applicable, and annual report, including all schedules

thereto, (iv) the most recent annual and periodic accounting of plan assets, (v) the three (3) most recent nondiscrimination testing

reports, (vi) the most recent determination letter received from the IRS, if any, (vii) the most recent actuarial valuation, and (viii)

all material communications with any Governmental Authority.

(d)

Except as set forth on Schedule 4.18(d), with 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 all applicable Laws, including the Code and

ERISA, (ii) no breach of fiduciary duty that could reasonably be expected to result in Liability to any Target Company 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) no prohibited transaction, as defined in Section 406 of ERISA or Section 4975 of the Code,

has occurred that could reasonably be likely to result in Liability to any Target Company, excluding transactions effected pursuant

to a statutory or administration exemption; (v) no filing has been made with respect to any Company Benefit Plan under any voluntary

correction program; (vi) there has been no amendment to, written interpretation or announcement (whether or not written) by any

Target Company relating to, any change in participation or coverage under, any Company Benefit Plan that would materially increase

the expense of maintaining such Company Benefit Plan above the level of expense incurred with respect to such Company Benefit Plan

for the most recent full fiscal year included in the audited Company Financials; and (vii) all contributions and

premiums due through the Closing Date have been made in all material respects as required under all applicable Laws, including the

Code and ERISA or have been fully accrued in all material respects on the audited Company Financials.

(e)

During period from the incorporation of the Company through the Effective Time, no Target Company or any of their ERISA Affiliates has

maintained, contributed to, sponsored, had an obligation to contribute to or any Liability, whether absolute or contingent, with respect

to (i) a “defined benefit plan” (as defined in Section 414(j) of the Code), (ii) a “multiemployer plan” (as defined

in Section 3(37) of ERISA) or (iii) a “multiple employer plan” (as described in Section 413(c) of the Code). No Company Benefit

Plan is subject to Title IV of ERISA or Section 412 of the Code, and neither the Target Company nor any ERISA Affiliate has incurred

any Liability or otherwise could have any Liability, contingent or otherwise, under Title IV of ERISA and no condition presently exists

that is expected to cause such Liability to be incurred. No Company Benefit Plan will become a multiple employer plan with respect to

any Target Company immediately after the Closing Date. No Target Company currently maintains or has ever maintained, or is required currently

or has ever been required to contribute to or otherwise participate in, a multiple employer welfare arrangement or voluntary employees’

beneficiary association as defined in Section 501(c)(9) of the Code.

(f)

There is no arrangement under any Company Benefit Plan with respect to any employee that would result in the payment of any amount that

by operation of Sections 280G or 162(m) of the Code would not be deductible by the Target Companies and no arrangement exists pursuant

to which a Target Company will be required to “gross up” or otherwise compensate any person because of the imposition of

any excise or other tax on a payment to such person.

(g)

With respect to each Company Benefit Plan which is a “welfare plan” (as described in Section 3(1) of ERISA): (i) no such

plan provides benefits with respect to current or former employees of a Target Company beyond their termination of employment (other

than coverage mandated by Law, which is paid solely by such employees); and (ii) there are no reserves, assets, surplus or prepaid premiums

under any such plan. Each Target Company has complied with the provisions of Section 601 et seq. of ERISA and Section 4980B, 4980D, 4980H,

6721 and 6722 of the Code.

(h)

Except as set forth on Schedule 4.18(h), the consummation of the transactions contemplated by this Agreement and the Ancillary

Documents will not: (i) entitle any individual to severance pay, unemployment compensation or other benefits or compensation, (ii) accelerate

the time of payment, funding or vesting, or increase the amount of any compensation due, or in respect of, any individual, or (iii) result

in or satisfy a condition to the payment of compensation that would, in combination with any other payment, result in an “excess

parachute payment” within the meaning of Section 280G of the Code. No Target Company has incurred any Liability for any Tax imposed

under Chapter 43 of the Code or civil liability under Section 502(i) or (l) of ERISA.

(i)

All Company Benefit Plans can be terminated at any time as of or after the Closing Date without resulting in any Liability to the Surviving

Subsidiary or SPAC, or their respective Affiliates for any additional contributions, penalties, premiums, fees, fines, excise taxes or

any other charges or liabilities.

(j)

Each Company Benefit Plan that is subject to Section 409A of the Code (each, a “Section 409A Plan”) as of the

Closing Date is indicated as such on Schedule 4.18(j). No equity-based awards have been issued or granted by the Company that

are, or are subject to, a Section 409A Plan. Except as set forth on Schedule 4.18(j), (i) each Section 409A Plan has been administered

in compliance, and is in documentary compliance, with the applicable provisions of Section 409A of the Code, the regulations thereunder

and other official guidance issued thereunder, (ii) no Target Company has any obligation to any employee or other service provider with

respect to any Section 409A Plan that may be subject to any Tax under Section 409A of the Code, and (iii) no payment to be made under

any Section 409A Plan is, or to the Knowledge of the Company will be, subject to the penalties of Section 409A(a)(1) of the Code. There

is no Contract or plan to which any Target Company is a party or by which it is bound to compensate, reimburse or indemnify any employee,

consultant or director for any Taxes or interest imposed pursuant to Section 409A of the Code.

(k)

Each Foreign Pension Plan, in form and operation, materially complies with its terms and with the requirements of all applicable Laws

and has been maintained, where required, in good standing with applicable regulatory authorities. All contributions required to be made

with respect to a Foreign Pension Plan have been timely made, and no Foreign Pension Plan has any Liability which is not properly accrued

on the Company Financials. No Target Company has incurred any obligation in connection with the termination of, or

withdrawal from, any Foreign Pension Plan. The present value of the accrued benefit Liabilities (whether or not vested) under each Foreign

Pension Plan, determined as of the end of the Target Company’s most recently ended fiscal year on the basis of actuarial assumptions,

each of which is reasonable, did not exceed the current value of the assets of such Foreign Pension Plan allocable to such benefit Liabilities.

4.19

Environmental Matters. Except as set forth on Schedule 4.19:

(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)

Each Environmental Permit for the development, design, construction, ownership, or operation of any projects in development or

operations of the Company Business by the Target

Companies has been obtained by the

Target Companies for the occupation of their facilities and the operation of their business.

(c)

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 under any Environmental Laws.

(d)

No 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.

(e)

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.

(f)

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.

(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)

To the Knowledge of the Company, there are no off-site Hazardous Materials treatment, storage, or disposal facilities or locations used

by the Company, its Subsidiaries and any predecessors as to which the Company could reasonably be expected to retain any liabilities,

and, to the Knowledge of the Company, none of these facilities or locations has been placed or proposed for placement on the National

Priorities List (or CERCLIS or SEMS) under the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §

9601 et seq.), or any similar U.S. state or foreign list.

(i)

To the Knowledge of the Company, the Company is not required by any Environmental Law or by virtue of the transactions set forth herein

and contemplated hereby, or as a condition to the effectiveness of any transactions contemplated hereby, (i) to perform a site assessment

for Hazardous Materials, (ii) to remove or remediate Hazardous Material, (iii) to give notice to or receive approval from any Governmental

Authority, or (iv) to record or deliver to any Person any disclosure document or statement pertaining to environmental matters.

(j)

No Owned Real Property, or any property in which Company or any of its Subsidiaries holds a security interest, Lien or a fiduciary or

management role, has had any Release of, any Hazardous Material in a manner that violates Environmental Law or requires reporting, investigation,

remediation, or monitoring under Environmental Law.

(k)

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.

4.20

Transactions with Related Persons. Except as set forth on Schedule 4.20, 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 since the Company’s incorporation, 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 4.20, 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.

4.21

Insurance.

(a)

Schedule 4.21(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 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 (i) is

legal, valid, binding, enforceable and in full force and effect and (ii) will continue to be legal, valid, binding, enforceable, and

in full force and effect on identical terms following the Closing. No Target Company has any self-insurance or co-insurance programs.

Since the Company’s incorporation, 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 4.21(b) identifies each individual insurance claim made by a Target Company since the Company’s incorporation. Each Target

Company has 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 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.

4.22

Books and Records. 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.

4.23

Top Customers and Suppliers. Schedule 4.23 lists, by dollar volume received or paid, as applicable, for each of (a) the

twelve (12) months ended on June 30, 2025, and (b) the period from July 1, 2025 through the Interim Balance Sheet Date, the five (5)

largest customers of the Target Companies (the “Top Customers”) and the five (5) largest suppliers of goods

or services to the Target Companies (the “Top Suppliers”), 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 Supplier

or Top Customer within the last twelve (12) months has canceled 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 Supplier 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 Supplier or Top Customer intends to refuse to pay any material amount due to any Target Company or

seek to exercise any remedy against any Target Company, (iv) to the Company’s Knowledge, no Target Company has within the

past twelve (12) months been engaged in any material dispute with any Top Supplier 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 Supplier or Top Customer.

4.24

Certain Business Practices.

(a)

No Target Company, nor any of the respective officers, managers or directors or, to the Company’s Knowledge, any other 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 the respective officers, managers or directors or, to the Company’s Knowledge, any other Representatives

acting on their behalf, has directly or knowingly 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 that govern the operations of the Target Company, the rules and regulations thereunder and any related or similar rules,

regulations or guidelines, issued, administered or enforced by any Governmental Authority that have jurisdiction over the Target Companies,

and no Action involving a Target Company with respect to any of the foregoing is pending or, to the Knowledge of the Company, threatened.

(c)

No Target Company or any of their respective directors, managers or officers, or, to the Knowledge of the Company, any other Representative

acting on behalf of a Target Company is currently (i) identified on the specially designated nationals or other blocked person list or

otherwise currently subject to any U.S. sanctions administered by OFAC, the U.S. Department of State, or other applicable Governmental

Authority; (ii) organized, resident, or located in, or a national of a comprehensively sanctioned country; or (iii) in the aggregate,

fifty percent (50%) or greater owned, directly or indirectly, or otherwise controlled, by a person identified in (i) or (ii); and no

Target Company has, directly or, knowingly, 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 country comprehensively 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 or the U.S. Department of State since the Company’s incorporation.

4.25

Privacy and Data Security.

(a)

The Target Companies, and, to Knowledge of the Company, all vendors, processors, or other third parties acting for or on behalf of a

Target Company in connection with the Processing of Personal Information or that otherwise have been authorized to have access to Personal

Information in the possession or control of the Target Companies, comply and at all times since the Company’s incorporation have complied,

in all material respects with all of the following: (i) Privacy Laws; (ii) to the extent any Company Privacy and Data Security Policies

exist, the Company Privacy and Data Security Policies; and (iii) any Contract requirements or terms of use concerning the Processing

of Personal Information to which a Target Company is a party or otherwise bound as of the date hereof (“Privacy Agreements”).

To the Knowledge of the Company, the operation of the business of the Target Companies has not and does not violate any right to privacy

or publicity of any third person under applicable Law.

(b)

The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will

not: (i) conflict with or result in a violation or breach of any Privacy Laws, any Company Privacy and Data Security Policies (as currently

existing or as existing at any time during which any Personal Information was collected or Processed by or for the Target Companies,

to the extent any such policies exist), or Privacy Agreements; or (ii) require the consent of or notice to any Person concerning such

Person’s Personal Information.

(c)

To the Knowledge of the Company, no Person has obtained unauthorized access to Personal Information in the possession of a Target Company,

nor has there been any other material compromise of the security, confidentiality or integrity of such information or data, and no written

or, to the Knowledge of the Company, oral complaint relating to an improper use or disclosure of, or a breach in the security of, any

such information or data has been received by a Target Company (a “Security Incident”). The Target Companies

have not notified and, to Knowledge of the Company, there have been no facts or circumstances that would require a Target Company to

notify, any Governmental Authority or other Person of any Security Incident.

(d)

Since the Company’s incorporation, the Target Companies have not received any notice, request, claim, complaint, correspondence, or other

communication in writing from any Governmental Authority or other Person, and there has not been any audit, investigation, enforcement

action (including any fines or other sanctions), or other Action, (i) relating to any actual, alleged, or suspected Security Incident

or violation of any Privacy Agreements, or any Person’s individual privacy rights involving Personal Information in the possession

or control of the Target Companies, or held or Processed by any vendor, processor, or other third party for or on behalf of the Target

Companies; (ii) prohibiting or threatening to prohibit the transfer of Personal Information to any place; or (iii) permitting or mandating

any Governmental Authority to investigate, requisition information from, or enter the premises of, the Target Companies, and, to the

Knowledge of the Company, there are no facts or circumstances that would reasonably be expected to give rise to any of the foregoing.

(e)

Each Target Company has at all times since the Company’s incorporation implemented and maintained, and required all vendors, processors,

or other third parties that Process any Personal Information for or on behalf of the Target Companies to implement and maintain, commercially

reasonable security measures, plans, procedures, controls, and programs consistent with Privacy Agreements.

4.26

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”, or required to register as an “investment company”, in each

case within the meaning of the Investment Company Act.

4.27

Finders and Brokers. Except as set forth on Schedule 4.27, no Target Company has incurred or will incur any Liability for

any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby.

4.28

Exclusivity of Representations.

(a)

Except for the representations and warranties contained in this Article IV, neither the Company, nor any other Person or entity on behalf

of the Company has made or makes any representation or warranty, whether express or implied, with respect to the Company, its Affiliates,

or its business, affairs, assets, Liabilities, financial condition, results of operations, future operating or financial results, estimates,

projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts,

plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to SPAC, its

Affiliates or any of their Representatives by or on behalf of the Company. Neither the Company, nor any other Person on behalf of the

Company, has made or makes any representation or warranty, whether express or implied, with

respect to any projections, forecasts, estimates or budgets made available to SPAC, its Affiliates

or any of their Representatives of future revenues, future results of operations (or any

component thereof), future cash flows or future financial condition (or any component thereof) of the Company, or any of its Affiliates,

whether or not included in any management presentation.

(b)

The Company, on behalf of itself and its Affiliates (other than any Company Stockholder that is an Affiliate of the Company solely by

reason of such Person’s status as a stockholder of the Company), acknowledges and agrees that, (i) it has conducted its own independent

investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of SPAC, (ii)

it has been afforded satisfactory access to the books and records, facilities and personnel of SPAC for purposes of conducting such investigation,

and (iii) except for the representations and warranties contained in Article III, neither SPAC nor any other Person or entity on behalf

of SPAC has made or makes, and the Company and its Affiliates have not relied upon, any representation or warranty, whether express or

implied, with respect to SPAC, its Affiliates or their respective businesses, affairs, assets, Liabilities, financial condition, results

of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness

of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness

of any other information provided or made available to the Company or its Affiliates or any of their Representatives by or on behalf

of SPAC.

4.29

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 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 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 (provided, if such information is revised by any subsequently

filed amendment or supplement to the Registration Statement prior to the time the Registration Statement is declared effective by the

SEC, this clause (a) shall solely refer to the time of such subsequent revision or supplement). 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.

Article

COVENANTS

5.1

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 7.1 or the Closing (the “Interim Period”), subject to Section 5.15, the Company

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, as SPAC or its Representatives

may reasonably request regarding the Target Companies 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 Company’s Representatives 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.

(b)

During the Interim Period, subject to Section 5.15, SPAC shall give, and shall cause its Representatives to give, the Company

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 SPAC or its Subsidiaries, as the Company or its 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 and its Representatives in their investigation; provided, however, that the Company and its 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.

5.2

Conduct of Business of the Company.

(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 the Ancillary Documents or as set forth on Schedule 5.2, the Company

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 the Target Companies and their respective businesses,

assets and employees, and (iii) take all commercially reasonable measures necessary or appropriate 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 5.2, nothing in this Agreement shall prohibit

or restrict the Company from (i) entering into any Transaction Financing pursuant to Section 5.20, (ii) taking any action reasonably

necessary to prepare and deliver the 2026 Audited Financials in accordance with Section 5.4(a), or (iii) negotiating, executing

and performing any lease agreement that would constitute or satisfy the Lease Milestone, including taking all actions reasonably necessary

or incidental thereto.

(b)

Without limiting the generality of Section 5.2(a) and except as contemplated by the terms of this Agreement or the Ancillary Documents,

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, and shall cause its Subsidiaries to not:

(i)

amend, waive or otherwise change, in any respect, its Organizational Documents, except as required by applicable Law;

(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 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, reverse split, combine, subdivide, exchange, 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)

incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $1,000,000

individually or $5,000,000 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 $5,000,000 in the aggregate;

(v)

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 in the aggregate by more than five percent (5%), fund or commit to fund any Company Benefit Plan, or make or commit

to make any bonus, retention, transaction or other payment (whether in cash, property or securities) to any employee or other service

provider, or materially increase other benefits of employees generally, or grant, accelerate the funding, 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 award, or forgive any

loans or issue any loans to any service provider (other than in connection with a qualified retirement plan), or hire any new employee

or engage any new independent contractor (who is a natural person) with target annual cash compensation in excess of $300,000, or enter

into, establish, materially amend or terminate any Company Benefit Plan (except for the Incentive Plan) with, for or in respect of any

current or former consultant, officer, manager director or employee, in each case other than as required by applicable Law;

(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 GAAP;

(vii)

transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any material Company

Registered IP, Company Licensed IP or other Company IP (excluding non-exclusive licenses of Company IP to Target Company customers in

the ordinary course of business consistent with past practice), 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)

fail to use commercially reasonable efforts to maintain or renew any Permits necessary for the conduct of the Company Business;

(xi)

establish any Subsidiary or enter into any new line of business;

(xii)

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;

(xiii)

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 and after consulting with the Company’s outside auditors;

(xiv)

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,

a Target Company or its Affiliates) not in excess of $100,000 (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;

(xv)

close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities, except

to the extent required by applicable Law or directed by a Governmental Authority of competent jurisdiction;

(xvi)

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;

(xvii)

make capital expenditures in excess of $1,000,000 (individually for any project (or set of related projects) or $2,500,000 in the aggregate),

except for those expenditures set forth on Schedule 5.2(b)(xvii);

(xviii)

adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

(xix)

voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $1,250,000 individually

or $2,000,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan;

(xx)

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;

(xxi)

enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company;

(xxii)

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;

(xxiii)

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;

(xxiv)

enter into, amend, waive or terminate (other than terminations in accordance with their terms) 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

(xxv)

authorize or agree to do any of the foregoing actions.

5.3

Conduct of Business of SPAC.

(a)

Unless the Company 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 the Ancillary Documents or as set forth on Schedule 5.3,

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, (iii) take all commercially reasonable measures necessary or appropriate 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, (iv) use its commercially reasonable efforts to take, or cause to be taken, all actions necessary or advisable to consummate

the transactions contemplated by this Agreement as promptly as practicable, and (v) maintain the Trust Account in accordance with the

Trust Agreement and not permit any disbursements from the Trust Account other than as expressly permitted by the Trust Agreement and

this Agreement. Notwithstanding anything to the contrary in this Section 5.3, nothing in this Agreement shall prohibit or restrict

SPAC from: (i) extending, in accordance with SPAC’s Organizational Documents and the IPO Prospectus, the deadline by which it must

complete its Business Combination (an “Extension”); (ii) incurring Extension Expenses; (iii) approving

any other matters required in connection with the Extension; (iv) entering into any Transaction Financing pursuant to Section 5.20;

and (v) redeeming the Class A Ordinary Shares held by its Public Shareholders as those Public Shareholders request in connection with

the Extension or the Closing pursuant to SPAC’s Organizational Documents; and no consent of any other Party shall be required in

connection therewith.

(b)

Without limiting the generality of Section 5.3(a) and except as contemplated by the terms of this Agreement or the Ancillary Documents

(including any Extension) or as set forth on Schedule 5.3, during the Interim Period, without the prior written consent of the

Company (such consent not to be unreasonably withheld, conditioned or delayed), SPAC shall not, and shall cause its Subsidiaries to not:

(i)

amend, waive or otherwise change, in any respect, its Organizational Documents except as required by applicable Law;

(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, restricted stock units, 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; provided that nothing herein shall prevent SPAC from converting any SPAC Class B Ordinary Shares

to SPAC Class A Ordinary Shares;

(iii)

split, reverse split, combine, subdivide, exchange, 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 $500,000

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 5.3(b)(iv) shall not prevent SPAC from borrowing funds necessary to finance

its ordinary course administrative costs and expenses and Expenses incurred in connection with the consummation of the Merger and the

other transactions contemplated by this Agreement (including any Transaction Financing) and any Extension Expenses; provided, further,

that the aggregate amount of all borrowings by SPAC from the Sponsor during the Interim Period (whether for ordinary course administrative

costs and expenses, Extension Expenses or otherwise) shall not exceed $500,000 in the aggregate without the prior written consent of

the Company (such consent not to be unreasonably withheld, conditioned or delayed), and SPAC shall promptly notify the Company in writing

of any such borrowings, specifying the amount, purpose and anticipated repayment terms thereof;

(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;

(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 SPAC Material Contract;

(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 substantially similar to that which

is currently in effect;

(xi)

revalue any of its material assets or make any material change in accounting methods, principles or practices, except to the extent required

to comply with GAAP and after consulting SPAC’s outside auditors;

(xii)

waive, release, assign, settle or compromise any claim, action or proceeding (including any Action 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 $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations,

unless such amount has been reserved in SPAC Financials;

(xiii)

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;

(xiv)

make capital expenditures in excess of $100,000 individually for any project (or set of related projects) or $250,000 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)

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;

(xvii)

enter into any agreement, understanding or arrangement with respect to the voting of SPAC Securities;

(xviii)

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

(xix)

authorize or agree to do any of the foregoing actions.

5.4

Annual and Interim Financial Statements.

(a)

The Company shall use its reasonable best efforts to deliver the 2026 Audited Financials to SPAC no later than thirty (30) calendar days

after the date of this Agreement. The Company shall cause the 2026 Audited Financials (i) to be prepared in accordance with GAAP applied

on a consistent basis throughout the periods indicated (except as may be specifically indicated in the notes thereto), and (ii) to be

audited in accordance with the standards of the PCAOB and to contain a report of the Company’s auditor.

(b)

During the Interim Period, within thirty (30) calendar days following the end of each three-month quarterly period and within sixty (60)

calendar days following the end of 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 Interim Balance Sheet Date through the end of

such quarterly period or fiscal year and the applicable comparative period in the preceding fiscal year, in each case accompanied by

a certificate of an executive officer of the Company to the effect that all such financial statements fairly present in all material

respects the consolidated financial position and results of operations of the Target Companies as of the date or for the periods indicated,

in accordance with GAAP, subject to 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.

(c)

Prior to the Closing, the Company shall deliver to SPAC a supplemental engagement letter with the Company’s outside financial reporting

adviser (or another adviser reasonably acceptable to SPAC) providing for (i) quarterly and annual assistance with the preparation of

the Target Companies’ financial statements in accordance with GAAP and the financial statement portions of the Quarterly Reports

on Form 10-Q and Annual Reports on Form 10-K to be filed following the Closing, (ii) a term expiring no earlier than the second anniversary

of the Closing, and (iii) delivery to the Company, no less frequently than quarterly, a schedule of adjustments reconciling the Target

Companies’ books and records to GAAP, which schedule shall constitute books and records of the Company.

5.5

SPAC Public Filings. During the Interim Period, SPAC will 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 commercially reasonable efforts prior

to the Closing to maintain the listing of SPAC Public Units, SPAC Class A Ordinary Shares, and SPAC Public Rights on Nasdaq.

5.6

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, the Seller Representative and their

respective Affiliates, a transaction (other than the transactions contemplated by this Agreement) concerning the sale or acquisition

by a Person (or group of Persons) 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.

(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 reasonably

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, (vi) release any third Person from, or waive any provision of, any confidentiality agreement

to which such Party is a party or (vii) agree or resolve to do any of the foregoing.

(c)

Each 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 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.

5.7

No Trading. The Company acknowledges and agrees that it is aware, and that the Company’s 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 hereby agrees that, while it is in possession of such material nonpublic

information, it shall not purchase or sell any securities of SPAC (other than to engage in the Merger in accordance with Article I),

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.

5.8

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

contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates; (c) receives any notice or other

communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (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 the Closing set forth in Article VI 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 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 contemplated by this Agreement. 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.

5.9

Efforts.

(a)

Subject to the terms and conditions of this Agreement, each Party shall use its commercially reasonable 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 5.9(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 (“Antitrust Laws”),

each Party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, at such Party’s sole cost

and expense, with respect to the Transactions 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 commercially reasonable 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, (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 commercially reasonable 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.

(c)

As 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 that are required in connection with 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 as

may be required. Each Party shall give prompt written notice to the other Parties if such Party or any of its Representatives 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 of 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.

(e)

At the request of SPAC, the Company shall make the members of its management reasonably available, upon reasonable advance notice and

at mutually convenient times, to participate in management presentations, “road shows,” rating agency presentations, meetings

with financing sources and similar events in connection with obtaining the approval of SPAC shareholders, any “share recycling”

efforts by SPAC and/or the obtaining of any debt or equity financing (including Transaction Financing) or the obtaining of ratings or

Governmental Authority and other third party approvals; provided, that SPAC shall use commercially reasonable efforts to coordinate and

consolidate such requests so as to minimize disruption to the Company’s business operations during the Interim Period.

5.10

Tax Matters.

(a)

(i) Each of the Parties shall use its reasonable best efforts to cause the Merger to qualify as a “reorganization” within

the meaning of Section 368(a)(2)(E) of the Code, and (ii) SPAC shall use its reasonable best efforts to cause the Domestication to qualify

as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code. None of the Parties shall (and each of the

Parties shall cause their respective Subsidiaries not to) take any action, or fail to take any action, that could reasonably be expected

to cause the Merger or the Domestication to fail to qualify, respectively, as a “reorganization” within the meaning of Section

368(a) of the Code. The Parties intend to report and shall report, for federal income tax purposes, and shall not take any position inconsistent

with (whether in audits, Tax Returns or otherwise) the treatment of, each of the Merger and the Domestication as a “reorganization”

within the meaning of Section 368(a) of the Code. Each of the Parties agrees to use reasonable best efforts to promptly notify all other

Parties of any challenge to the treatment described in this Section 5.10 by any Governmental Authority.

(b)

Any and all transfer, documentary, sales, use, stamp, registration and other similar Taxes, and all conveyance fees, recording charges

and other fees and charges (including any penalties and interest) incurred in connection with the Merger will be paid by the responsible

Party when due, and the responsible Party will, at its own expense, file all necessary Tax Returns and other documentation with respect

to all such Taxes, fees and charges.

5.11

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.

5.12

The Registration Statement.

(a)

As promptly as practicable after the date hereof, SPAC and the Company shall prepare and file with the SEC a registration statement on

Form S-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 (i) the SPAC Common Stock to be issued under

this Agreement to the Company Stockholders pursuant to the Merger and (ii) the SPAC Common Stock to be held by the holders of SPAC Ordinary

Shares and SPAC Rights following the Closing, which Registration Statement will also contain a proxy statement (as amended, the “Proxy

Statement”) for the purpose of soliciting proxies from SPAC shareholders for the matters to be voted on at an extraordinary

general meeting of SPAC shareholders to be called and held for such purpose (the “SPAC Extraordinary General Meeting”)

and providing the Public Shareholders an opportunity in accordance with SPAC’s Organizational Documents to have their SPAC Public

Shares redeemed (the “Redemption”). The Proxy Statement shall include proxy materials for the purpose of soliciting

proxies from SPAC shareholders to vote, at the SPAC Extraordinary General Meeting, in favor of resolutions approving (i) the adoption

and approval of this Agreement, the Ancillary Documents and the transactions contemplated hereby or referred to herein, including the

Merger (and, to the extent required, the issuance of any shares in connection with Transaction Financing, if any) and the Domestication,

by the holders of SPAC Ordinary Shares in accordance with SPAC’s Organizational Documents, the Companies Act, the DGCL and the

rules and regulations of the SEC and Nasdaq, (ii) the adoption and approval of the Amended SPAC Charter, (iii) adoption and approval

of a new equity incentive plan for SPAC in a form satisfactory to SPAC and Company (the “Incentive Plan”),

and which will provide for awards for a number of shares of SPAC Common Stock equal to fifteen percent (15%) of the aggregate number

of shares of SPAC Common Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption), and shall

include a customary annual “evergreen” provision that will provide for an automatic increase on the first day of each fiscal

year of two percent (2%) of the number of shares outstanding at the end of the prior fiscal year, (iv) the appointment of the members

of the Post-Closing SPAC Board in accordance with Section 5.17 hereof, and (v) such other matters (or, to the extent applicable,

excluding such approval matters) as the Company and SPAC shall hereafter mutually determine to be necessary or appropriate in order to

effect the Domestication, the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing

clauses (i) through (v), collectively, the “SPAC Shareholder Approval Matters”), and (vi) the adjournment of

the SPAC Extraordinary General Meeting to a later date or dates, if necessary or desirable in the reasonable determination of the chairman

of the SPAC Extraordinary General Meeting. If on the date for which SPAC Extraordinary General Meeting is scheduled, SPAC has not received

proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval, SPAC may make one or more successive

postponements or, with the consent of the Extraordinary General Meeting, adjournments of SPAC Extraordinary General Meeting, provided

that when an Extraordinary General Meeting is postponed or adjourned for thirty days or more, notice of the postponed or adjourned meeting

shall be given as in the case of an original meeting. In connection with the Registration Statement, SPAC and the Company will 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 Companies Act, the DGCL and

the rules and regulations of the SEC and Nasdaq. The Company shall promptly provide SPAC with such information concerning the Target

Companies and their stockholders, 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.

(b)

SPAC and the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC’s

Organizational Documents, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement,

SPAC Extraordinary General Meeting and the Redemption. Each of SPAC 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, 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 the Company

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 shareholders and the Company Stockholders, 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.

(c)

Each of SPAC and the Company shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially

reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective.

(d)

As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared effective

by the SEC, SPAC shall distribute the Registration Statement to SPAC’s shareholders, and, pursuant thereto, shall call the SPAC

Extraordinary General Meeting in accordance with SPAC’s Organizational Documents and the Companies Act for a date no later than

thirty (30) days following the effectiveness of the Registration Statement or as otherwise agreed upon by SPAC and the Company.

(e)

SPAC 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 SPAC Extraordinary General Meeting and the Redemption.

5.13

Company Stockholder Approval. As promptly as practicable after the Registration Statement has become effective and been distributed

by SPAC (and in all cases within ten (10) days following such date), the Company will, at its election, either (a) call a meeting of

its stockholders (the “Company Special Meeting”) in order to obtain the Required Company Stockholder Approval,

and the Company shall use its reasonable best efforts to solicit from the Company Stockholders proxies in favor of the Required Company

Stockholder Approval prior to such Company Special Meeting, or (b) solicit from the Company Stockholders a written consent in lieu of

a meeting pursuant to Section 228(a) of the DGCL authorizing, approving and adopting this Agreement and the transactions contemplated

hereby, including the Merger (such written consent, the “Company Written Consent”), and the Company shall use

its reasonable best efforts to obtain the Required Company Stockholder Approval by delivery of the Company Written Consent. The Company

shall take all other actions necessary or advisable to secure the Required Company Stockholder Approval, including enforcing the Company

Support Agreement.

5.14

Public Announcements.

(a)

The Parties agree that during the Interim Period, no public release, statement, filing, announcement or other public communication concerning

this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby, including the existence or status thereof,

shall be issued by any Party or any of its Affiliates without the prior written consent of SPAC and the Company (which consent shall

not be unreasonably withheld, conditioned or delayed), 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 commercially reasonably efforts to allow

SPAC and the Company, reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement

in advance of such issuance.

(b)

SPAC and the Company 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, SPAC 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. 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.

5.15

Confidential Information.

(a)

The Company hereby agrees that during the Interim Period and, in the event that this Agreement is terminated in accordance with Article

VII, for a period of two (2) years after such termination, it shall, and shall cause its Affiliates and 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,

enforcing their rights hereunder or thereunder, or in furtherance of their authorized duties on behalf of SPAC or its Subsidiaries),

nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of SPAC Confidential

Information without SPAC’s prior written consent; and (ii) in the event that the Company or any of its Affiliates or Representatives,

during the Interim Period or, in the event that this Agreement is terminated in accordance with Article VII, 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 5.15(a), and (B) in the event that such protective Order

or other remedy is not obtained, or SPAC waives compliance with this Section 5.15(a), furnish only that portion of such SPAC Confidential

Information which is legally required to be provided as advised in writing by outside counsel and to exercise its commercially reasonable

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 shall, and shall cause its Affiliates

and 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; provided, however, that the Company and its Affiliates and Representatives shall be entitled to keep any records required

by applicable Law or bona fide record retention policies; and provided, further, that any SPAC Confidential Information that is not returned

or destroyed shall remain subject to the confidentiality obligations set forth in this Agreement.

(b)

SPAC hereby agrees that during the Interim Period and, in the event that this Agreement is terminated in accordance with Article VII,

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 VII, 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 5.15(b)

and (B) in the event that such protective Order or other remedy is not obtained, or the Company waives compliance with this Section

5.15(b), furnish only that portion of such Company Confidential Information which is legally required to be provided as advised in

writing 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; provided, however, that SPAC and its Representatives shall

be entitled to keep any records required by applicable Law or bona fide record retention policies; and provided, further, that any Company

Confidential Information that is not returned or destroyed shall remain subject to the confidentiality obligations set forth in this

Agreement. 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.

5.16

Documents and Information. After the Closing Date, SPAC shall and shall cause its Subsidiaries (including the Company) to, until

the seventh (7th) anniversary of the Closing Date, retain all books, records and other documents pertaining to the business

of SPAC and the Company in existence on the Closing Date.

5.17

Post-Closing Board of Directors and Executive Officers.

(a)

The Parties shall take all necessary action, including causing the directors of SPAC to resign, so that effective as of the Closing,

SPAC’s board of directors (the “Post-Closing SPAC Board”) will consist of five (5) individuals. Immediately after

the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing SPAC Board (i) one (1) person designated

by SPAC (or the Sponsor) prior to the Closing, who shall be required to qualify as an independent director under the rules of the applicable

Stock Exchange and shall be reasonably acceptable to the Company, and (ii) four (4) persons that are designated by the Company prior

to the Closing, at least two (2) of whom shall be required to qualify as independent under the rules of the applicable Stock Exchange.

(b)

The Parties shall take all action necessary, including causing the executive officers of SPAC to resign, so that the individuals serving

as the chief executive officer and chief financial officer, respectively, of SPAC immediately after the Closing will be the same individuals

(in the same office) as that of the Company immediately prior to the Closing (unless, at its sole discretion, the Company desires to

appoint another qualified person to either such role, in which case, such other person(s) identified by the Company shall serve in such

role or roles).

5.18

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, managers and officers of each Target Company, SPAC and each Person who served as a director, officer, manager, member, trustee

or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request

of SPAC or the Company (the “D&O Indemnified Persons”) as provided in their respective Organizational Documents

or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and SPAC, Merger Sub or the

Company, 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,

SPAC shall cause the Organizational Documents of SPAC and the Surviving Subsidiary 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 5.18

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 the directors and officers of SPAC, the Company and Merger Sub, SPAC shall be permitted prior to the Effective Time

to obtain and fully pay (including from funds in the Trust Account released at the Closing) 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, as applicable, SPAC’s or the Company’s existing policy or, if substantially equivalent insurance coverage

is unavailable, the best available coverage. If obtained, SPAC and the Surviving Subsidiary shall maintain the D&O Tail Insurance

in full force and effect, and continue to honor the obligations thereunder, and SPAC and the Surviving Subsidiary shall timely pay or

cause to be paid all premiums with respect to the D&O Tail Insurance.

5.19

Trust Account Proceeds. The Parties agree that after the Closing, the funds in the Trust Account, after taking into account payments

for the Redemption, and any proceeds from any Transaction Financing shall first be used to pay (a) SPAC’s accrued and unpaid Expenses,

(b) SPAC’s deferred Expenses (including cash amounts payable to the IPO Underwriter and any legal fees), (c) any loans owed by

SPAC to the Sponsor for any Expenses (including deferred Expenses) or other administrative costs and expenses incurred by or on behalf

of SPAC or Extension Expenses, and (d) any other unpaid Expenses of the Company as of the Closing. Such Expenses, as well as any Expenses

that are required to be paid by delivery of the SPAC Common Stock, will be paid at the Closing. Any remaining cash will be used for working

capital and general corporate purposes of SPAC and the Surviving Subsidiary following the Closing.

5.20

Transaction Financing.

(a)

During the Interim Period, SPAC and the Company shall use their respective resources and commercially reasonable efforts to minimize

redemptions by Public Shareholders in connection with the Closing, including by using commercially reasonable efforts to enter into written

non-redemption agreements with Public Shareholders (the “Non-Redemption Agreements”), on such terms as SPAC

and the Company shall mutually agree; provided, that, notwithstanding anything to the contrary in this Agreement or any Ancillary Document,

in no event shall the Sponsor be required to transfer or forfeit any of its Founder Shares or any other SPAC Securities in support of

such efforts.

(b)

SPAC and the Company shall, and shall cause their respective Representatives to, cooperate in a timely manner with, and provide reasonable

support for, any such non-redemption efforts of SPAC, including assisting with the preparation of marketing materials and financing disclosure

documents and making the Company’s Chief Executive Officer and other senior management reasonably available to participate in conversations,

presentations, meetings and roadshows with Public Shareholders and prospective investors as reasonably requested by SPAC.

5.21

Related Party Arrangements.

(a)

Prior to the Closing, the Company shall, and shall cause its Affiliates and other related parties to, transfer, convey and assign to

the Company all assets (including all Intellectual Property) used by any Target Company in the conduct of the Company Business that are

owned, held or licensed by any Affiliate of the Company or any other related party of the Company, in each case pursuant to documentation

in form and substance reasonably satisfactory to SPAC and for no additional consideration payable by any Target Company.

(b)

The Company shall ensure that, as of the Closing, no Target Company is party to or bound by any Contract or transaction with any Related

Person that is not on arm’s-length terms or that is otherwise unnecessary for the conduct of the Company Business, in each case

unless such Contract or transaction has been properly and fairly disclosed on Schedule 5.21 (and, if requested by SPAC, terminated as

of or prior to the Closing without further Liability of any Target Company).

5.22

Certain Ancillary Documents. During the Interim Period, SPAC and the Company shall cooperate in good faith and finalize the forms

of the Amended Registration Rights Agreement and the Expense Note, in each case consistent with the terms and principles set forth in

this Agreement, as promptly as reasonably practicable following the date hereof and, with respect to the Expense Note, in any event prior

to the first drawdown request pursuant to Section 7.3(b).

5.23

Corporate Governance and Due Diligence Matters. During the Interim Period, the Company shall use its reasonable best efforts to

fully and completely address, to SPAC’s reasonable satisfaction, the corporate governance and due diligence items specified on

Schedule 5.23.

Article

CLOSING CONDITIONS

6.1

Conditions to Each Party’s Obligations. The obligations of each Party to consummate the Merger and the other transactions

described herein 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 SPAC Shareholder Approval Matters that are submitted to the vote of the shareholders of

SPAC at SPAC Extraordinary General Meeting in accordance with the Proxy Statement shall have been approved by the requisite vote of the

shareholders of SPAC at the SPAC Extraordinary General Meeting in accordance with SPAC’s Organizational Documents, applicable Law

and the Proxy Statement (the “Required SPAC Shareholder Approval”).

(b)

Required Company Stockholder Approval. The requisite holders of Company Common Stock (including any separate class or series vote

or consent that is required, whether pursuant to the Company Charter, any stockholder agreement or otherwise) shall have authorized,

approved and consented 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, including

the Merger, in accordance with the DGCL and the Company Charter, whether obtained at the Company Special Meeting or by delivery of the

Company Written Consent (the “Required Company Stockholder Approval”).

(c)

Antitrust Laws. Any waiting period (and any extension thereof) applicable to the consummation of this Agreement under any Antitrust

Laws shall have expired or been terminated.

(d)

Requisite Regulatory Approvals. All Consents required to be obtained from or made with any Governmental Authority in order to

consummate the transactions contemplated by this Agreement shall have been obtained or made.

(e)

No Adverse 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 SPAC Board shall have been elected or appointed as of the Closing consistent

with the requirements of Section 5.17.

(g)

Registration Statement. The Registration Statement shall have been declared effective by the SEC and shall remain effective as

of the Closing, and no stop order or similar order shall be in effect with respect to the Registration Statement.

(h)

Domestication. Prior to the Closing, the Domestication shall have been completed, and SPAC shall be duly organized, validly existing

and in good standing as a corporation under the DGCL.

(i)

SPAC Charter Amendment. Prior to the Closing, the Amended SPAC Charter shall have been adopted in a form satisfactory to SPAC

and the Company (the “Amended SPAC Charter”), which shall provide, among other things, that the name of SPAC

shall be changed to “Atlantic HPC Corp.” (or such alternative name as the Company may designate).

(j)

Exchange Listing. The shares of SPAC Common Stock shall have been approved for listing on a Stock Exchange upon the Closing.

(k)

Incentive Plan. SPAC shall have adopted, on or prior to Closing, the Incentive Plan.

6.2

Conditions to Obligations of the Company. In addition to the conditions specified in Section 6.1, the obligations of the

Company to consummate the Merger and the other transactions contemplated by this Agreement are subject to the satisfaction or written

waiver (by the Company) 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 and the SPAC Representative 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 SPAC or SPAC Representative on or prior to the Closing Date.

(c)

Certain Ancillary Documents. The Sponsor Support Agreement shall be in full force and effect in accordance with the terms thereof

as of the Closing.

(d)

Closing Deliveries.

(i)

Officer Certificate. SPAC shall have delivered to the Company 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 6.2(a) and 6.2(b).

(ii)

Secretary Certificate. SPAC shall have delivered to the Company 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 prior to the Effective Time, (B) the resolutions of the board of directors of SPAC 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 of SPAC 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 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.

6.3

Conditions to Obligations of SPAC. In addition to the conditions specified in Section 6.1, the obligations of SPAC to consummate

the Merger and the other transactions contemplated by this Agreement 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 set forth in this Agreement and in any

certificate delivered by or on behalf of the Company 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 the Company.

(b)

Agreements and Covenants. The Company 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.

(c)

No Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to the Company since the date of this

Agreement.

(d)

Certain Ancillary Documents. The Company Support Agreement, the Non-Competition Agreements, each Lock-Up Agreement and the Insider

Letter Amendment shall be in full force and effect as of the Closing.

(e)

Termination of Certain Contracts. The Company shall have delivered to SPAC evidence, in the form and substance reasonably acceptable

to SPAC, that each of the Contracts set forth on Schedule 6.3(e) has been terminated as of immediately prior to the Effective

Time.

(f)

Closing Deliveries.

(i)

Officer Certificate. SPAC shall have received a certificate from the Company, dated as

the Closing Date, signed by an executive officer of the Company in such capacity, certifying as to the satisfaction of the conditions

specified in Sections 6.3(a), 6.3(b) and 6.3(c).

(ii)

Secretary Certificate. The Company shall have delivered to SPAC a certificate from its

secretary or other executive officer certifying as to, and attaching, (A) copies of each Target Company’s Organizational Documents

as in effect as of the Closing Date prior to the Effective Time, (B) the requisite resolutions of the Company authorizing and approving

the execution, delivery and performance of this Agreement and each Ancillary Document to which the Company is or is required to be a

party or bound, and the consummation of the Merger and the other transactions contemplated hereby and thereby, and the adoption of the

Surviving Subsidiary’s Organizational Documents, and recommending the approval and adoption of this Agreement and the Merger by

the Company’s stockholders, (C) evidence that the Required Company Stockholder Approval has been obtained and (D) the incumbency

of officers authorized to execute this Agreement or any Ancillary Document to which a Target Company 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 the Company and each of its significant Subsidiaries Atlantic OK LLC and Atlantic

OKH LLC, certified as of a date no earlier than thirty (30) days prior to the Closing Date from the proper Governmental Authority of

each such entity’s jurisdiction of organization and solely with respect to the Company from each other jurisdiction in which the

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.

(iv)

Employment Agreements. SPAC shall have received employment agreements, in each case

effective as of the Closing, in form and substance reasonably acceptable to SPAC, between each person listed on Schedule 6.3(f)(iv)

and SPAC, and each such employment agreement duly executed by the Parties thereto.

(v)

Consents. The Company shall have delivered to SPAC evidence that the consents listed

on Schedule 6.3(f)(v) have been received.

(vi)

Company Convertible Securities. SPAC shall have received evidence reasonably acceptable

to SPAC that the Company shall have terminated, extinguished and cancelled in full any outstanding Company Convertible Securities or

commitments therefor.

(vii)

Other Ancillary Documents. As of the Closing, the Company and the Company Stockholders,

as applicable, shall have duly signed and delivered to SPAC, the Amended Registration Rights Agreement and each of the Ancillary Documents

required hereunder to be signed and delivered by such Party at the Closing.

(viii)

Financial Reporting Support. The Company shall have delivered to SPAC the supplemental

engagement letter required by Section 5.4(c), which shall be in full force and effect as of the Closing.

6.4

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 VI 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) to comply with or perform any of its covenants or obligations set forth in this

Agreement.

Article

VII

TERMINATION AND EXPENSES

7.1

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 VI have not been satisfied

or waived by May 22, 2027 (the “Outside Date”); provided, that, notwithstanding anything herein to the contrary,

if SPAC obtains the approval of its shareholders for an Extension, then the Outside Date, automatically and without action on the part

of any Party, shall be extended for an additional period ending on the last date then in effect for SPAC to consummate its Business Combination

pursuant to the Extension; provided, further, that the right to terminate this Agreement under this Section 7.1(b) shall not be

available to a Party if the breach or violation by such Party or its Affiliates 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;

(c)

by written notice by either SPAC or the Company to the other 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 7.1(c) shall not be available to a Party if the failure by such Party or its Affiliates

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 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 6.2(a) or Section 6.2(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 material breach or material inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after

written notice of such material breach or material inaccuracy is provided to SPAC or (B) the Outside Date; provided, that the Company

shall not have the right to terminate this Agreement pursuant to this Section 7.1(d) if at such time the Company is in material

uncured breach of this Agreement;

(e)

by written notice by SPAC to the Company, if (i) there has been a material breach by the Company of any of its representations, warranties,

covenants or agreements contained in this Agreement, or if any representation or warranty of the Company shall have become untrue or

inaccurate, in any case, which would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(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 the Company or (B) the Outside Date; provided, that SPAC shall not have the right to terminate

this Agreement pursuant to this Section 7.1(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 Target Companies 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 Extraordinary General 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; or

(h)

by written notice by either SPAC or the Company to the other, if (i) the Company Special Meeting is held (including any adjournment or

postponement thereof) and has concluded, the Company’s stockholders have duly voted, and the Required Company Stockholder Approval

was not obtained, or (ii) the Company has solicited the Company Written Consent and the Company Stockholders holding a sufficient number

of shares of Company Common Stock to constitute the Required Company Stockholder Approval have failed to deliver the Company Written

Consent within fifteen (15) Business Days following the date on which the Company first solicited such consent, and the Required Company

Stockholder Approval was not obtained; provided, that the Company shall not have the right to terminate this Agreement pursuant to clause

(ii) above if AHPC Holding LLC is then in breach of its obligations under the Company Support Agreement with respect to the delivery

of the Company Written Consent.

7.2

Effect of Termination.

(a)

This Agreement may only be terminated in the circumstances described in Section 7.1 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 7.1 under which such termination is made.

(b)

In the event of the valid termination of this Agreement pursuant to Section 7.1, 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 5.14, 5.15, 7.3(a), 8.1, Article IX and this Section 7.2 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 8.1).

7.3

Fees and Expenses.

(a)

Subject to Section 8.1, all Expenses incurred in connection with this Agreement and the transactions contemplated hereby prior to

the date of this Agreement shall be paid by the Party incurring such Expenses, subject to Section 5.19; and from and after the

date of this Agreement and prior to the Closing, all reasonable Expenses of SPAC incurred during such period in connection with this

Agreement and the transactions contemplated hereby shall be the responsibility of the Company, regardless of whether the Closing occurs;

provided that (i) if the Closing occurs, the combined public company shall be responsible for, and shall pay or reimburse SPAC

for, all unpaid Expenses of SPAC as of the Closing incurred in connection with the transactions contemplated by this Agreement, but only

to the extent that SPAC has first exhausted all of its available working capital maintained outside of the Trust Account, with such unpaid

Expenses to be paid at or following the Closing out of available funds, including cash remaining in the Trust Account (after payment

of the Redemption) and the proceeds of any Transaction Financing; (ii) all fees, costs and expenses (including filing fees) paid or payable

by any Party or any of its Affiliates as a result of, in connection with, or arising under 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,

shall be shared equally between the Parties; (iii) all fees, costs and expenses (including filing fees and printer costs) paid or payable

by any Party or any of its Affiliates as a result of, in connection with, or arising from filing the Registration Statement with the

SEC shall be shared equally between the Parties; and (iv) all fees, costs and expenses (including filing fees) paid or payable by any

Party or any of its Affiliates as a result of, in connection with, or arising from submitting to the applicable Stock Exchange a listing

application for the shares of SPAC Common Stock (including any filing fees arising therefrom) shall be shared equally between the Parties.

From and after the date of this Agreement, SPAC shall use its commercially reasonable efforts to manage and minimize its Expenses and

shall maintain supporting documentation for all Expenses in accordance with the following requirements: (A) non-discretionary costs including

third-party service fees such as regulatory, banking, legal, accounting and consulting fees, shall be supported by official documentation,

including invoices and contracts; and (B) discretionary out-of-pocket costs, including travel and communications expenses, shall be supported

by a receipt, invoice or statement for any individual cost in excess of One Hundred Dollars ($100). SPAC’s discretionary out-of-pocket

costs shall not exceed $100,000 in the aggregate through the Closing without the Company’s prior written consent.

(b)

The Company shall fund SPAC’s Expenses payable under this Section 7.3 prior to the Closing by making loans to SPAC under a single

unsecured, non-interest bearing promissory note, in a form to be mutually agreed by SPAC and the Company during the Interim Period (the

“Expense Note”). At any time after SPAC’s cash held outside of the Trust Account is less than Fifty Thousand

Dollars ($50,000), SPAC may deliver to the Company, not more than once per calendar month, a written request for a drawdown under the

Expense Note in an amount sufficient to pay such Expenses due or coming due within the following forty-five (45) days, together with

the supporting documentation described in Section 7.3(a). Each such request shall separately itemize each individual Expense exceeding

Ten Thousand Dollars ($10,000), with the applicable supporting invoice or engagement letter attached, and shall separately itemize and

provide supporting documentation for all other Expenses included in such request. The Company shall fund each such request within five

(5) Business Days after receipt, up to an aggregate outstanding principal amount of One Million Dollars ($1,000,000). The Expense Note

shall be cancelled in full, without repayment, upon the Closing or upon any termination of this Agreement, other than a termination by

the Company pursuant to Section 7.1(d). The Company shall have no claim against the Trust Account in respect of the Expense Note.

7.4

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 or their respective Representatives pursuant to this Agreement shall not survive the Closing, and from

and after the Closing, except as set forth in Section 7.2(b), the Parties and their respective Representatives shall not have

any further obligations, nor shall any claim be asserted or action be brought against the Parties or their respective Representatives

with respect thereto. The covenants and agreements made by the Parties and their respective Representatives 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).

Article

VIII

WAIVERS AND RELEASES

8.1

Waiver of Claims Against Trust. Reference is made to the IPO Prospectus. The Company and the Seller Representative each 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 shares 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 shares 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 in connection (i) with the consummation of SPAC’s initial

business combination (as such term is used in the IPO Prospectus) (the “Business Combination”) (ii) an extension

of its deadline to consummate a Business Combination or (iii) an amendment to other provisions of SPAC’s Organizational Documents

relating to shareholders’ rights or pre-initial Business Combination activity, (b) to the Public Shareholders if SPAC fails to

consummate a Business Combination within twelve (12) months after the closing of the IPO, subject to extension by an amendment to SPAC’s

Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to fund SPAC’s

working capital requirements, to pay any taxes (other than excise 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 and the Seller

Representative hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement,

none of the Company or the Seller Representative 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 proposed or actual business relationship between SPAC or any of its Representatives,

on the one hand, and the Company, the Seller Representative or any of their respective Representatives, on the other hand, or any other

matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all

such claims are collectively referred to herein as, the “Released Claims”). Each of the Company and the Seller

Representative, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims that it or any of its Affiliates

may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any

negotiations, contracts or agreements with SPAC or its Representatives 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). Each of the Company and the Seller Representative 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 into this Agreement, and each of the

Company and the Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party

and each of its respective Affiliates under applicable Law. To the extent that the Company or the Seller Representative or any of their

respective Affiliates commences any 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, monetary relief against SPAC or its Representatives, each of the

Company and the Seller Representative 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 or the Seller Representative 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, the Seller Representative (on behalf of the Company Stockholders) and their respective, 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 8.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Article

MISCELLANEOUS

9.1

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):

to SPAC or Merger Sub at or prior to the Closing, to:

Aperture

835 Wilshire Blvd., 5th Floor

Los Angeles, CA 90017

Attn:

Calvin Kung

Email:

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: Barry I. Grossman, Esq.

Matthew

Gray, Esq.

Telephone

No.: (212) 370-1300

Email:

to SPAC Representative, to:

Aperture

Sponsor LLC

835 Wilshire Blvd., 5th Floor

Los Angeles, CA 90017

Attn:

Calvin Kung

Email:

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: Barry I. Grossman, Esq.

Matthew

Gray, Esq.

Telephone

No.: (212) 370-1300

Email:

to the Seller Representative, to:

AHPC

Holding LLC

Edelman, Suite 200

Irvine,

CA, 92618

Attn:

Jacqueline Jiang

Email:

with

a copy (which will not constitute notice) to:

Hunter

Taubman Fischer & Li LLC

950

Third Avenue, 19th Floor

New

York, NY 10022

Attn:

Ying Li, Esq.

Sally

Yin, Esq.

Telephone

No.: (212) 530-2206

Email: yli@htflawyers.com sally.yin@htflawyers.com

to the Company, to:

Atlantic

HPC Group Inc

Edelman, Suite 200

Irvine,

CA 92618

Attn:

Benson Liu, Chief Financial Officer

Email:

with

a copy (which will not constitute notice) to:

Hunter

Taubman Fischer & Li LLC

950

Third Avenue, 19th Floor

New

York, NY 10022

Attn:

Ying Li, Esq.

Sally Yin, Esq.

Telephone

No.: (212) 530-2206

Email: yli@htflawyers.com sally.yin@htflawyers.com

9.2

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 and the Company (and after the Closing, SPAC and the Seller Representative), 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.

9.3

Third Parties. Except for the rights of the D&O Indemnified Persons set forth in Section 5.18, 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.

9.4

Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State

of Delaware without regard to the conflict of laws principles thereof; provided, that the internal corporate and constitutional matters

of SPAC prior to the Domestication shall be governed by the Laws of the Cayman Islands. All Actions arising out of or relating to this

Agreement shall be heard and determined exclusively in the Court of Chancery of the State of Delaware in and for New Castle County, Delaware

or, if such court shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court (or,

in each case, any appellate court thereof) (the “Specified Courts”). Each Party hereto hereby (a) submits

to the exclusive jurisdiction of the 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 Specified 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 the 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 9.1. Nothing in this Section 9.4 shall affect the right of any

Party to serve legal process in any other manner permitted by Law.

9.5

WAIVER OF JURY TRIAL. EACH PARTY 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 9.5.

9.6

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 no 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.

9.7

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.

9.8

Amendment. This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by SPAC, the

Company and the Seller Representative.

9.9

Waiver. SPAC on behalf of itself and its Affiliates, the Company on behalf of itself and its Affiliates, and the Seller Representative

on behalf of itself and the Company Stockholders 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 (including by the SPAC Representative or the Seller Representative in lieu

of such party to the extent provided in this Agreement). 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 Closing shall

also require the prior written consent of the SPAC Representative and the Seller Representative.

9.10

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.

9.11

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 in this Agreement 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; (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, including with respect to SPAC its shareholders or stockholders under the Companies Act, DGCL, as then applicable, or its Organizational

Documents. 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.

9.12

Counterparts. This Agreement and each Ancillary Document may be executed and delivered (including by facsimile or other electronic

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.

9.13

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented

SPAC, Merger Sub and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby

and thereby, and has also represented SPAC and/or its 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 one or more of the Sponsor or its respective Affiliates

in connection with matters in which such Persons are adverse to SPAC, Merger Sub or any of their respective Affiliates, including any

disputes arising out of, or related to, this Agreement. The Company, who is or has 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 SPAC, Merger Sub,

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 SPAC, Merger Sub 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 a 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 SPAC or the Surviving Subsidiary; provided, further, that nothing contained

herein shall be deemed to be a waiver by SPAC or any of its Affiliates (including, after the Effective Time, the Surviving Subsidiary,

and 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.

9.14

SPAC Representative.

(a)

SPAC, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably

appoints Aperture Sponsor LLC, in the capacity as the SPAC Representative, as each such Person’s agent, attorney-in-fact and representative,

with full power of substitution to act in the name, place and stead of such Person, to act on behalf of such Person from and after the

Closing in connection with: (i) controlling and making any determinations with respect to whether Earnout Shares are to be issued under

Section 1.11; (ii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary

Documents to which SPAC Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “SPAC

Representative Documents”); (iii) signing on behalf of such Person any releases or other documents with respect to any

dispute or remedy arising under any SPAC Representative Documents; (iv) employing and obtaining the advice of legal counsel, accountants

and other professional advisors as SPAC Representative, in its reasonable discretion, deems necessary or advisable in the performance

of its duties as SPAC Representative and to rely on their advice and counsel; (v) incurring and paying reasonable out-of-pocket costs

and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any

other out-of-pocket fees and expenses allocable or in any way relating to such transaction; and (vi) otherwise enforcing the rights and

obligations of any such Persons under any SPAC Representative Documents, including giving and receiving all notices and communications

hereunder or thereunder on behalf of such Person; provided, that the Parties acknowledge that SPAC Representative is specifically authorized

and directed to act on behalf of, and for the benefit of, the holders of SPAC Securities (other than the Company Stockholders immediately

prior to the Effective Time and their respective successors and assigns). All decisions and actions by SPAC Representative, including

any agreement between SPAC Representative and the Seller Representative, shall be binding upon SPAC and its Subsidiaries, successors

and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The

provisions of this Section 9.14 are irrevocable and coupled with an interest. The SPAC Representative hereby accepts its appointment

and authorization as SPAC Representative under this Agreement.

(b)

The SPAC Representative shall not be liable for any act done or omitted under any SPAC Representative Document as SPAC Representative

while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of

counsel shall be conclusive evidence of such good faith. SPAC shall indemnify, defend and hold harmless SPAC Representative from and

against any and all Losses incurred without gross negligence, bad faith or willful misconduct on the part of SPAC Representative (in

its capacity as such) and arising out of or in connection with the acceptance or administration of SPAC Representative’s duties

under any SPAC Representative Document, including the reasonable fees and expenses of any legal counsel retained by SPAC Representative.

In no event shall SPAC Representative in such capacity be liable under or in connection with any SPAC Representative Document for any

indirect, punitive, special or consequential damages. The SPAC Representative shall be fully protected in relying upon any written notice,

demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall

have any Liability for relying on SPAC Representative in the foregoing manner. In connection with the performance of its rights and obligations

hereunder, SPAC Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of

SPAC, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and

expert assistance, maintain such records and incur other out-of-pocket expenses, as SPAC Representative may deem necessary or appropriate

from time to time. All of the indemnities, immunities, releases and powers granted to SPAC Representative under this Section 9.14

shall survive the Closing and continue indefinitely.

(c)

The Person serving as SPAC Representative may resign upon ten (10) days’ prior written notice to SPAC and the Seller Representative,

provided, that SPAC Representative appoints in writing a replacement SPAC Representative. Each successor SPAC Representative shall have

all of the power, authority, rights and privileges conferred by this Agreement upon the original SPAC Representative, and the term “SPAC

Representative” as used herein shall be deemed to include any such successor SPAC Representatives.

9.15

Seller Representative.

(a)

Each Company Stockholder, by approval of the Transactions and this Agreement, on behalf of itself and its successors and assigns, irrevocably

constitutes and appoints AHPC Holding LLC, in the capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact

of such Persons with full powers of substitution to act in the name, place and stead thereof with respect to the performance on behalf

of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party

or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”),

as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such

documents on behalf of such Person, if any, as the Seller Representative will deem necessary or appropriate in connection with any of

the transactions contemplated under the Seller Representative Documents, including: (i) controlling and making any determinations with

respect to whether Earnout Shares are to be issued under Section 1.11; (ii) terminating, amending or waiving on behalf of

such Person any provision of any Seller Representative Document (provided, that any such action, if material to the rights and obligations

of the Company Stockholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to

all Company Stockholders unless otherwise agreed by each Company Stockholder who is subject to any disparate treatment of a potentially

material and adverse nature); (iii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy

arising under any Seller Representative Document; (iv) employing and obtaining the advice of legal counsel, accountants and other professional

advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as

the Seller Representative and to rely on their advice and counsel; (v) incurring and paying reasonable costs and expenses, including

fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and

expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to Closing; (vi) receiving all or

any portion of the Earnout Shares under this Agreement and to distribute the same to the Company Stockholders in accordance with their

Pro Rata Share; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Seller Representative Document,

including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions

by the Seller Representative, including any agreement between the Seller Representative and SPAC Representative, shall be binding upon

each Company Stockholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object,

dissent, protest or otherwise contest the same. The provisions of this Section 9.15 are irrevocable and coupled with an interest.

The Seller Representative hereby accepts its appointment and authorization as the Seller Representative under this Agreement. Notwithstanding

the foregoing, the appointment and agency authority of the Seller Representative to act on behalf of the Company Stockholders pursuant

to this Section 9.15(a) shall become effective upon, and shall be contingent upon, the receipt of the Required Company Stockholder Approval;

provided, that, for the avoidance of doubt, during the period between the execution of this Agreement and the receipt of the Required

Company Stockholder Approval, the Seller Representative shall be a party to this Agreement and shall be bound by, and entitled to enforce,

the provisions of this Agreement in its own capacity as a party hereto (and not as agent for the Company Stockholders).

(b)

Any other Person, including SPAC Representative, SPAC and the Company may conclusively and absolutely rely, without inquiry, upon any

actions of the Seller Representative as the acts of the Company Stockholders under any Seller Representative Documents. The SPAC Representative,

SPAC and the Company shall be entitled to rely conclusively on the instructions and decisions of the Seller Representative as to (i)

the settlement of any disputes with respect to Section 1.11, (ii) any payment instructions provided by the Seller Representative

or (iii) any other actions required or permitted to be taken by the Seller Representative hereunder, and no Company Stockholder shall

have any cause of action against the SPAC Representative, SPAC, or the Company for any action taken by any of them in reliance upon the

instructions or decisions of the Seller Representative. None of SPAC Representative, SPAC, or the Company shall have any Liability to

any Company Stockholder for any allocation or distribution among the Sellers by the Seller Representative of payments made to or at the

direction of the Seller Representative. All notices or other communications required to be made or delivered to a Seller under any Seller

Representative Document shall be made to the Seller Representative for the benefit of such Company Stockholder, and any notices so made

shall discharge in full all notice requirements of the other parties hereto or thereto to such Company Stockholder with respect thereto.

All notices or other communications required to be made or delivered by a Company Stockholder shall be made by the Seller Representative

(except for a notice under Section 9.15(d) of the replacement of the Seller Representative).

(c)

The Seller Representative will act for the Company Stockholders on all of the matters set forth in this Agreement in the manner the Seller

Representative believes to be in the best interest of the Company Stockholders, but the Seller Representative will not be responsible

to the Company Stockholders for any Losses that any Company Stockholder may suffer by reason of the performance by the Seller Representative

of the Seller Representative’s duties under this Agreement, other than Losses arising from the bad faith, gross negligence or willful

misconduct by the Seller Representative in the performance of its duties under this Agreement. From and after the Closing, the Company

Stockholders shall jointly and severally indemnify, defend and hold the Seller Representative harmless from and against any and all Losses

reasonably incurred without gross negligence, bad faith or willful misconduct on the part of the Seller Representative (in its capacity

as such) and arising out of or in connection with the acceptance or administration of the Seller Representative’s duties under

any Seller Representative Document, including the reasonable fees and expenses of any legal counsel retained by the Seller Representative.

In no event shall the Seller Representative in such capacity be liable hereunder or in connection herewith for any indirect, punitive,

special or consequential damages. The Seller Representative shall not be liable for any act done or omitted under any Seller Representative

Document as the Seller Representative while acting in good faith and without willful misconduct or gross negligence, and any act done

or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Seller Representative shall be fully

protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including

facsimiles or copies thereof, and no Person shall have any Liability for relying on the Seller Representative in the foregoing manner.

In connection with the performance of its rights and obligations hereunder, the Seller Representative shall have the right at any time

and from time to time to select and engage, at the reasonable cost and expense of the Company Stockholders, attorneys, accountants, investment

bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records

and incur other reasonable out-of-pocket expenses, as the Seller Representative may reasonably deem necessary or appropriate from time

to time. Notwithstanding anything to the contrary in this Agreement, any Liability of the Seller Representative under this Agreement

or any Seller Representative Document shall be limited to Liability arising solely in its capacity as Seller Representative, and nothing

in this Agreement shall impose any Liability on the Person serving as Seller Representative in its individual capacity as a Company Stockholder

(except to the extent of such Person’s obligations as a Company Stockholder, including its obligations under this Section 9.15(c)

to indemnify the Seller Representative on a joint and several basis with the other Company Stockholders). All of the indemnities, immunities,

releases and powers granted to the Seller Representative under this Section 9.15 shall survive the Closing and continue indefinitely.

(d)

The Person serving as Seller Representative may resign upon ten (10) days’ prior written notice to SPAC and the SPAC Representative,

provided, that Seller Representative appoints in writing a replacement Seller Representative. Each successor Seller Representative shall

have all of the power, authority, rights and privileges conferred by this Agreement upon the original Seller Representative, and the

term “Seller Representative” as used herein shall be deemed to include any such successor Seller Representatives.

Article

DEFINITIONS

10.1

Certain Definitions. For purpose of this Agreement, the following capitalized terms have the following meanings:

“AAA”

means the American Arbitration Association or any successor entity conducting arbitrations.

“Accounting

Principles” means in accordance with GAAP 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 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, 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.

“Benefit

Plans” of any Person means any and all deferred compensation, executive compensation, incentive compensation, phantom equity,

option, stock appreciation right, restricted stock, restricted stock unit, equity purchase or other equity-based compensation plan, employment

or consulting, severance, change in control, retention or termination pay, employee or consultant loan program, vacation, sick, or other

bonus, deferred compensation plan or practice, hospitalization or other medical, life, death, disability or other insurance, fringe benefit,

Section 125 cafeteria plan, welfare, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement,

commitment or arrangement, Foreign Pension Plan, 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 (including any similar plan subject to laws of

a jurisdiction outside of the United States), maintained or contributed to or required to be contributed to by a Person for the benefit

of any employee or former 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.

“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, excluding as a result of “stay at home”, “shelter-in-place”, “non-essential

employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental

authority so long as the electronic funds transfer systems, including for wire transfers, of commercial banking institutions in New York,

New York are generally open for use by customers on such day.

“Change

of Control” means the occurrence of any of the following events after the Closing: (a) any Person or group of Persons acting

in concert acquires, directly or indirectly, beneficial ownership of more than fifty percent (50%) of the total voting power of the outstanding

voting securities of SPAC; (b) SPAC consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges

with or into, SPAC, in each case pursuant to a transaction in which the outstanding voting securities of SPAC are converted into or exchanged

for cash, securities or other property, other than any such transaction where the voting securities of SPAC outstanding immediately prior

to such transaction constitute, or are converted into or exchanged for, voting securities representing more than fifty percent (50%)

of the total voting power of the surviving or resulting entity or any parent entity thereof immediately after giving effect to such transaction;

or (c) SPAC, directly or indirectly, sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of

the assets of SPAC and its Subsidiaries, taken as a whole, to any Person.

“Code”

means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as amended. Reference to a specific section of

the Code shall include such section and any valid treasury regulation promulgated thereunder.

“Company

Charter” means the Certificate of Incorporation of the Company, as amended and effective under the DGCL, prior to the Effective

Time.

“Company

Confidential Information” means all confidential or proprietary documents and information concerning the Target Companies

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 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 a Target Company or its 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

Common Stock” means the common stock of the Company, par value $0.01 per share.

“Company

Convertible Securities” means, collectively, any options, warrants or rights to subscribe for or purchase any equity securities

of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any equity

securities of the Company (but excluding any Company Common Stock).

“Company

Privacy and Data Security Policies” means all of the Company’s past or present, internal or public-facing policies,

notices, and statements concerning the privacy, security, or Processing of Personal Information, including written information security

policies; provided, that, as of the date of this Agreement, the Company does not maintain any such policies.

“Company

Securities” means, collectively, the Company Common Stock, and any Company Convertible Securities.

“Company

Stockholders” means, collectively, the holders of Company Common Stock.

“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, including but not limited to mask works, textual works, visual, pictorial, or graphical works, or compilations

of data or other information and all copyrights therein, including all renewals and extensions, copyright registrations and applications

for registration and renewal, and non-registered copyrights.

“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, including

the Comprehensive Environmental Response, Compensation and Liability Act, 42 USC. Section 9601 et. seq., the Resource Conservation and

Recovery Act, 42 USC. Section 6901 et. seq., the Toxic Substances Control Act, 15 USC. Section 2601 et. seq., the Federal Water Pollution

Control Act, 33 USC. Section 1151 et seq., the Clean Air Act, 42 USC. Section 7401 et seq., the Federal Insecticide, Fungicide and Rodenticide

Act, 7 USC. Section 111 et. seq., Occupational Safety and Health Act, 29 USC. Section 651 et. seq. (to the extent it relates to exposure

to Hazardous Materials), the Asbestos Hazard Emergency Response Act, 15 USC. Section 2601 et. seq., the Safe Drinking Water Act, 42 USC.

Section 300f et. seq., the Oil Pollution Act of 1990 and analogous state acts.

“Environmental

Liabilities” means, in respect of any Person, all Liabilities, obligations, responsibilities, Remedial Actions, 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.

“ERISA

Affiliate” means each person (as defined in Section 3(9) of ERISA) which together with any Target Company or any of its

Subsidiaries would be deemed to be a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“Exchange

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

“Expenses”

shall mean all fees, costs and expenses, including all out-of-pocket expenses (including all such fees, costs and expenses with respect

to counsel, accountants, investment bankers, financial advisors, financing sources, experts and consultants to a Party hereto or any

of its Affiliates, exchange listings, SEC filings, compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and obtaining

the D&O Tail Insurance), 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 the transactions contemplated hereby and thereby. 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 costs

and expenses necessary for an Extension (including any of the foregoing incurred by Sponsor or its Affiliates or SPAC’s directors

or officers, in each case on behalf of SPAC and that SPAC is liable for) (such expenses, “Extension Expenses”).

“Foreign

Pension Plan” means any plan, fund (including, without limitation, any superannuation fund) or other similar program (other

than social security or social insurance) established or maintained outside of the United States by any Target Company or any one or

more of its Affiliates primarily for the benefit of employees of a Target Company or one or more of its Affiliates residing outside the

United States, which plan, fund or other program 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 is not subject to ERISA or the Code.

“Founder

Registration Rights Agreement” means the Registration Rights Agreement, dated as of May 20, 2026, by and among SPAC, Sponsor,

IB Capital, LLC, as the representative of the underwriters thereunder, and the other “Holders” named therein.

“Founder

Shares” means the SPAC Class B Ordinary Shares held by the Sponsor (and any SPAC Class A Ordinary Shares issued upon conversion

thereof)

“Fraud

Claim” means any claim based in whole or in part upon fraud.

“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, polychlorinated biphenyls, radon, mold, and urea formaldehyde insulation.

“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, (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, that has been drawn or claimed against, (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,

(h) all obligations secured by an Lien on any property of such Person, (i) any premiums, prepayment fees or other penalties, fees, costs

or expenses associated with payment of any Indebtedness of such Person and (j) all obligation 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.

“Internet

Assets” means any and all domain name registrations, web sites and web addresses and related rights, items and documentation

related thereto, and applications for registration therefor.

“IPO”

means the initial public offering of SPAC Public Units (and any successor equity thereto) pursuant to the IPO Prospectus.

“IPO

Prospectus” means the final prospectus of SPAC, dated as of May 20, 2026, and filed with the SEC on May 21, 2026 (File

No. 333-291583).

“IPO

Underwriter” means IB Capital, LLC.

“IRS”

means the U.S. Internal Revenue Service (or any successor Governmental Authority).

“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.

“Leased

Real Property” means all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures,

improvements, fixtures or other interest in real property held by any of the Target Companies.

“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 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.

“Loss”

means any and all losses, obligations, penalties, amounts paid in settlement, damages (including consequential damages), amounts paid

in settlement, costs and expenses (including reasonable expenses of investigation, court costs and attorneys’ fees and expenses),

diminution in value, Taxes, Liens and interest, in each case arising out of or related to any Action, Order or other Liability.

“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 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), earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires,

weather conditions, natural or man-made disasters (which are not caused by the respective Party or any of its Affiliates or Representatives),

emergencies (which are not caused by the respective Party or any of its Affiliates or Representatives), calamities, epidemics, pandemics,

disease outbreaks, other acts of God or other force majeure events in the United States or other political conditions or natural disasters;

(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 (or any redemption in connection with the Extension);

(vii) any changes in applicable Law or the interpretation thereof by any Governmental Authority; (viii) any changes in the availability,

pricing, or supply of graphics processing units, semiconductors, or other computing hardware components that affect the high-performance

computing or digital infrastructure industry generally; or (ix) any changes in electricity costs, power grid access, or energy regulatory

requirements that affect the data center or high-performance computing industry generally; provided further, however, that any

event, occurrence, fact, condition, or change referred to in clauses (i) through (iv) and (vii) through (ix) immediately above shall

be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur only 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.

“Nasdaq”

means The Nasdaq Stock Market 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 that is an entity, its certificate of incorporation or formation, bylaws,

operating agreement, memorandum and articles of association or similar organizational documents, in each case, as amended and/or restated.

“Owned

Real Property” means all land, together with all buildings, structures, improvements and fixtures located thereon, and

all easements and other rights and interests appurtenant thereto, owned by any of the Target Companies.

“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, reexamined patents

or reissues thereof, whether or not patents are issued on any such applications and whether or not any such applications are amended,

modified, divided, continued, abandoned, withdrawn, or refiled).

“Permits”

means all federal, state, local or foreign or other third-party permits, grants, easements, filings, accreditations, 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 or operational expenses, in each case arising in the ordinary

course of business, or (e) 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, exempted 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

Information” means any information that either directly or indirectly identifies or, alone or in combination with any other

information, could reasonably be used to identify, locate, or contact a natural Person, or that relates or links to, or is reasonably

linkable to an identified or identifiable individual, including name, street address, telephone number, email address, identification

number issued by a Governmental Authority, credit card number, bank information, customer or account number, online identifier, device

identifier, IP address, browsing history, search history, or other website, application, or online activity or usage data, location data,

biometric data, medical or health information, or any other information that is considered “personally identifiable information,”

“personal information,” or “personal data” under applicable Law, and all data associated with any of the foregoing

that are or could reasonably be used to develop a profile or record of the activities of a natural Person across multiple websites or

online services, to predict or infer the preferences, interests, or other characteristics of a natural Person, or to target advertisements

or other content or products or services to a natural Person.

“Personal

Property” means any machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant,

parts and other tangible personal property.

“Privacy

Laws” means all applicable Laws, Orders, and binding guidance issued by any Governmental Authority concerning the privacy,

security, or Processing of Personal Information (including Laws of jurisdictions where Personal Information was collected), including,

as applicable, data breach notification Laws, consumer protection Laws, Laws concerning requirements for website and mobile application

privacy policies and practices, Social Security number protection Laws, data security Laws, and Laws concerning email, text message,

or telephone communications. Without limiting the foregoing, Privacy Laws include: the Federal Trade Commission Act, the Telephone Consumer

Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Controlling the Assault of Non-Solicited Pornography

and Marketing Act of 2003, the Children’s Online Privacy Protection Act, the California Consumer Privacy Act of 2018, as amended

by the California Privacy Rights Act of 2020, the Computer Fraud and Abuse Act, the Electronic Communications Privacy Act, the Fair Credit

Reporting Act, the Fair and Accurate Credit Transaction Act, the Health Insurance Portability and Accountability Act of 1996, as amended

and supplemented by the Health Information Technology for Economic and Clinical Health Act of the American Recovery and Reinvestment

Act of 2009, the Gramm-Leach-Bliley Act, the Family Educational Rights and Privacy Act, the GDPR, and all other similar international,

federal, state, provincial, and local Laws.

“Pro

Rata Share” means with respect to each Company Stockholder, a fraction expressed as a percentage equal to (i) the number

of shares of Company Common Stock held by such Company Stockholder as of immediately prior to the Closing, divided by (ii) the total

number of issued and outstanding shares of Company Common Stock as of immediately prior to the Closing.

“Processing”

means any operation performed on Personal Information or that relevant Privacy Laws include in the definition of processing, processes,

or process, including the collection, creation, receipt, access, use, handling, recording, compilation, analysis, organizing, monitoring,

maintenance, retention, storage, holding, transmission, transfer, protection, disclosure, amendment, distribution, erasure, destruction,

or disposal of Personal Information.

“Purchase

Price” means One Hundred and Fifty Million U.S. Dollars ($150,000,000).

“Real

Property Leases” means all leases, sub-leases, licenses, concessions or other agreements (written or oral), pursuant to

which the Target Companies hold any Leased Real Property, including the right to all security deposits and other amounts and instruments

deposited by or on behalf of the Target Companies thereunder.

“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.

“SEC”

means the U.S. Securities and Exchange Commission (or any successor Governmental Authority).

“Securities

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

“Software”

means any computer software programs, including all source code, object code, and documentation related thereto and all software modules,

libraries, repositories, tools and databases.

“SOX”

means the U.S. Sarbanes-Oxley Act of 2002, as amended.

“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 Class B ordinary shares, par value $0.0001 per share, of SPAC.

“SPAC

Common Stock” means, following the Domestication, the common stock, 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 by a Target Company or any of its 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 a Target Company or any of its 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 SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares, collectively.

“SPAC

Private Units” means the units of SPAC, issued to the Sponsor and the IPO Underwriter in a private placement consummated

simultaneously with the closing of the IPO, each consisting of one SPAC Class A Ordinary Share and one SPAC Right.

“SPAC

Public Units” means the units of SPAC issued in the IPO (including overallotment units acquired by SPAC’s underwriter),

each consisting of one SPAC Class A Ordinary Share and one SPAC Right.

“SPAC

Right” means one right that was included in the SPAC Units entitling the holder thereof to receive one-fourth (1/4) of

one SPAC Class A Ordinary Share upon the consummation of SPAC’s initial business combination.

“SPAC

Securities” means the SPAC Units, the SPAC Ordinary Shares, the SPAC Preference Shares and the SPAC Rights, collectively.

“SPAC

Units” means, collectively, the SPAC Public Units and the SPAC Private Units.

“Sponsor”

means Aperture Sponsor LLC, a Delaware limited liability company.

“Stock

Exchange” means Nasdaq, the New York Stock Exchange, NYSE American LLC or any other national securities exchange registered

under Section 6 of the Exchange Act that is reasonably acceptable to SPAC and the Company.

“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 shares of stock 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 (a) 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, tax collected at source, equalization levy,

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, (b) any Liability for payment of amounts described in clause (a) whether as a result of being a member of an affiliated, consolidated,

combined or unitary group for any period or otherwise through operation of law and (c) any Liability for the payment of amounts described

in clauses (a) or (b) as a result of any tax sharing, tax group, tax indemnity or tax allocation agreement with, or any other express

or implied agreement to indemnify, any other Person.

“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.

“Transaction

Financing” means a capital raising transaction in connection with the Transactions structured as one or a combination of

common equity, preferred equity, convertible equity or debt, non-redemption or backstop arrangements with respect to the Trust Account,

a committed equity facility, debt facility, and/or other sources of cash or cash equivalents, in each case, whether such investment is

into SPAC or the Company.

“Transactions”

means, collectively, the transactions contemplated by this Agreement and the Ancillary Documents, including the Domestication, the Merger,

any Transaction Financing, the issuance of the Merger Consideration and the Earnout Shares, and all other transactions contemplated hereby

and thereby.

“Trading

Day” means any day on which shares of SPAC Common Stock are actually traded on Trading Market.

“Trading

Market” means from and after the Closing, at any particular time of determination, the principal United States securities

exchange or securities market on which the shares of SPAC Common Stock are then traded.

“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 May 20, 2026, as it may be amended, by

and between SPAC and the Trustee, as well as any other agreements entered into related to or governing the Trust Account.

“Trustee”

means Continental Stock Transfer & Trust Company, in its capacity as trustee under the Trust Agreement.

“VWAP”

means, for any security as of any date(s), the dollar volume-weighted average price for such security on the principal securities exchange

or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at

4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing

does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board

for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported

by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of

the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets

Group Inc. If the VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security

on such date(s) shall be the fair market value as determined reasonably and in good faith by a majority of the disinterested independent

directors of the board of directors (or equivalent governing body) of the applicable issuer. All such determinations shall be appropriately

adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

10.2

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

Term

Section

2026 Audited Financials

4.7(a)

Company Permits

4.10

Accounts Receivable

4.7(f)

Company Personal Property Leases

4.15(b)

Acquisition Proposal

5.6(a)

Company Real Property Leases

4.15(a)

Agreement

Preamble

Company Registered IP

4.13(a)

Alternative Transaction

5.6(a)

Company Special Meeting

5.13

Amended Organizational Documents

1.6

Company Support Agreement

Recitals

Amended Registration Rights Agreement

Recitals

Company Written Consent

5.13

Amended SPAC Charter

6.1(i)

D&O Indemnified Persons

5.18(a)

Antitrust Laws

5.9(b)

D&O Tail Insurance

5.18(b)

Business Combination

8.1

DGCL

Recitals

Certificate of Merger

1.2

Dissenting Shares

1.13

CFO

1.11(e)

Dissenting Stockholder

1.13

Closing

2.1

Domestication

1.6

Closing Date

2.1

Earnout Participants

1.11(a)

Closing Filing

5.14(b)

Earnout Period

1.11(a)

Closing Press Release

5.14(b)

Earnout Shares

1.11(a)

Companies Act

Preamble

Earnout Statement

1.11(e)

Company

Preamble

Effective Time

1.2

Company Benefit Plan

4.18(a)

EGS

2.1

Company Business

Recitals

Employment Agreements

Recitals

Company Certificates

1.10(a)

Enforceability Exceptions

3.2

Company Disclosure Schedules

Article IV

Environmental Permits

4.19(a)

Company Financials

4.7(a)

Excluded Securities

1.8(b)

Company IP

4.13(d)

Expense Note

7.3(b)

Company IP Licenses

4.13(a)

Extension

5.3(a)

Company Material Contracts

4.12(a)

Extension Expenses

10.1

Term

Section

Term

Section

Federal Securities Laws

5.7

Related Person

4.20

Incentive Plan

5.12(a)

Released Claims

8.1

Independent Expert

1.11(f)

Representative Party

1.11(e)

Insider Letter Amendment

Recitals

Required Company Stockholder Approval

6.1(b)

Intended Tax Purpose

Preamble

Required SPAC Shareholder Approval

6.1(a)

Interim Balance Sheet

4.7(a)

SEC Reports

3.6(a)

Interim Period

5.1(a)

Section 409A Plan

4.18(j)

Investment Company Act

3.16

Security Incident

4.25(c)

Lease Milestone

1.11(b)

Seller Representative

Preamble

Letter of Transmittal

1.10(a)

Seller Representative Documents

9.15(a)

Lock-Up Agreement

Recitals

Share Price Milestone

1.11(c)(ii)

Lost Certificate Affidavit

1.10(d)

Signing Filing

5.14(b)

Merger

Recitals

Signing Press Release

5.14(b)

Merger Consideration

1.6

SPAC

Preamble

Merger Sub

Preamble

SPAC Disclosure Schedules

Article III

Milestone / Milestones

1.11(a)

SPAC Extraordinary General Meeting

5.12(a)

Non-Competition Agreement

Recitals

SPAC Financials

3.6(c)

Non-Prevailing Party ‎

1.11(f)

SPAC Material Contract

3.13(a)

Non-Redemption Agreements

5.20(a)

SPAC Representative

Preamble

Off-the-Shelf Software

4.13(a)

SPAC Representative Documents

9.14(a)

Outbound IP License

4.13(c)

SPAC Shareholder Approval Matters

5.12(a)

Outside Date

7.1(b)

Specified Courts

9.4

Party(ies)

Preamble

Sponsor Support Agreement

Recital

Post-Closing SPAC Board

5.17(a)

Surviving Subsidiary

1.1

Privacy Agreement

4.25(a)

Tier I Share Price Milestone

1.11(c)(i)

Proxy Statement

5.12(a)

Tier II Share Price Milestone

1.11(c)(ii)

Public Certifications

3.6(a)

Top Customers

4.23

Public Shareholders

8.1

Top Suppliers

4.23

Redemption

5.12(a)

Transmittal Documents

1.10(b)

Registration Statement

5.12(a)

Triggering Event

1.11(a)

{REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS}

WITNESS WHEREOF, each Party hereto has caused this Business Combination Agreement to be signed and delivered as of the date first written

above.

SPAC:

APERTURE AC

By:

/s/ Calvin Kung

Name:

Calvin Kung

Title:

Chief Executive Officer

Merger Sub:

AP OCEAN MERGER SUB, INC.

By:

/s/ Calvin Kung

Name:

Calvin Kung

Title:

Director

The Company:

ATLANTIC HPC GROUP INC

By:

/s/ Jacqueline Jiang

Name:

Jacqueline Jiang

Title:

Chief Executive Officer

SPAC Representative:

APERTURE SPONSOR LLC

By:

/s/ Calvin Kung

Name:

Calvin Kung

Title:

Managing Member

Seller Representative:

AHPC HOLDING LLC

By:

/s/ Jacqueline Jiang

Name:

Jacqueline Jiang

Title:

Manager

[Signature Page to Business Combination Agreement]

Exhibit

Form

of Company Support Agreement

Attached

A-1

Exhibit

Form

of Sponsor Support Agreement

Attached

B-1

EX-10.1 — COMPANY SUPPORT AGREEMENT, DATED AS OF SEPTEMBER 10, 2026, BY AND AMONG APERTURE AC, ATLANTIC HPC GROUP INC AND AHPC HOLDING LLC

EX-10.1

Filename: ea030534901ex10-1.htm · Sequence: 3

Exhibit 10.1

FORM OF COMPANY SUPPORT AGREEMENT

This Company Support Agreement

(this “Agreement”) is made as of September 10, 2026 by and among (i) Aperture AC, a Cayman Islands exempted

company incorporated with limited liability (together with its successors, including after giving effect to the Domestication (as defined

below), “SPAC”), (ii) Atlantic HPC Group Inc., a Delaware corporation (the “Company”),

and (iii) AHPC Holding LLC (the “Holder”). Any capitalized term used but not defined in this Agreement will

have the meaning ascribed to such term in the Merger Agreement.

WHEREAS, on or about

the date hereof, (i) SPAC, (ii) AP Ocean Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of SPAC (“Merger

Sub”), (iii) the Company, (iv) Aperture Sponsor LLC, a Delaware limited liability company in the capacity under the Merger

Agreement (as defined below) as SPAC Representative thereunder (including any successor SPAC Representative appointed in accordance therewith,

the “SPAC Representative”), and (v) AHPC Holding LLC, in the capacity as the Seller Representative, have entered

into that certain Business Combination Agreement (as may be amended, modified, supplemented and/or restated from time to time in accordance

with the terms thereof, the “Merger Agreement”);

WHEREAS, pursuant to

the Merger Agreement, subject to the terms and conditions thereof, upon consummation of the transactions (the “Transactions”)

contemplated by the Merger Agreement (the “Closing”), among other matters, (a) SPAC will continue out of the

Cayman Islands and become domesticated as a corporation in the State of Delaware (the “Domestication”), and

(b) Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving such merger as

a wholly-owned subsidiary of SPAC, and as a result of which all of the issued and outstanding capital stock of the Company as of immediately

prior to the effective time of Merger shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, in

exchange for the right for each Company Stockholder to receive shares of the SPAC Common Stock, all upon the terms and subject to the

conditions set forth in the Merger Agreement and in accordance with the applicable Law;

WHEREAS, as of the

date hereof, Holder is the sole record holder and sole beneficial (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) owner, and has full voting power over the number of shares of Common Stock of the Company (“Company Common Stock”),

set forth opposite Holder’s name next to the applicable class heading; and

WHEREAS, as a condition

to the willingness of SPAC to enter into the Merger Agreement, 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 Merger Agreement, the Ancillary Documents and the Transactions, SPAC, the Company and Holder desire to enter into this Agreement in

order for Holder to provide certain assurances to SPAC regarding the manner in which Holder is bound hereunder to vote any Company Common

Stock or other equity interest of the Company which Holder beneficially owns, hold or otherwise has voting power (or which Holder will

beneficially own, hold or otherwise have voting power after the date hereof (the “Subject Stock”) during the

period from and including the date hereof through and including the date on which this Agreement is terminated in accordance with its

terms (the “Voting Period”) with respect to the Merger Agreement, the Merger, the Ancillary Documents and the

Transactions.

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 agrees, with respect to all of

the Subject Stock:

(a) during

the Voting Period, at each meeting of the stockholders of the Company (the “Company Stockholders”) or any class

or series thereof, and in each written consent or resolutions of any of the Company Stockholders in which Holder is entitled to vote or

consent as a stockholder of the Company, Holder hereby unconditionally and irrevocably agrees to be present for 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, including its Bylaws

and the Company Charter, dated September 13, 2024 and September 13, 2024, respectively, and with respect to, as applicable, the Subject

Stock (i) in favor of, and adopt, the Merger, the Merger Agreement, the Ancillary Documents, any amendments to the Company’s Organizational

Documents, and all of the other Transactions (and any actions required in furtherance thereof), (ii) in favor of the other matters set

forth in the Merger Agreement, and (iii) to vote the Subject Stock 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 Merger, the Merger Agreement or any of the Transactions, or (z) which are in competition with or materially

inconsistent with the Merger Agreement or the Ancillary Documents; (B) other than as contemplated by the Merger Agreement or the Ancillary

Documents, 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 Merger Agreement

not being fulfilled;

(b) to

promptly execute and deliver all related documentation and take such other action in support of the Merger, the Merger Agreement, any

Ancillary Documents and any of the Transactions as shall reasonably be requested by the Company or SPAC in order to carry out the terms

and provision of this Section 1, including, without limitation, (i) execution and delivery to the Company of a Letter of Transmittal

and the Transmittal Documents, (ii) if applicable, delivery of Holder’s Company Certificate (or a Lost Certificate Affidavit in

lieu of the Company Certificate), duly endorsed for transfer, to SPAC and any similar or related documents and such other documents as

may be reasonably requested by SPAC, (iii) any actions by written consent of the Company Stockholders presented to Holder, and (iv) any

applicable Ancillary Documents (including, without limitation, a Lock-Up Agreement in substantially the form attached to the Merger Agreement

and, to the extent applicable to Holder, a Non-Competition and Non-Solicitation Agreement in substantially the form attached to the Merger

Agreement), customary instruments of conveyance and transfer, and any consent, waiver, governmental filing, and any similar or related

documents;

to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Subject Stock owned by Holder or his/her/its

Affiliates in a voting trust or subject any Subject Stock to any arrangement or agreement with respect to the voting of such Subject Stock,

unless specifically requested to do so by the Company and SPAC in connection with the Merger Agreement, the Ancillary Documents or the

Transactions;

(d) except

as contemplated by the Merger Agreement 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 Stock in connection with

any vote or other action with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor

of adoption of the Merger Agreement and the Transactions and any other proposal the approval of which is a condition to the obligations

of the parties under the Merger Agreement (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 Merger,

the Merger Agreement, the Ancillary Documents and any of the Transactions pursuant to the DGCL; and

(f) that

the 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 the Holder may have in respect of the Business Combination

and/or the Transactions contemplated under the Merger Agreement, 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.

Grant of Proxy. The Holder, with respect to all of Holder’s Subject Stock, hereby irrevocably grants to, and appoints,

SPAC and any designee of SPAC (determined in SPAC’s sole discretion) as Holder’s attorney-in-fact and proxy, with full power

of substitution and resubstitution, for and in Holder’s name, to vote, or cause to be voted (including by proxy or written consent,

if applicable), any Subject Stock owned (whether beneficially or of record) by Holder as of the date hereof and as of immediately prior

to the Effective Time, solely with respect to: (i) the approval and adoption of the Merger Agreement and the Transactions contemplated

thereby (including the Merger), (ii) any amendments to the Company’s Organizational Documents as contemplated by the Merger Agreement,

and (iii) any other matters expressly set forth in Section 1(a) of this Agreement; provided, that such proxy shall be exercisable solely

in the event that, and for so long as, Holder shall have failed to vote, or to deliver a written consent with respect to, the Subject

Stock in accordance with Section 1(a) within three (3) Business Days following Holder’s receipt of a written request from SPAC to

do so; provided, further, that such proxy shall not extend to any amendment or modification to the Merger Agreement that would have a

material and adverse economic effect on the Holder. SPAC hereby covenants and agrees that it shall exercise the proxy granted pursuant

to this Section 2 solely in a manner consistent with the terms and conditions of the Merger Agreement. The proxy granted by Holder

pursuant to this Section 2 is irrevocable and is granted in consideration of SPAC entering into this Agreement and the Merger Agreement

and incurring certain related fees and expenses. The Holder hereby affirms that such irrevocable proxy is coupled with an interest by

reason of the Merger Agreement and, except upon the termination of this Agreement in accordance with Section 6(a), is intended

to be irrevocable. The Holder agrees, until this Agreement is terminated in accordance with Section 6(a), to vote its Subject Stock

in accordance with Section 1 above.

3. Other

Covenants.

(a) No

Transfers. The 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 Stock; (C) grant any proxies or powers of attorney with respect to any or all of the Subject Stock; (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 Stock; or (E) 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; provided, however, that the foregoing restrictions shall not apply to any Transfer (a “Permitted Transfer”):

(i) to any Affiliate of Holder, including to any member, partner, stockholder, or other equity holder of Holder, or to any family member

or trust for the benefit of Holder or Holder’s family members, (ii) by will or intestate succession upon the death of Holder, (iii)

pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage

or civil union, or (iv) with the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed);

provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee agrees in

a writing, reasonably satisfactory in form and substance to SPAC, to assume all of the obligations of Holder under, and be bound by all

of the terms of, this Agreement. SPAC shall promptly notify the Company of any consent granted by SPAC to a Transfer of Subject Stock

and of any Permitted Transfer of which SPAC becomes aware. The Company hereby agrees that it shall not permit any Transfer of the Subject

Stock in violation of this Agreement. The 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 share representing any Subject Stock during the term of this

Agreement without the prior written consent of SPAC, and the Company hereby agrees that it shall not effect any such Transfer.

(b) Changes

to Subject Stock. In the event of an equity distribution, or any change in the equity interests of the Company by reason of any equity

distribution, equity split, recapitalization, combination, conversion, exchange of equity interests or the like, the term “Subject

Stock” shall be deemed to refer to and include the Subject Stock as well as all such equity distributions and any securities into

which or for which any or all of the Subject Stock may be changed or exchanged or which are received in such transaction. The 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 Stock, upon Holder’s acquisition or commitment to acquire any additional Subject

Stock or upon any other changes involving Holder relating to the equity interests or securities convertible or exercisable for equity

interests of the Company.

with Merger Agreement. The 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. The Holder further agrees that

it shall use its commercially reasonable efforts to cooperate with SPAC to effect the Merger, all other Transactions, the Merger Agreement,

the Ancillary Documents and the provisions of this Agreement. During the Voting Period, the Holder shall not authorize or permit any of

its Representatives to, directly or indirectly, take any action that the Company is prohibited from taking pursuant to Section 5.2

of the Merger Agreement (unless SPAC shall have consented thereto).

(d) Registration

Statement. During the Voting Period, the Holder agrees to provide to SPAC, the Company and their respective Representatives any information

regarding Holder or the Subject Stock that is reasonably requested by SPAC, Company or their respective Representatives for inclusion

in the Registration Statement.

(e) Publicity.

No Holder shall issue any press release or otherwise make any public statements with respect to the Transactions or the transactions contemplated

herein without the prior written approval of the Company and SPAC. The Holder hereby authorizes the Company and SPAC to publish and disclose

in any announcement or disclosure required by the SEC, Nasdaq 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 Stock and the nature of Holder’s

commitments and agreements under this Agreement, the Merger Agreement and any other Ancillary Documents.

4. Representations

and Warranties of Holder. The 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 or partnership 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 corporate, limited liability or partnership action on the part of Holder, as applicable.

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 creditors’ rights, and to general equitable principles). Holder understands and acknowledges that SPAC is entering into

the Merger Agreement in reliance upon the execution and delivery of this Agreement by Holder.

(b) Ownership

of Subject Stock. As of the date hereof, Holder has beneficial ownership over the Subject Stock set forth under Holder’s name

on the signature page hereto, is the lawful owner of such Subject Stock, has the sole power to vote or cause to be voted such Subject

Stock (to the extent the Subject Stock have associated voting rights), and has good and valid title to such Subject Stock, free and clear

of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests

and demands 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 payable by Holder pursuant to arrangements made

by Holder. Except for the Subject Stock of the Company 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 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, 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 certificate of incorporation, bylaws or other comparable 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 Stock 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 Stock, (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 Stock 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.

5. Waiver

and Release of Claims. Holder covenants and agrees as follows:

(a) Subject

to and conditioned upon the Closing, effective as of the Closing (and subject to the limitations set forth in paragraph (d) below), Holder,

on behalf of itself and its Affiliates and its and their respective successors, assigns, representatives, administrators, executors and

agents, and any other person or entity claiming by, through, or under any of the foregoing (each a “Releasing Party”

and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that SPAC shall not be deemed

a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge SPAC, the Company, and

each of their past and present directors, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, from any and

all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known,

suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing)

at or prior to the Closing, in each case to the extent arising out of or relating to Holder’s capacity as a current or former stockholder

of the Company or holder of any other equity securities of the Company (or securities convertible into equity securities of the Company)

(each a “Claim” and, collectively, the “Claims”). For the avoidance of doubt, this

release does not extend to any fraud, willful misconduct, or criminal acts, or to any claims arising under federal or state securities

laws.

(b) Holder

acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with

respect to Claims described in Section 5(a), and that it may hereafter come to have a different understanding of the law that may apply

to such Claims, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever

settle and release the Claims specifically described in Section 5(a). In furtherance of this intention, Holder acknowledges that the releases

contained in Section 5(a) shall be and remain in effect as releases with respect to the Claims described therein notwithstanding the discovery

or existence of any such additional facts or different understandings of Law.

that Holder has the right not to release existing Claims of which Holder is not aware, unless Holder voluntarily chooses to waive this

right with respect to the specific, narrow category of Claims described in Section 5(a). Having been so apprised, and solely with respect

to the Claims described in Section 5(a), Holder elects to assume the risks for such Claims that exist, existed or may hereafter exist

in its favor, known or unknown, suspected or unsuspected, in each case, effective as of the Closing. Holder acknowledges and agrees that

the foregoing waiver is a material term of the release provided pursuant to this Section 5 and that, without such waiver with respect

to the Claims described in Section 5(a), SPAC and the Company would not have agreed to the terms of this Agreement.

(d) Notwithstanding

the foregoing provisions of this Section 5 or anything to the contrary set forth herein, the Releasing Parties do not release or

discharge, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms

of the Merger Agreement, this Agreement, any of the Ancillary Documents, or any other document, certificate or Contract executed or delivered

in connection with the Merger Agreement, as each such agreement or instrument may be amended in accordance with its terms and the terms

set forth in (A) the Merger Agreement or (B) this Agreement or the other Ancillary Documents (if and to the extent applicable), (ii) any

Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any organizational document of the Company

or any indemnity or similar agreements by the Company with or for the benefit of a Releasing Party solely to the extent (in each case)

contemplated by Section 5.18 of the Merger Agreement, (iii) any Claims for compensation, reimbursement of expenses or benefits payable

to Holder in his, her or its capacity as an officer, director, employee, consultant or contractor of the Company or any of its Subsidiaries;

or (iv) any Claims for obligations pursuant to, or other rights set forth in, any employment or similar agreement between Holder, on the

one hand, and the Company or any Subsidiary of the Company, on the other hand, together with any other agreements, documents, instruments

or certificates contemplated by the foregoing, as well as any other employment related rights that Holder has by Contract or pursuant

to applicable Law; or (v) any Claims in respect of any loan, advance, note, account payable or other indebtedness owed by the Company

or any of its Subsidiaries to Holder or any of its Affiliates, or any dividend or distribution declared by the Company and unpaid as of

the Closing.

6. 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 and the

Company, (ii) the Effective Time (following the performance of the obligations of the parties hereunder required to be performed at or

prior to the Effective Time), and (iii) the date of termination of the Merger Agreement 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 6 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 be assigned, transferred or delegated 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; provided that no such assignment

shall relieve the assigning party of its obligations hereunder. Each of the Company and SPAC 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. 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 Delaware without regard to the conflict of laws principles thereof; provided,

that the internal corporate and constitutional matters of SPAC prior to the Domestication shall be governed by the Laws of the Cayman

Islands. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in the Court of Chancery of

the State of Delaware in and for New Castle County, Delaware or, if such court shall not have jurisdiction, any federal court located

in the State of Delaware or other Delaware state court (or, in each case, any appellate court thereof) (the “Specified Courts”).

Each party hereto hereby (i) 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 (ii) 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 or proceeding 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 6(g). Nothing in

this Section 6(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

6(e).

(f) 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 in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns,

pronouns and verbs, including any defined terms, 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.

(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 (a) in person, (b) by email with affirmative confirmation of receipt, (c) one (1) Business Day after being sent, if sent by

reputable, nationally recognized overnight courier service or (d) 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, to:

Aperture AC

835 Wilshire Blvd. 5th Floor

Los Angeles, CA 90017

Attn: Calvin Kung

Telephone No.: 424 253 0908

Email:

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: Barry I. Grossman, Esq.;

Matthew A. Gray, Esq.

Telephone No.: (212) 370-1300

Email:

If to the Company, to:

Atlantic HPC Group Inc.

25 Edelman, Suite 200

Irvine, CA 92618

Attn: Benson Liu, Chief Financial Officer

Email:

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

Hunter Taubman Fischer & Li LLC

950 Third Avenue, 19th Floor

New York, NY 10022

Attn: Ying Li, Esq.

Sally Yin, Esq.

Telephone No.: (212) 530-2206

Email: yli@htflawyers.com

sally.yin@htflawyers.com

If to Holder, to: the address set forth under Holder’s name on the signature page hereto, with a copy (which will not constitute notice) to, if not the party sending the notice, each of the Company and SPAC (and each of their copies for notices hereunder).

(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 SPAC, the Company and the Holder.

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 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. The 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 the Company and SPAC 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 Holder

in accordance with their specific terms or were otherwise breached. Accordingly, the Company and SPAC shall be entitled to seek 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.

(k) Expenses.

Subject to Section 7.3 of the Merger Agreement, 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.

(l) No

Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship among the Holder, the Company

and SPAC, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship among the

parties hereto or among any other Company Stockholders entering into voting agreements with the Company or SPAC. Holder is not affiliated

with any other holder of Company Securities entering into a voting or support agreement with the Company or SPAC in connection with the

Merger Agreement and Holder has acted independently regarding its decision to enter into this Agreement. Nothing contained in this Agreement

shall be deemed to vest in the Company or SPAC any direct or indirect ownership or incidence of ownership of or with respect to any Subject

Stock.

(m) Capacity

as Stockholder. The Holder executes and delivers this Agreement solely in its capacity as a stockholder of the Company, and not in

any other capacity, including any capacity as a director, officer, employee or consultant of the Company or any of its Subsidiaries. Nothing

in this Agreement shall be construed to (i) restrict, limit, prohibit or affect any action or inaction by Holder, or any Affiliate, principal,

partner, member, director, officer or other representative of Holder, in his, her or its capacity as a director or officer of the Company

or any of its Subsidiaries, or (ii) prohibit, limit or restrict the exercise of any fiduciary duties owed by any such person in such capacity,

in each case to the extent permitted by, and taken in compliance with, the Merger Agreement.

(n) Further

Assurances. From time to time, at another party’s request and without further consideration, each party shall execute and deliver

such additional documents and take all such further action as may be reasonably necessary or desirable to consummate the transactions

contemplated by this Agreement.

(o) Entire

Agreement. This Agreement (together with the Merger Agreement 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 Merger 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 Holder under any

other agreement between Holder and SPAC or the Company or any certificate or instrument executed by Holder 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 Holder under this Agreement.

(p) 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.

[Remainder of Page Intentionally Left Blank;

Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed

this Company Support Agreement as of the date first written above.

The SPAC:

APERTURE AC

By:

/s/ Calvin Kung

Name:

Calvin Kung

Title:

Chief Executive Officer

The Company:

ATLANTIC HPC GROUP INC.

By:

/s/ Jacqueline Jiang

Name:

Jacqueline Jiang

Title:

Chief Executive Officer

Holder:

Name of Holder:

By:

Name:

Title:

Number and Type of Shares:

__________________Company Common Stock

Address for Notice:

Address:

Telephone No.:

Email:

EX-10.2 — SPONSOR SUPPORT AGREEMENT, DATED AS OF SEPTEMBER 10, 2026, BY AND AMONG APERTURE AC, ATLANTIC HPC GROUP INC. AND APERTURE SPONSOR LLC.

EX-10.2

Filename: ea030534901ex10-2.htm · Sequence: 4

Exhibit

10.2

SPONSOR SUPPORT AGREEMENT

THIS SPONSOR SUPPORT AGREEMENT

(this “Agreement”) is made and entered into as of September 10, 2026, by and among (i) Aperture Sponsor

LLC, a Delaware limited liability company (“Sponsor”), (ii) Aperture AC, a Cayman Islands exempted

company (“SPAC”), and (iii) Atlantic HPC Group Inc., a Delaware corporation (the “Company”).

Capitalized terms used but not defined in this Agreement will have the meanings ascribed to such terms in the Business Combination Agreement,

by and among SPAC, the Company and AP Ocean Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of SPAC (“Merger

Sub”), among other parties thereto, dated as of the date hereof (as it may be amended, supplemented, modified and/or restated

from time to time, the “Business Combination Agreement”).

WHEREAS, as of the date hereof,

Sponsor owns 3,772,603 SPAC Class B Ordinary Shares (the “Founder Shares” and, together with the SPAC Ordinary

Shares included in the SPAC Units (as defined below) owned by Sponsor and any New Securities (as defined below) of which ownership of

record or the power to vote is hereafter acquired by Sponsor prior to the termination of this Agreement, the “Sponsor Shares”)

and 223,000 private placement units of SPAC (the “SPAC Units”);

WHEREAS, in connection

with the IPO, the officers and directors of SPAC (each, an “Insider” and collectively, the “Insiders”)

together with the Sponsor and SPAC entered into a letter agreement dated May 20, 2026, as amended on or about the date hereof (the “Insider

Letter”), pursuant to which Sponsor and the Insiders agreed, among other matters, to (i) waive any redemption

rights that Sponsor or such Insider may have in connection with the consummation of an initial business combination with respect to any

SPAC Ordinary Shares owned by Sponsor or such Insider, (ii) waive any rights to liquidating distributions from the Trust Account

with respect to the Founder Shares or SPAC Units (although they will be entitled to liquidating distributions from the Trust Account

with respect to any SPAC Class A Ordinary Shares sold in the IPO as part of the SPAC Public Units), (iii) vote any SPAC Ordinary Shares

owned by Sponsor or such Insider in favor of an initial business combination for which SPAC seeks approval and (iv) certain transfer restrictions

with respect to the Founder Shares and SPAC Units;

WHEREAS, Article 17.3

of SPAC’s Amended and Restated Memorandum and Articles of Incorporation (as amended, the “SPAC Charter”)

provides, among other matters, that the SPAC Class B Ordinary Shares will automatically convert into SPAC Class A Ordinary Shares upon

the consummation of an initial business combination, subject to adjustment pursuant to Article 17.4 of the SPAC Charter if additional

SPAC Class A Ordinary Shares or equity-linked securities (as defined in the SPAC Charter), are issued or deemed issued in excess of the

amounts sold in the IPO (the “Anti-Dilution Right”), excluding certain exempted issuances;

WHEREAS, pursuant to

the Business Combination Agreement, upon consummation of the transactions contemplated by the Business Combination Agreement (the “Transactions”),

among other matters, (a) SPAC will continue out of the Cayman Islands and become domesticated as a corporation in the state of Delaware

(the “Domestication”), and (b) Merger Sub will merge with and into the Company (the “Merger”),

with the Company surviving such merger as a wholly-owned subsidiary of SPAC and as a result of which all of the issued and outstanding

capital stock of the Company as of immediately prior to the effective time of the Merger shall no longer be outstanding and shall automatically

be cancelled and shall cease to exist, in exchange for the right for each Company Stockholder to receive shares of SPAC Common Stock,

all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the applicable

law;

B-1

WHEREAS, as a condition

and inducement to the Company’s willingness to enter into the Business Combination Agreement, the Company has required that Sponsor

enter into this Agreement.

NOW, THEREFORE, in

consideration of the representations, warranties, covenants and agreements contained herein and for other good and valuable consideration,

the receipt and adequacy of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto agree as

follows:

1. Enforcement of

Sponsor Voting Requirements, Transfer Restrictions and Redemption Waiver.

During the Interim Period, for the benefit of the Company, (i) Sponsor agrees that it will fully

comply with, and perform all of its obligations, covenants and agreements set forth in the Insider Letter in all material respects, and

shall (A) cause all of the SPAC Ordinary Shares owned by it to be counted as present at the SPAC Extraordinary General Meeting (including

any adjournment or postponement thereof) for purposes of calculating a quorum thereat, (B) vote all of the SPAC Ordinary Shares owned

by it in favor of the Transactions, including each of the SPAC Shareholder Approval Matters and, if necessary to permit further solicitation

of proxies because there are not sufficient votes to approve and adopt any of the SPAC Shareholder Approval Matters or to allow reasonable

time for the SPAC Board to accept reversals of elections to redeem SPAC Class A Ordinary Shares by the SPAC shareholders, the adjournment

of the SPAC Extraordinary General Meeting, (C) waive any redemption rights that it may have in connection with the closing (the “Closing”)

of the Transactions with respect to any SPAC Class A Ordinary Shares owned by it and (D) fully comply with the transfer restrictions set

forth in the Insider Letter with respect to the Sponsor Shares and SPAC Units, in each case subject to the exceptions set forth in the

Insider Letter, provided that, in the case of any permitted Transfer (as defined in the Insider Letter) pursuant to the terms of the Insider

Letter, the transferee (the “Permitted Transferee”) must enter into a written

agreement with the Company and SPAC agreeing to be bound by the provisions of this Agreement and the Insider Letter; and (ii) each of

the SPAC and Sponsor agrees (A) to enforce the Insider Letter in accordance with its terms, and (B) not to amend, modify or waive any

provision of the Insider Letter without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned).

2. Waiver of Anti-Dilution

Protection. Sponsor, as the holder of all of the issued

and outstanding SPAC Class B Ordinary Shares, solely in connection with, and subject to and conditioned upon, the Closing, waives any

adjustment pursuant to the Anti-Dilution Right, and agrees that, upon the Closing, the SPAC Class B Ordinary Shares will automatically

convert into SPAC Class A Ordinary Shares at the Initial Conversion Ratio (as defined in the SPAC Charter) in connection with the Transactions.

This waiver shall be void and of no force and effect following the date on which the Business Combination Agreement is validly terminated

in accordance with its terms. All other terms in the SPAC Charter related to the SPAC Class B Ordinary Shares shall remain in full force

and effect, except as contemplated by the Business Combination Agreement or the Ancillary Documents.

3. Representations

and Warranties of Sponsor. Sponsor represents and warrants

to the Company, as follows:

(a) Authorization. Sponsor

is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, has all

requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions

contemplated hereby, and the execution, delivery and performance of this Agreement by Sponsor and the consummation by Sponsor of the transactions

contemplated hereby have been duly and validly authorized by all necessary action on the part of Sponsor and no other proceedings on the

part of Sponsor or Sponsor’s membership unit holders are necessary to authorize the execution and delivery of this Agreement or

the consummation of the transactions contemplated hereby except as have been obtained prior to the date of this Agreement. This Agreement

has been duly and validly executed and delivered by Sponsor, and assuming the due execution and delivery by the Company and SPAC, constitutes

the legal, valid and binding obligation of Sponsor, enforceable against Sponsor in accordance with its terms, except as limited by Laws

affecting or relating to the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of

any Governmental Authority before which any Action seeking enforcement may be brought.

B-2

(b) Consents and Approvals;

No Violations.

(i) The execution, delivery

and performance of this Agreement by Sponsor and the consummation by Sponsor of the transactions contemplated hereby do not and will not

require any filing or registration with, notification to, or authorization, permit, license, declaration, Consent of, or other action

by or in respect of or any Governmental Authority on the part of Sponsor.

(ii) The execution, delivery

and performance by Sponsor of this Agreement, the consummation by Sponsor of the transactions contemplated by this Agreement and compliance

by Sponsor with any of the provisions hereof do not and will not (A) conflict with or violate any provision of the Sponsor’s Organizational

Documents in any material respect, (B) conflict with or violate any Law, Order or consent applicable to Sponsor or any of its properties

or assets or (C) result in any material violation or breach of, or materially conflict with, or constitute (with or without notice or

lapse of time or both) a material default (or give rise to any right of purchase, termination, amendment, acceleration or cancellation)

under, result in the loss of any material benefit under, or result in the triggering of any material payments pursuant to, any of the

terms, conditions or provisions of, any Contract to which Sponsor is a party, except in the case of clauses (B) and (C) above as would

not reasonably be expected, either individually or in the aggregate, to impair in any material respect the ability of Sponsor to timely

perform its obligations hereunder or consummate the transactions contemplated hereby.

Shares. (i) As of the date hereof, Sponsor is the sole record owner of all of the Sponsor Shares and SPAC Units, free and clear

of all Liens (other than Liens arising under applicable securities Laws, this Agreement and the Insider Letter), (ii) as of the date

hereof, Sponsor has the sole voting power with respect to such Sponsor Shares and SPAC Units and (iii) Sponsor has not entered into

any voting agreement (other than this Agreement and the Insider Letter) with or granted any Person any proxy (revocable or irrevocable)

with respect to such Sponsor Shares.

(d) Contracts with SPAC.

Except for (a) the Contracts disclosed in the SPAC Disclosure Schedules and (b) any Contract filed as an exhibit to a form,

report, schedule, statement or other document that is publicly filed with the SEC, none of Sponsor nor any of the Affiliates of Sponsor

is a party to any Contract with SPAC.

(e) No Inconsistent Agreements.

Sponsor hereby covenants and agrees that, except for this Agreement and the Insider Letter, Sponsor (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 Sponsor Shares

or SPAC Units, (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 Sponsor Shares or SPAC Units 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 Sponsor contained herein

untrue or incorrect in any material respect or have the effect of preventing Sponsor from performing any of its material obligations under

this Agreement.

4. Further Assurances.

Sponsor hereby agrees that it shall, from time to time,

(a) execute and deliver, or cause to be executed and delivered, such Ancillary Documents as may be necessary to satisfy any condition

to the Closing under the Business Combination Agreement, in substantially the form previously provided to Sponsor as of the date of this

Agreement, and (b) shall undertake commercially reasonable efforts to (i) execute and deliver, or cause to be executed and delivered,

such additional or further consents, documents and other instruments and (ii) take, or cause to be taken, such actions, and do, or

cause to be done, and assist and cooperate with the other parties in doing such things, in each case, as are reasonably necessary for

the purpose of effectively carrying out the transactions contemplated by the Business Combination Agreement and this Agreement, in each

case, where such efforts do not require Sponsor expenditures in excess of those contemplated by the Business Combination Agreement.

5. General.

(a) Termination. This

Agreement shall terminate on the earlier to occur of (a) the Closing or (b) at such time, if any, as the Business Combination

Agreement is terminated in accordance with its terms prior to the Closing, and upon such termination this Agreement shall be null and

void and of no effect whatsoever, and the parties hereto shall have no obligations under this Agreement; provided, however,

that no termination of this Agreement shall relieve or release a party hereto from any obligations or liabilities 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 such termination.

B-3

(b) Notices. All notices,

consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (a) in

person, (b) by email, with affirmative confirmation of delivery (i.e., an electronic record of the sender that the email was sent

to the intended recipient thereof without an “error” or similar message that such email was not received by such intended

recipient), (c) one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (d) 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 hereto at the following addresses (or at such other address for a party hereto as shall be specified by like notice):

If to SPAC at or prior to the Closing, to:

Aperture AC

835 Wilshire Blvd. 5th Floor

Los Angeles, CA 90017

Attn: Calvin Kung

Telephone No.: 424 253 0908

Email:

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

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, NY 10105, U.S.A.

Attn: Barry I. Grossman, Esq.;

Matthew A. Gray, Esq.

Telephone No.: (212) 370-1300

Email:

If to the Sponsor, to:

Aperture Sponsor LLC

835 Wilshire Blvd. 5th Floor

Los Angeles, CA 90017

Attn: Calvin Kung

Telephone No.: 424 253 0908

Email:

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

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, NY 10105, U.S.A.

Attn: Barry I. Grossman, Esq.;

Matthew A. Gray, Esq.

Telephone No.: (212) 370-1300

Email:

If to the Company, to:

Atlantic HPC Group Inc.

25 Edelman, Suite 200

Irvine, CA 92618

Attn: Benson Liu, Chief Financial Officer

Email:

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

Hunter Taubman Fischer & Li LLC

950 Third Avenue, 19th Floor

New York, NY 10022

Attn: Ying Li, Esq.

Sally Yin, Esq.

Telephone No.: (212) 530-2206

Email: yli@htflawyers.com sally.yin@htflawyers.com

If to SPAC after the Closing, to:

Atlantic HPC Corp

25 Edelman, Suite 200

Irvine, CA 92618

Attn: Benson Liu, Chief Financial Officer

Email:

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

Hunter Taubman Fischer & Li LLC

950 Third Avenue, 19th Floor

New York, NY 10022

Attn: Ying Li, Esq.

Sally Yin, Esq.

Telephone No.: (212) 530-2206

Email: yli@htflawyers.com sally.yin@htflawyers.com

B-4

This Agreement (together with the other Ancillary Documents, the Business Combination Agreement and each of the other documents and the

instruments referred to herein, to the extent incorporated herein) constitutes the entire agreement and understanding of the parties hereto

in respect of the subject matter hereof and thereof and supersedes all prior understandings, agreements, or representations by or among

the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or thereof.

(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 Delaware without regard to the conflict of laws principles thereof; provided, that the internal corporate

and constitutional matters of SPAC prior to the Domestication shall be governed by the Laws of the Cayman Islands. All Actions arising

out of or relating to this Agreement shall be heard and determined exclusively in the Court of Chancery of the State of Delaware in and

for New Castle County, Delaware or, if such court shall not have jurisdiction, any federal court located in the State of Delaware or other

Delaware state court (or, in each case, any appellate court thereof) (the “Specified Courts”). Each party hereto

hereby (i) 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 (ii) 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 or proceeding 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 5(b). Nothing in this Section

5(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

5(e).

(f) Remedies. All rights

and remedies existing under this Agreement are cumulative to, and not exclusive of any rights or remedies otherwise available. The parties

hereto agree that irreparable damage could occur in the event that any of the provisions of this Agreement were not performed in accordance

with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction

or injunctions to prevent breaches of this Agreement and to seek specific enforcement of the terms and provisions of this Agreement, in

addition to any other remedy to which any party hereto is entitled at law or in equity. In the event that any Action shall be brought

in equity to enforce the provisions of this Agreement, no party hereto shall allege, and each party hereto hereby waives the defense,

that there is an adequate remedy at law, and each party hereto agrees to waive any requirement for the securing or posting of any bond

in connection therewith.

(g) Amendments and Waivers.

This Agreement may be amended or modified only with the written consent of SPAC, the Company and Sponsor. 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 the party hereto against whom enforcement of such waiver is sought. No failure or delay by a party hereto 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.

(h) Severability. If

any provision of this Agreement is held invalid, illegal or unenforceable by any court of competent jurisdiction, the other provisions

of this Agreement shall remain in full force and effect. The parties further agree that if any provision contained herein is, to any extent,

held invalid, illegal or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to

render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary,

shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a

valid and enforceable provision giving effect to the intent of the parties.

B-5

(i) Assignment.

No party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent

of the other parties; provided, that in the event that Sponsor transfers any of its Sponsor Shares or SPAC Units to any Permitted Transferee

in accordance with this Agreement and the Insider Letter, Sponsor shall, by providing notice to SPAC and the Company prior to such Transfer

(as defined in the Insider Letter), transfer its rights and obligations under this Agreement with respect to such securities to such Permitted

Transferee, who shall be required to agree in writing to be bound by the terms and conditions of this Agreement and the Insider Letter.

Any purported assignment in violation of this ‎Section 5(i) shall be void and ineffectual and shall not operate to transfer or assign

any interest or title to the purported assignee. This Agreement shall be binding on the undersigned and their respective successors and

permitted assigns.

(j) Costs and Expenses.

Subject to Section 7.3 of the Business Combination Agreement, each party to this Agreement will pay its own costs and expenses (including

legal, accounting and other fees) relating to the negotiation, execution, delivery and performance of this Agreement.

(k) No Joint Venture.

Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between any of the parties

hereto. No party hereto is by virtue of this Agreement authorized as an agent, employee or legal representative of any other party hereto.

Without in any way limiting the rights or obligations of any party hereto under this Agreement, prior to the Closing, (i) no party

hereto shall have the power by virtue of this Agreement to control the activities and operations of any other and (ii) no party hereto

shall have any power or authority by virtue of this Agreement to bind or commit any other party hereto. No party hereto shall hold itself

out as having any authority or relationship in contravention of this ‎Section 5(k).

(l) Capacity as Shareholder.

Sponsor signs this Agreement solely in its capacity as a shareholder of SPAC, and not in its capacity as a director (including “director

by deputization”), officer or employee of SPAC, if applicable. Nothing herein shall be construed to: (i) restrict, limit, prohibit

or affect any actions or inactions by Sponsor or any representative of Sponsor, as applicable, serving in the capacity of a director or

officer of SPAC or any Subsidiary of SPAC, acting in such person’s capacity as a director or officer of SPAC or any Subsidiary of

SPAC (it being understood and agreed that the Business Combination Agreement contains provisions that govern the actions or inactions

by the directors and officers of SPAC with respect to the Merger and the other Transactions) or (ii) prohibit, limit or restrict

the exercise of any fiduciary duties as director or officer of SPAC that is otherwise permitted by, and done in compliance with, the terms

of the Business Combination Agreement (and in each case of clauses (i) and (ii), without limiting Sponsor’s obligations hereunder

in its capacity as a shareholder of SPAC).

(m) Affiliates. In this

Agreement, the term “Affiliates”, when used with respect to a particular Person, means any other Person directly

or indirectly controlling, controlled by or under common control with such Person, whether through one or more intermediaries or otherwise,

and the term “control” (including the terms “controlling”, “controlled by” and “under common

control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and

policies of a Person, whether through the ownership of voting securities, by Contract or otherwise. Notwithstanding the foregoing, (i) Affiliates

of Sponsor shall only include SPAC and Persons directly or indirectly controlled by SPAC, and Sponsor and SPAC (and each of their respective

Affiliates) shall be deemed not to be Affiliates of each other for purposes of this Agreement and (ii) no private investment fund

(or similar vehicle) or business development company, or any other investment account, fund, vehicle or other client advised or sub-advised

by Sponsor or by Sponsor’s Affiliates or any portfolio companies thereof shall be deemed to be an Affiliate of Sponsor, except to

the extent any such Person is expressly requested or directed by Sponsor to take any action which would constitute a breach of this Agreement

if taken by Sponsor, and such Person actually takes such prohibited action (it being understood and agreed that this Agreement shall not

otherwise apply to, or be binding on, any Persons described in this clause (ii)).

(n) No Recourse. Neither

SPAC nor any of its Subsidiaries, nor any of the past, present or future stockholders of SPAC (other than Sponsor or any permitted transferee

thereof), nor any director, officer, employee, member, partner, shareholder or other owner (whether direct or indirect), Affiliate, agent,

attorney or representative of Sponsor, shall have any obligation or liability for the obligations or liabilities of Sponsor under this

Agreement. Without limiting the foregoing, this Agreement may only be enforced against the persons or entities that have executed and

delivered a counterpart to this Agreement.

B-6

(o) Headings; Interpretation.

The headings and subheadings in this Agreement are for convenience only and shall not be considered a part of or affect the construction

or interpretation of any provision 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) the term “including” (and with correlative meaning “include”) shall be deemed

in each case to be followed by the words “without limitation”; (iii) the words “hereof,” “herein,”

“hereto,” and “hereby” and other words of similar import 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 term “or” means “and

/or”; (v) the word “extent” in the phrase “to the extent” means the degree to which a subject or thing

extends, and such phrase shall not simply mean “if’; and (vi) references to “written” or “in writing”

include in electronic 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 hereto by virtue of the authorship

of any provision of this Agreement.

(p) Counterparts. This

Agreement may be executed in two or more counterparts, and by different parties in separate counterparts, with the same effect as if all

parties hereto had signed the same document, but all of which together shall constitute one and the same instrument. Copies of executed

counterparts of this Agreement transmitted by electronic transmission (including by email or in .pdf format) or facsimile as well as electronically

or digitally executed counterparts (such as DocuSign) shall have the same legal effect as original signatures and shall be considered

original executed counterparts of this Agreement.

(q) New Shares. In the

event that, during the Interim Period (i) any SPAC Ordinary Shares, or other equity securities of SPAC are issued to Sponsor in respect

of the Founder Shares or the SPAC Units pursuant to any share dividend, share split, recapitalization, reclassification, combination or

exchange of SPAC Ordinary Shares or other equity securities of SPAC owned by Sponsor or otherwise, then such SPAC Ordinary Shares or other

equity securities acquired or purchased by Sponsor shall be subject to the terms of this Agreement to the same extent as if they constituted

Founder Shares or SPAC Units, as applicable, or (ii) Sponsor (A) purchases or otherwise acquires beneficial ownership of any SPAC

Ordinary Shares or other equity securities of SPAC after the date of this Agreement, or (B) acquires the right to vote any SPAC Ordinary

Shares or other equity securities of SPAC after the date of this Agreement (such SPAC Ordinary Shares or other equity securities, collectively

the “New Securities”), then such New Securities acquired or purchased by Sponsor shall be subject to the terms

of Section 1 of this Agreement to the same extent as if they constituted the Sponsor Shares or SPAC Units owned by the Sponsor as of the

date hereof.

(r) Publicity. Sponsor

shall not issue any press release or otherwise make any public statements with respect to the Transactions or the transactions contemplated

herein without the prior written approval of the Company and SPAC. Sponsor hereby authorizes the Company and SPAC to publish and disclose

in any announcement or disclosure required by the SEC or any national securities exchange, or in the Registration Statement (including

all documents and schedules filed with the SEC in connection with the foregoing), Sponsor’s identity and ownership of the Sponsor

Shares and SPAC Units and the nature of Sponsor’s commitments and agreements under this Agreement, the Business Combination Agreement

and any other Ancillary Documents.

[Signature

Page Follows]

B-7

IN WITNESS WHEREOF,

the parties hereto have executed this Sponsor Support Agreement as of the date first written above.

SPAC:

APERTURE AC

By:

/s/ Calvin Kung

Name:

Calvin Kung

Title:

Chief Executive Officer

Sponsor:

Aperture SPONSOR LLC

By:

/s/ Calvin Kung

Name:

Calvin Kung

Title:

Managing Member

The Company:

Atlantic HPC Group Inc.

By:

/s/ Jacqueline Jiang

Name:

Jacqueline Jiang

Title:

Chief Executive Officer

B-8

Exhibit

Form

of Lock-Up Agreement

Attached

C-1

EX-10.3 — FORM OF LOCK-UP AGREEMENT, DATED AS OF SEPTEMBER 10, 2026, BY AND AMONG APERTURE AC, APERTURE SPONSOR LLC AND THE HOLDERS PARTY THERETO.

EX-10.3

Filename: ea030534901ex10-3.htm · Sequence: 5

Exhibit 10.3

FORM OF LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this

“Agreement”) is made and entered into as of September 10, 2026 by and among (i) Aperture AC, a Cayman Islands

exempted company (together with its successors, including after giving effect to the Domestication (as defined below), “SPAC”),

(ii) Aperture Sponsor LLC, a Delaware limited liability company in the capacity under the Merger Agreement (as defined below) as SPAC

Representative thereunder (including any successor SPAC Representative appointed in accordance therewith, the “SPAC Representative”),

and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have

the meaning ascribed to such term in the Merger Agreement.

WHEREAS, on or about

the date hereof, (i) SPAC, (ii) Atlantic HPC Group Inc (the “Company”), (iii) AP Ocean Merger Sub, Inc., a Delaware

corporation and a wholly-owned subsidiary of SPAC (“Merger Sub” ), (iv) SPAC Representative and (v) AHPC Holding

LLC, in the capacity as the Seller Representative, entered into that certain Business Combination Agreement (as may be amended, modified,

supplemented and/or restated from time to time in accordance with the terms thereof, the “Merger Agreement”);

WHEREAS, pursuant to

the Merger Agreement, upon consummation of the transactions contemplated by the Merger Agreement (the “Transactions”),

among other matters, (a) SPAC will continue out of the Cayman Islands and become domesticated as a corporation in the state of Delaware

(the “Domestication”), and (b) Merger Sub will merge with and into the Company (the “Merger”),

with the Company surviving such merger as a wholly-owned subsidiary of SPAC and as a result of which all of the issued and outstanding

capital stock of the Company as of immediately prior to the effective time of the Merger shall no longer be outstanding and shall automatically

be cancelled and shall cease to exist, in exchange for the right for each Company Stockholder to receive shares of SPAC Common Stock,

all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable law;

WHEREAS, as of the

date hereof, Holder is a holder of Company Securities in such amounts and classes or series as set forth underneath Holder’s name

on the signature page hereto; and

WHEREAS, pursuant to

the Merger Agreement, and in view of the valuable consideration to be received by Holder thereunder, the parties desire to enter into

this Agreement, pursuant to which 70% of all of the shares of SPAC Common Stock to be received by Holder as Merger Consideration in the

Transactions (together with any securities paid as dividends or distributions with respect to such securities or into which such securities

are exchanged or converted, collectively, the “Restricted Securities”), shall become subject to the restrictions

set forth herein.

C-1

NOW, THEREFORE,

in consideration of the foregoing premises, 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 Closing and ending on the

earliest of (x) the six (6) months after the date of the Closing, (y) the date on which the closing price of SPAC Common Stock equals

or exceeds $15.00 per share (as equitably adjusted for share subdivisions, share consolidations, share capitalizations, stock splits,

stock dividends, reorganizations and recapitalizations and the like) for any twenty (20) Trading Days within any thirty (30) Trading Day

period after the Closing, and (z) the date after the Closing on which SPAC completes a liquidation, merger, stock exchange, reorganization

or other similar transaction that results in all of SPAC’s stockholders having the right to exchange their equity holdings in SPAC

for cash, securities or other property: (A) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase

or otherwise dispose of or enter into any agreement to dispose of, directly or indirectly, 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, and the rules and regulations

of the SEC promulgated thereunder with any respect to, 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 announce

any intention to do any of the foregoing, (any of the foregoing described in clauses (A), (B) and (C), a “Prohibited Transfer”).

The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or

intestate succession upon the death of Holder, (II) to any Permitted Transferee (as defined below) or (III) pursuant to a court order

or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union, (IV) to SPAC,

(V) in connection with a bona fide third-party tender offer, merger, consolidation, stock exchange or other similar transaction made to

or involving all holders of SPAC Common Stock and approved by the board of directors of SPAC, in each case resulting in a change of control

of SPAC (provided that if such transaction is not completed, the Restricted Securities shall remain subject to the restrictions set forth

in this Agreement), (VI) the entry into a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act, so long as no sale

or other transfer of Restricted Securities is effected under such plan during the Lock-Up Period, or (VII) to SPAC to satisfy tax withholding

obligations in connection with the vesting, exercise or settlement of any equity award; provided, however, that in any of cases (I), (II)

or (III) it shall be a condition to such transfer that the transferee executes and delivers to SPAC 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: (i) 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), (ii) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (iii)

if Holder is a trust, the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if Holder is an entity,

as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder and (v) any affiliate

(as defined in Rule 405 under the Securities Act of 1933, as amended), general partner, managing member, manager or investment adviserof

Holder. Holder further agrees to execute such agreements as may be reasonably requested by SPAC 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 SPAC 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, SPAC may impose stop-transfer instructions with respect to the

Restricted Securities of Holder (and Permitted Transferees and assigns thereof) until the end of the Lock-Up Period.

C-2

the Lock-Up Period, each certificate (or book entry statement) 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 SEPTEMBER 10, 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 SPAC during the Lock-Up Period, including the right

to vote any Restricted Securities, subject to the terms of the Merger Agreement.

2. Miscellaneous.

(a) Termination

of Merger Agreement. 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 Merger Agreement 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, except as expressly permitted by Section 1(a), be transferred or delegated by Holder at any time without the prior written consent

of SPAC and SPAC Representative. SPAC 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 (but

from and after the Closing Date, the consent of SPAC Representative shall be required). If SPAC Representative is replaced in accordance

with the terms of the Merger Agreement, the replacement SPAC Representative shall automatically become a party to this Agreement as if

it were the original SPAC Representative hereunder.

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 or entity that is not

a party hereto or thereto or a successor or permitted assign of such a party.