Form 8-K

8-K — APEX Tech Acquisition Inc.

Accession: 0001493152-26-047836

Filed: 2026-10-21

Period: 2026-10-20

CIK: 0002085485

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-2.1 (ex2-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

EX-99.1 (ex99-1.htm)

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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): October 20, 2026

APEX

TECH ACQUISITION INC.

(Exact

name of registrant as specified in its charter)

Cayman

Islands

001-43164

N/A00-0000000

(State

or other jurisdiction of

incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

13501

Katy Freeway

Houston,

Texas 77079

(Address

of principal executive offices) (Zip Code)

Registrant’s

telephone number, including area code: (840) 244-9122

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 (see General Instruction A.2. below):

☒

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))

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 ☒

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. ☐

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Units,

each consisting of one ordinary share, $0.0001 par value, and one right to receive one-fourth (1/4) of one ordinary share

TRADU

New

York Stock Exchange

Ordinary

shares, par value $0.0001 per share

TRAD

New

York Stock Exchange

Rights,

each entitling the holder to receive one-fourth (1/4) of one ordinary share

TRADR

New

York Stock Exchange

Item

1.01 Entry into a Material Definitive Agreement

Agreement

and Plan of Merger

This

section describes the material provisions of the Merger Agreement (as defined below) but does not purport to describe all of the terms

thereof. The following summary is qualified in its entirety by reference to the complete text of the agreements, the copies or forms

of which are attached hereto as Exhibit 2.1, 10.1, 10.2, 10.3, and 10.4 to this Current Report on Form 8-K (this “Report”).

APEX Tech Acquisition Inc. (“APEX”) shareholders and other interested parties are urged to read such agreement in its entirety.

Unless otherwise defined herein, the capitalized terms used in this Report are defined in the Merger Agreement.

General

Description of the Merger Agreement

October 20, 2026, APEX Tech Acquisition Inc., a Cayman Islands exempted corporation, entered into an Agreement and Plan of Merger (the

“Merger Agreement”) with APEX Tech Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of APEX (“Merger

Sub”), APEX INNOVATION ACQUISITION CORP, a Delaware corporation (“Sponsor”), solely in the capacity as the representative

from and after the effective time of the Merger (as defined below) (the “Effective Time”) for the shareholders of APEX (other

than the Company Stockholders, (as defined below) (the “Purchaser Representative”), Korai Flix, Inc., a Delaware corporation

(“Korai” or the “Company”), and Hongdae Lee, solely in his capacity as the representative from and after the

Effective Time for Korai’s Stockholders (the “Company Representative”).

Pursuant

to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the Effective Time, APEX will continue out

of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation (“New Korai”)

(the “Conversion”), and (ii) upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”),

Merger Sub will merge with and into Korai (the “Merger” and, together with the other transactions contemplated by the Merger

Agreement, the “Transactions”), with Korai continuing as the surviving corporation (“Surviving Corporation”)

in the Merger and a wholly-owned subsidiary of APEX. In the Merger, (i) all shares of Korai’s Class A common stock (“Korai

Class A Common Stock”) and Class B common stock (“Korai Class B Common Stock”) issued and outstanding immediately prior

to the Effective Time (other than those properly exercising any applicable dissenters rights under Delaware law) will be converted into

the right to receive the Merger Consideration Shares (as defined below), and (ii) the Company Representative will receive 35,000 shares

of New Korai Class A Common Stock (as defined below) (“Bonus Shares”) upon completion of the Merger. In connection with the

Conversion, APEX will file with the Secretary of State of the State of Delaware a certificate of incorporation. At the Closing, APEX

will change its name to “Krflix Group, Inc.” or such other name as parties may agree.

Merger

Consideration

The

aggregate merger consideration to be paid pursuant to the Merger Agreement to the Company Stockholders immediately prior to the Effective

Time is $3,500,000,000 (the “Merger Consideration”). The Merger Consideration to be paid to the Company Stockholders will

be paid solely by delivery of new shares of New Korai common stock (the “Merger Consideration Shares”), with each share of

New Korai common stock valued at $10.00. The Merger Consideration Shares shall be divided into (i) a number of shares of Class A common

stock of New Korai (the “New Korai Class A Common Stock”) equal to product of the number of Merger Consideration Shares multiplied

by a fraction equal to (A) the total number of shares of Korai Class A Common Stock issued and outstanding immediately prior to the Effective

Time divided by (B) the total number of shares of Korai Class A Common Stock and Class B Common Stock (the Korai Class A Common Stock

and Class B Common Stock collectively “Korai Common Stock”) issued and outstanding immediately prior to the Effective Time,

and (ii) a number of shares of Class B common stock of New Korai (the “New Korai Class B Common Stock”) equal to product

of the number of Merger Consideration Shares multiplied by a fraction equal to (A) the total number of shares of Korai Class B Common

Stock issued and outstanding immediately prior to the Effective Time divided by (B) the total number of shares of Korai Common Stock

issued and outstanding immediately prior to the Effective Time.

Representations

and Warranties

The

Merger Agreement contains a number of representations and warranties by each of APEX, Merger Sub and Korai as of the date of the Merger

Agreement and as of the date of the Closing. Many of the representations and warranties are qualified by materiality or Material Adverse

Effect. “Material Adverse Effect” as used in the Merger Agreement 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 on the business, assets, liabilities, results of operations, prospects or condition (financial or otherwise) of such person

or entity and its subsidiaries, taken as a whole, or the ability of such person or entity or any of its subsidiaries on a timely basis

to consummate the transactions contemplated by the Merger Agreement or the ancillary documents to which it is a party or bound or to

perform its obligations thereunder, in each case subject to certain customary exceptions. Certain of the representations are subject

to specified exceptions and qualifications contained in the Merger Agreement or in information provided pursuant to certain disclosure

schedules to the Merger Agreement. The representations and warranties made by APEX and Korai are customary for transactions similar to

the Transactions.

Survival

The

representations and warranties of the parties contained in the Merger 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 Merger

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 agreed in the Merger Agreement to use its commercially reasonable efforts to effect the Closing. The Merger Agreement also contains

certain customary covenants by each of the parties during the period between the signing of the Merger Agreement and the earlier of the

Closing or the termination of the Merger Agreement in accordance with its terms (the “Interim Period”), including but not

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

ordinary course of business; (3) provision of financial statements by Korai; (4) APEX’s public filings; (5) no insider trading;

(6) notifications of certain breaches, consent requirements or other matters; (7) efforts to consummate the Closing and obtain third

party and regulatory approvals; (8) tax matters; (9) further assurances; (10) registration statement and public announcements and (11)

confidentiality. Each party also agreed during the Interim Period not to solicit or enter into any inquiry, proposal or offer, or any

indication of interest in making an offer or proposal for an alternative competing transactions, to notify the others as promptly as

practicable in writing of the receipt of any inquiries, proposals or offers, requests for information or requests relating to an alternative

competing transaction or any requests for non-public information relating to such transaction, and to keep the others informed of the

status of any such inquiries, proposals, offers or requests for information. There are also certain customary post-Closing covenants

regarding (1) directors and officers; (2) indemnification of directors and officers; and (3) use of trust account proceeds.

The

Merger Agreement and the consummation of the Transactions contemplated thereby require the approval of both APEX shareholders and Company

Stockholders. APEX agreed, as promptly as practicable after the date of the Merger Agreement, to prepare, with reasonable assistance

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

amended or supplemented from time to time, the “Registration Statement”) in connection with the registration under the Securities

Act of 1933, as amended (the “Securities Act”) of the issuance of the shares of New Korai Common Stock to be issued to the

Company Stockholders as Merger Consideration Shares and the registration of the New Korai Class A Common Stock, and containing a proxy

statement/prospectus for the purpose of APEX soliciting proxies from the shareholders of APEX to approve the Merger Agreement, the transactions

contemplated thereby and related matters (the “APEX Shareholder Approval”) at an extraordinary general meeting of APEX’s

shareholders (the “APEX Special Meeting”) and providing such shareholders an opportunity to participate in the redemption

by APEX of its public shareholders in connection with APEX’s initial business combination, as required by APEX’s amended

and restated Memorandum and Articles of Association and APEX’s initial public offering prospectus (the “Redemption”).

Korai also agreed in the Merger Agreement to call a meeting of its stockholders, use its reasonable best efforts to solicit from Company

Stockholders proxies in favor of the Merger Agreement, the Transactions and certain related matters (the “Korai Stockholder Approval”),

and to take all other actions necessary or advisable to secure such approvals, including enforcing the Voting Agreement (as described

below).

The

parties also agreed to take all necessary action, so that effective at the Closing, the board of directors of New Korai (the “Post-Closing

Board”) will consist of five individuals. One of the members of the Post-Closing Board will be an individual designated by APEX

prior to the Closing and four of the members of the Post-Closing Board will be designated by Korai prior to the Closing, at least two

of whom will be required to qualify as independent under NYSE rules. At or prior to Closing, APEX will provide each of its director designees

with a customary director indemnification agreement, in form and substance reasonably acceptable to such director.

The

parties agreed that APEX shall have until 5:00 p.m. on December 19, 2026, to conduct additional legal due diligence and review of the

Company’s disclosure schedules (“Company Disclosure Schedules”) and other information on Korai and its direct and indirect

subsidiaries to determine whether its due diligence findings or any disclosure on the Company Disclosure Schedules is reasonably likely

to have a material negative impact on the business of the Surviving Corporation, as determined by APEX in its sole discretion.

Closing

Conditions

The

obligations of the parties to complete the Closing are subject to various conditions, including the following mutual conditions of the

parties unless waived:

● receipt

of the APEX Shareholder Approval;

● receipt of the Korai Stockholder

Approval;

● expiration of any applicable

waiting period under any antitrust laws;

● receipt of requisite consents

from governmental authorities to consummate the Transactions;

● receipt of specified requisite

consents from other third parties to consummate the Transactions;

● the absence of any law or order

that would prohibit the consummation of the Merger or other transactions contemplated by the Merger Agreement;

● upon the Closing, after giving

effect to the completion of the Redemption, APEX shall have net tangible assets of at least $5,000,001;

● the absence of any pending claim,

demand, action, litigation complaint, or other proceeding by or before a governmental authority seeking to enjoin the

consummation of the Merger and the other Transactions;

● the Conversion having been consummated;

● the members of the Post-Closing

Board shall have been elected or appointed as of the Closing;

● the effectiveness of the Registration

Statement; and

● the shares of New Korai Class

A Common Stock to be issued as Merger Consideration shall have been approved for listing on the NYSE.

Unless

waived by APEX, the obligations of APEX and Merger Sub to consummate the Merger are subject to the satisfaction of the following additional

conditions, in addition to customary certificates and other closing deliverables:

● the representations

and warranties of Korai being true and correct as of the date of the Merger Agreement and as of

the Closing (subject to Material Adverse Effect);

● Korai having performed in all

material respects its obligations and complied in all material respects with its covenants and agreements under the Merger

Agreement required to be performed or complied with on or prior to the date of the Closing;

● absence of any Material Adverse

Effect with respect to Korai and its subsidiaries, taken as a whole, since the date of the Merger Agreement which is

continuing and uncured;

● the consolidated net asset of

the Korai and subsidiaries for the calendar quarter immediately prior to the Closing shall be no less than US$100,000,000,

and the number of registered users on the platform operated by the Korai and subsidiaries shall be no less than 20,000,000;

● APEX having received a Lock-Up

Agreement for each Significant Stockholder, duly executed by such Significant Stockholder, and each Lock-Up Agreement

shall be in full force and effect as of the Closing, and

● APEX having received a fairness

opinion from King Kee Appraisal and Advisory Limited indicating that the Transactions are fair, from a financial point

of view, to APEX shareholders.

Unless

waived by Korai, the obligations of Korai to consummate the Merger are subject to the satisfaction of the following additional conditions:

● the representations

and warranties of APEX being true and correct as of the date of the Merger Agreement and as of

the Closing (subject to Material Adverse Effect);

● APEX having

performed in all material respects its obligations and complied in all material respects with its

covenants and agreements under the Merger Agreement required to be performed or complied with on

or prior to the date of the Closing; and

● absence of any Material Adverse

Effect with respect to APEX since the date of the Merger Agreement which is continuing and uncured.

Termination

The

Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including:

● by

mutual written consent of APEX and Korai;

● by

either APEX or Korai if any of the conditions to Closing have not been satisfied or waived by

October 19, 2027 (the “Outside Date”), provided that APEX shall have the right to

extend the Outside Date if it obtains an extension of the deadline by which it must complete

its business combination (an “Extension”) for an additional period the shortest

of (i) three months and (ii) the period ending on the last day for APEX to consummate a business

combination after such Extension;

● by

either APEX or Korai 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 the Merger Agreement, and such order or other action has become

final and non-appealable;

● by

either APEX or Korai of the other party’s uncured breach (subject to certain materiality

qualifiers);

● by

either APEX or Korai if the APEX Special Meeting is held and the APEX Shareholder Approval is

not received;

● by

either APEX or Korai if a special meeting of Company Stockholders is held and the Korai Stockholder

Approval is not received; and

● by

written notice by the APEX to the Korai, at any time prior to the expiration of the Due Diligence

Period.

the Merger Agreement is terminated, all further obligations of the parties under the Merger Agreement will terminate and will be of no

further force and effect (except that certain obligations related to public announcements, confidentiality, fees and expenses, termination,

waiver of claims against the trust, and certain general provisions will continue in effect), and no party will have any further liability

to any other party thereto except for liability for any fraud claims or willful and intentional breach of the Merger Agreement prior

to such termination.

Trust

Account Waiver

Korai

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

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

claim against the trust account (including any distributions therefrom).

Governing

Law

The

Merger Agreement is governed by Delaware law and the parties are subject to exclusive jurisdiction of federal and state courts located

in New York, State of New York (and any appellate courts thereof).

The

foregoing description of the Merger Agreement and the Transactions does not purport to be complete and is qualified in its entirety by

the terms and conditions of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

The

Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of

such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes

of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in

connection with negotiating such agreement. The Merger Agreement has been filed to provide investors with information regarding its terms.

It is not intended to provide any other factual information about APEX, Korai or any other party to the Merger Agreement. In particular,

the representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes of such

agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations

agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual

risk between the parties to the Merger Agreement instead of establishing these matters as facts) and may be subject to standards of materiality

applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors

should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the

actual state of facts or condition of any party to the Merger Agreement. In addition, the representations, warranties, covenants and

agreements and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning

the subject matter of the representations and warranties and other terms may change after the date of the Merger Agreement, which subsequent

information may or may not be fully reflected in APEX’s public disclosures.

Agreements

Voting

Agreement

connection with the execution of the Merger Agreement, on October 20, 2026, certain holders of Korai Common Stock immediately prior to

the Effective Time (each, a “Significant Stockholder”) entered into a voting agreement(each a “Voting Agreement”)

with Korai, APEX and Meger Sub. Under the Voting Agreement, Significant Stockholders agreed, among other things, to vote all of their

shares of Korai Common Stock in favor of adopting and approving the Merger Agreement and the Transactions and the other matters submitted

to Company Stockholders for their approval. The Voting Agreement restricts Company Stockholders from transfers of the Korai Common Stock

held by such stockholder between the date of the Voting Agreement and the date of Closing, except for certain permitted transfers where

the recipient also agrees to comply with the Voting Agreement.

Lock-Up

Agreement

connection with the execution of the Merger Agreement, each Significant Stockholder will enter into a Lock-Up Agreement with APEX and

the Sponsor (each, a “Lock-Up Agreement”), effective as of the Closing. Pursuant to the Lock-Up Agreement, each Significant

Stockholder shall agree not to with respect to (i) the Merger Consideration Shares, during the period commencing from the Closing and

a date that is six (6) months immediately after the Closing Date; and (ii) the Bonus Shares during the period commencing from the Closing

and a date that is twelve (12) months immediately after the Closing Date (the periods specified in (i) and (ii), the “Lock-Up Period”)

to (A) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase

any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly,

any restricted securities, (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic

consequences of ownership of the restricted securities, (C) publicly announce any intention to effect any transaction specified in clause

(A) or (B). Provided, however, that the Lock-Up Period shall expire on such earlier date on which APEX completes a liquidation, merger,

capital stock exchange, reorganization or other similar transaction that results in all of the APEX’s shareholders having the right

to exchange their APEX Common Stock or other equity securities of APEX for cash, securities or other property, and following which the

stockholders of the APEX immediately prior to such transaction cease to hold a majority of the voting power of APEX or the surviving

or successor entity.

Sponsor

Support Agreement

Concurrently

with execution of the Merger Agreement, on October 20, 2026, APEX and Korai entered into a sponsor support agreement with the Sponsor

(the “Sponsor Support Agreement”). Under the Sponsor Support Agreement, the Sponsor agreed (i) to vote all Subject Shares

(as defined in the Sponsor Support Agreement) in favor of the Merger Agreement and the Transactions, and each of the proposals in connection

with the consummation of the Merger and the Transactions, and (ii) to vote its Subject Shares against any alternative transactions. The

Sponsor Support Agreement restricts the Sponsor from transferring all Subject Shares prior to the earliest of: (a) the termination of

the Merger Agreement, (b) the Effective Time, and (c) mutual agreement of parties.

Amended

and Restated Registration Rights Agreement

Pursuant

to APEX’s initial public offering, the Sponsor is entitled to registration rights pursuant to a registration rights agreement.

In general, the Sponsor is entitled to make up to two demands that APEX register such securities. The Sponsor can elect to exercise these

registration rights at any time commencing three months prior to the end of its original lock-up period. The Sponsor can also elect to

exercise these registration rights at any time after APEX consummates a business combination. In addition, the Sponsor has certain “piggy-back”

registration rights with respect to registration statements filed subsequent to APEX consummation of a business combination.

connection with the Merger Agreement, the Sponsor and certain of the Company Stockholders who are expected to be affiliates of Korai

immediately after the Closing will enter into an Amended and Restated Registration Rights Agreement pursuant to which such APEX and Company

Stockholders will be granted certain registration rights with respect to their shares of APEX Class A common stock received as Merger

Consideration or in connection with the Conversion, on the terms and subject to the conditions set forth in the Registration Rights Agreement.

In general, the Sponsor and certain of the Company Stockholders will be entitled to one demand registration statement and unlimited “piggy-back”

registration rights. APEX will bear the expenses incurred in connection with the filing of any such registration statements

The

foregoing descriptions of the Voting Agreement, the Lock-up Agreement, Sponsor Support Agreement and Amended and Restated Registration

Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of the form of

Voting Agreement, the form of Lock-up Agreement, the form of Sponsor Support Agreement and the form of Amended and Restated Registration

Rights Agreement, copies of which are filed hereto as Exhibit 10.1, 10.2, 10.3, and 10.4 respectively to this Form 8-K.

Item

7.01 Regulation FD Disclosure

October 20, 2026, APEX and Korai issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release

is furnished as Exhibit 99.1 to this report and incorporated by reference into this Item 7.01.

The

information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of

Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not

be incorporated by reference into any filing of APEX under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly

set forth by specific reference in such filing.

Additional

Information and Where to Find It

APEX

intends to file with the SEC a registration statement on Form S-4 (as may be amended from time to time, the “Registration Statement”),

which will include a preliminary proxy statement and a prospectus of APEX, and certain related documents, in connection with a meeting

of stockholders to approve the Meger Agreement and related matters. The definitive proxy statement and other relevant documents will

be mailed to APEX shareholders as of a record date to be established for voting on the Merger Agreement. APEX securityholders and other

interested persons are urged to read, when available, the Registration Statement, preliminary proxy statement/prospectus, and any amendments

thereto, and all other relevant documents filed or that will be filed with the SEC in connection with the proposed merger and related

Transactions as they become available, because they contain important information about APEX, Korai, and the Business Combination. Investors,

securityholders and other interested persons will also be able to obtain copies of the Registration Statement, the proxy statement/prospectus

and all other relevant documents filed or that will be filed with the SEC by APEX, once such documents are filed, free of charge, on

the SEC’s website at www.sec.gov or by directing a request to: APEX Tech Acquisition Inc., 13501 Katy Freeway, Houston, Texas 77079,

Attention: Florence Ng.

Forward-Looking

Statements

This

Current Report on Form 8-K contains forward-looking statements for purposes of the “safe harbor” provisions under the United

States Private Securities Litigation Reform Act of 1995. Terms such as “anticipate,” “believe,” “continue,”

“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”

“possible,” “potential,” “predicts,” “project,” “should,” “would”

as well as similar terms, are forward-looking in nature. The forward-looking statements contained in this discussion are based on the

Korai’s current expectations and beliefs concerning future developments and their potential effects. There can be no assurance

that future developments affecting Korai will be those that it has anticipated. These forward-looking statements involve a number of

risks, uncertainties (some of which are beyond the Korai’s control) or other assumptions that may cause actual results or performance

to be materially different from those expressed or implied by these forward-looking statements. Factors that may cause actual results

to differ materially from current expectations include, but are not limited to: the occurrence of any event, change or other circumstances

that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination;

the outcome of any legal proceedings that may be instituted against APEX, Korai, the combined company or others following the announcement

of the Business Combination; the inability to complete the Business Combination due to the failure to obtain approval of the shareholders

of APEX, the possibility that due diligence completed following execution of the principal definitive transactions will not be satisfactorily

concluded, or to satisfy other conditions to closing; changes to the proposed structure of the Business Combination that may be required

or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination;

the ability to meet stock exchange listing standards following the consummation of the Business Combination; the risk that the Business

Combination disrupts current plans and operations of Korai as a result of the announcement and consummation of the Business Combination;

the ability to recognize the anticipated benefits of the Business Combination or to realize estimated pro forma results and underlying

assumptions, including with respect to estimated shareholder redemptions; costs related to the Business Combination; changes in applicable

laws or regulations; the evolution of the markets in which Korai competes; the inability of Korai to defend its intellectual property

and satisfy regulatory requirements; the ability to implement business plans, forecasts, and other expectations after the completion

of the proposed Business Combination, and identify and realize additional opportunities; the risk of downturns and a changing regulatory

landscape in the highly competitive pharmaceutical industry; and other risks and uncertainties set forth in the section entitled “Risk

Factors” and “Cautionary Note Regarding Forward-Looking Statements” in APEX’s final prospectus dated February

25, 2026, risks and uncertainties indicated in the Registration Statement and the definitive proxy statement to be delivered to APEX’s

shareholders, including those set forth under “Risk Factors” therein, and other documents filed or to be filed with the SEC

by APEX.

Should

one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking

statements. Neither APEX nor Korai is undertaking any obligation to provide any additional information or to update or revise any forward-looking

statements whether as a result of new information, future events or otherwise except as required by law or applicable regulation. You

should not take any statement regarding past trends, activities or performance as a representation that the trends, activities or performance

will continue in the future. Accordingly, you should not put undue reliance on these statements.

Solicitation

Participants

APEX

and Korai, and certain of their respective directors and officer, under SEC rules, may be deemed to be participants in the eventual solicitation

of proxies of APEX’s shareholders in connection with the proposed Business Combination. Prospective investors and securityholders

may obtain more detailed information regarding the names and interest in the proposed transaction of such individuals in APEX’s

filings with the SEC, and such information will also be contained in the proxy statement/prospectus when available. You may obtain free

copies of these documents from the sources indicated above.

Offer or Solicitation

This

Current Report on Form 8-K does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities

or in respect of the proposed Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to

buy any security of APEX, Korai or any of their respective affiliates. There shall not be any sale of any securities in any state or

jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the laws of such

other jurisdiction. No offering of securities shall be made except by means of prospectus meeting the requirements of Section 10 of the

Securities Act of 1933, as amended, or an exemption therefrom.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits.

Exhibit No.

Description

2.1*

Agreement and Plan of Merger Agreement

10.1

Form

of Voting

Agreement

10.2

Form of Lock-Up Agreement

10.3

Form

of Sponsor

Support Agreement

10.4

Form of Amended and Restated Registration Rights Agreement

99.1

Press Release

104

Cover

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

Certain schedules and exhibits have been omitted under Item 601(a)(5) of Regulation S-K, and certain confidential information has been

redacted under Item 601(b)(10)(iv). APEX will furnish copies of omitted materials to the SEC on request.

SIGNATURES

Pursuant

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

the undersigned hereunto duly authorized.

APEX

TECH ACQUISITION, INC.

Date:

October 21, 2026

By:

/s/

Florence Ng

Florence

Chief

Executive Officer

EX-2.1

Filename: ex2-1.htm · Sequence: 2

Exhibit

2.1

AGREEMENT AND PLAN OF MERGER

and among

APEX

TECH ACQUISITION INC.,

the Purchaser,

APEX

TECH MERGER SUB INC,

Merger Sub,

APEX

INNOVATION ACQUISITION CORP.

the capacity as the Purchaser Representative,

Hongdae

Lee,

the capacity as the Company Representative,

and

KORAI

FLIX, INC.,

the Company,

Dated

as of October 20, 2026

MERGER

1.1.

Conversion of the Purchaser

1.2.

Merger

1.3.

Transaction Effective Time

1.4.

Effect of the Merger

1.5.

Tax Treatment

1.6.

Certificate of Incorporation and Bylaws of the Surviving Corporation

1.7.

Directors and Officers of the Transaction Surviving Corporation

1.8.

Merger Consideration

1.9.

Effect of Merger on Company Securities

1.10.

Surrender of Company Securities and Payment of Merger Consideration

1.11.

Effect of Transaction on Merger Sub Stock

1.12.

Taking of Necessary Action; Further Action

1.13.

Appraisal and Dissenter’s Rights

II.

CLOSING

2.1.

Closing

III.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER PARTIES

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 Purchaser 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.

Ownership of Stockholder Merger Consideration

3.19.

Purchaser Parties Activities

3.20.

Certain Business Practices

3.21.

Insurance

3.22.

Purchaser Trust Account

3.23 Information

Supplied

3.24.

No Other Representations

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 Property

4.16.

Personal Property

4.17.

Title to and Sufficiency of Assets

4.18.

Employee Matters

4.19.

Benefit Plans

4.20. Environmental Matters

4.21. Transactions with Related Persons

4.22.

Insurance

4.23.

Books and Records

4.24.

Top Customers and Suppliers

4.25

Certain Business Practices

4.26 [Intentionally

Omitted]

4.27

Investment Company Act

4.28.

Finders and Brokers

4.29.

Information Supplied

4.30.

No Other Representations

COVENANTS

5.1.

Access and Information

5.2.

Conduct of Business of the Company

5.3.

Conduct of Business of the Purchaser

5.4. Interim Financials

5.5.

Purchaser 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 Meeting

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 Officers and Directors; Tail Insurance

5.19.

Trust Account Proceeds

5.20. Extension of Business Combination Deadline

5.21.

Due Diligence Period

VII.

CLOSING CONDITIONS

6.1.

Conditions of Each Party’s Obligations

6.2.

Conditions to Obligations of the Company

6.3.

Conditions to Obligations of the Purchaser

6.4. Closing Deliverables

6.5.

Frustration of Conditions

VIII.

TERMINATION AND EXPENSES

7.1.

Termination

7.2.

Effect of Termination

7.3.

Fees and Expenses

IX.

WAIVERS AND RELEASES

8.1.

Waiver of Claims Against Trust

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.

Purchaser Representative

9.14.

Company Representative

9.15.

Non-Survival of Representations, Warranties

DEFINITIONS

10.1.

Certain Definitions

10.2.

Section References

INDEX

OF EXHIBITS

Exhibit

Description

Exhibit A

Form of Voting Agreement

Exhibit B

Form of Sponsor Support Agreement

Exhibit C

Form of Lock-Up Agreement

Exhibit D

Form of Amended and Restated Registration Rights Agreement

iii

AGREEMENT

AND PLAN OF MERGER

This

Agreement and Plan of Merger (this “Agreement”) is made and entered into as of October 20, 2026 by

and among (i) APEX Tech Acquisition Inc., a Cayman Islands exempted company (together with its successors, including after the

Conversion (as defined below), the “Purchaser”), (ii) APEX Tech Merger Sub Inc., a Delaware corporation

and a wholly-owned subsidiary of the Purchaser (“Merger Sub” and, collectively with Purchaser, the “Purchaser

Parties”), (iii) Apex Innovation Acquisition Corp., a Delaware corporation, in the capacity as the representative

from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Security Holders (as

defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions

of this Agreement (the “Purchaser Representative”), (iv) Hongdae Lee, 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 “Company Representative”), and (v) Korai Flix, Inc.,

a Delaware corporation (the “Company”). The Purchaser Parties, the Purchaser Representative, the Company Representative

and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.

RECITALS:

A. The

Company is an indirect holding company for Vane Global Technology Co., Ltd., a Republic of Korea company, which engages in the AI entertainment

business;

B. The

Purchaser 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);

C. Prior

to the consummation of the Merger (as defined below), the Purchaser shall continue out of the Cayman Islands and into the State of Delaware

so as to re-domicile as and become a Delaware corporation (the “Conversion”) pursuant to Cayman Islands Companies

Act (As Revised) (the “Companies Act”) and Section 388 and other applicable provisions of the Delaware General

Corporation Law (as amended, the “DGCL”);

D. The

Parties intend to effect the merger of Merger Sub with and into the Company, with the Company continuing as the surviving entity (the

“Merger”), as a result of which all of the issued and outstanding capital stock of the Company immediately

prior to the Effective Time, 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 its Class A Pro Rata Share (as defined below) of the Class A Merger Consideration

Shares (as defined below) and its Class B Pro Rata Share (as defined below) of the Class B Merger Consideration Shares (as defined below);

E. The

boards of directors of the Company, the Purchaser and Merger Sub have each (i) determined that the Merger (preceded by the Conversion)

is fair, advisable and in the best interests of their respective companies and stockholders, (ii) approved this Agreement and the transactions

contemplated hereby, including the Conversion and the Merger, upon the terms and subject to the conditions set forth herein, and (iii)

determined to recommend to their respective stockholders the approval and adoption of this Agreement and the transactions contemplated

hereby, including the Conversion and the Merger;

F. The

Purchaser has received voting and support agreements in the form attached as Exhibit A hereto (collectively, the “Voting

Agreements”) signed by the Company and the holders of Company Common Stock (as defined herein) sufficient to approve the

Merger and the other transactions contemplated by this Agreement;);

G. As

a condition and inducement to the Company’s willingness to enter into this Agreement, simultaneously with the execution and delivery

of this Agreement, the Sponsor has executed and delivered to the Company the Sponsor Support Agreement in the form attached hereto as

Exhibit B (the “Sponsor Support Agreement”);

H. Simultaneously

with the execution and delivery of this Agreement, the Significant Company Holders have each entered into a Lock-Up Agreement with Purchaser

and the Purchaser Representative, the form of which is attached as Exhibit C hereto (each, a “Lock-Up Agreement”),

which Lock-Up Agreements will become effective as of the Closing;

I. In connection with the consummation of the Merger, certain stockholders of the Company, the

Purchaser, and the other parties listed therein shall enter into an Amended and Restated Registration Rights Agreement (the “Registration

Rights Agreement”) substantially in the form attached hereto as Exhibit D;

J. The

Parties intend that the Merger will qualify as a tax-free “reorganization” within the meaning of Section 368(a) of the Code

(as defined herein); and

K. 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 Conversion

of the Purchaser; Amendment to Purchaser Organizational Documents.

(a) Prior

to the Effective Time, the Purchaser shall continue out of the Cayman Islands and into the State of Delaware so as to re-domicile as

and become a Delaware corporation pursuant to the Companies Act and the applicable provisions of the DGCL (the “Conversion”),

and subject to the receipt of the approval of the shareholders of the Purchaser to the Conversion and its terms, the Purchaser shall

adopt Delaware Organizational Documents in a form to be mutually agreed between Purchaser and the Company (the “Conversion

Organizational Documents”), In connection with the Conversion, all of the issued and outstanding Purchaser Securities shall

remain outstanding and become substantially identical securities of the Purchaser as a Delaware corporation except such Purchaser Securities

will have the right to receive Purchaser’s Class A Common Stock pursuant to the Merger.

(b)

At the Effective Time, Purchaser shall amend and restate its Organizational Documents in a form to be mutually agreed (the “Amended

Purchaser Organizational Documents”), which shall, among other matters, amend the Conversion Organizational Documents

to (i) provide that the name of Purchaser shall be changed to “Krflix Group Inc.” or such other name as the Purchaser and

the Company may agree prior to the Effective Time; (ii) remove and revise certain provisions in the Conversion Organizational Documents

related to Purchaser’s status as a blank check company, (iii) designate a new class of Purchaser Class A Common Stock, which Purchaser

Class A Common Stock will have one (1) vote per share; and (iv) designate a new class of Purchaser Class B Common Stock, which Purchaser

Class B Common Stock will have twenty (20) votes per share on any matter that is submitted to a vote, or for the consent of, the stockholders

of the Purchaser.

1.2 Merger.

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

of the DGCL, 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 Corporation”

(provided, that references to the Company for periods after the Effective Time shall include the Surviving Corporation).

1.3 Effective

Time. Subject to and upon the terms and conditions of this Agreement, 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 in form and substance reasonably acceptable

to the Company and Purchaser (the “Certificate of Merger”) with the Secretary of State of the State of Delaware

in accordance with the applicable provisions of the DGCL on the Closing Date (the time of such filing, or such later time as may be specified

in the Certificate of Merger, being the “Effective Time”).

1.4 Effect

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

and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time,

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

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

of the Surviving Corporation, which shall include the assumption by the Surviving Corporation of any and all agreements, covenants, duties

and obligations of Merger Sub and the Company set forth in this Agreement to be performed after the Effective Time.

1.5 Tax

Treatment. For U.S. federal income tax purposes, each of the Conversion and 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.

1.6 Certificate

of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, the Certificate of Incorporation and Bylaws of Merger

Sub, as in effect immediately prior to the Effective Time, shall become the Certificate of Incorporation and Bylaws of the Surviving

Corporation, except for the name of the Surviving Corporation in such Certificate of Incorporation and Bylaws shall be amended to be

Korai Flix, Inc.

1.7 Directors

and Officers of the Surviving Corporation. At the Effective Time, the board of directors and executive officers of the Surviving

Corporation shall be the board of directors and executive officers of the Company, each to hold office in accordance with the Certificate

of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified

or their earlier death, resignation or removal.

1.8 Merger

Consideration. As consideration for the Merger, the Company Security Holders collectively shall be entitled to receive from the Purchaser,

in the aggregate, a number of Purchaser Common Stock (after giving effect to the Conversion) with an aggregate value equal to three billion,

five hundred million dollars ($3,500,000,000), the “Merger Consideration” or “Stockholder Merger

Consideration”), and such shares the “Merger Consideration Shares”), with each share of Purchaser

Common Stock valued at $10.00. The Merger Consideration Shares shall be divided into (i) a number of shares of Purchaser Class A Common

Stock (the “Class A Merger Consideration Shares”) equal to product of the number of Merger Consideration Shares multiplied

by a fraction equal to (A) the total number of shares of Company Class A Common Stock issued and outstanding immediately prior to the

Effective Time divided by (B) the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective

Time, and (ii) a number of shares of Purchaser Class B Common Stock (the “Class B Merger Consideration Shares”) equal to

product of the number of Merger Consideration Shares multiplied by a fraction equal to (A) the total number of shares of Company Class

B Common Stock issued and outstanding immediately prior to the Effective Time divided by (B) the total number of shares of Company Common

Stock issued and outstanding immediately prior to the Effective Time.

1.9 Effect

of Merger on Company Securities. 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 the Purchaser or Merger Sub:

(a)

Company Stock. Subject to Section 1.9(b) below,

(i)

Each Company Stockholder will receive for its shares of Company Class A Common Stock held immediately prior to the Effective Time (other

than any Dissenting Shares), a number of shares of Purchaser Class A Common Stock equal to its Class A Pro Rata Share of the aggregate

Class A Merger Consideration Shares, without interest, upon delivery of the Transmittal Documents in accordance with Section

1.10; and

(ii)

Each Company Stockholder will receive for its shares of Company Class B Common Stock held immediately prior to the Effective Time (other

than any Dissenting Shares), a number of shares of Purchaser Class B Common Stock equal to its Class B Pro Rata Share of the aggregate

Class B Merger Consideration Shares, without interest, upon delivery of the Transmittal Documents in accordance with Section

1.10.

of the Effective Time, each Company Stockholder shall cease to have any other rights in and to the Company or the Surviving Corporation

(other than the rights set forth in Section 1.13

below).

(b)

Treasury Stock. Notwithstanding Section

1.9(a) above or any other provision of this Agreement to the contrary, at the Effective Time,

if there are any Company Securities that are owned by the Company as treasury shares or any Company Securities owned by any direct or

indirect Subsidiary of the Company immediately prior to the Effective Time, such Company Securities shall be canceled and shall cease

to exist without any conversion thereof or payment therefor.

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

Bonus Shares. At the Effective Time, the Purchaser shall issue to the Company Representative, in addition to such Merger Consideration

as the Company Representative may be entitled to in accordance with Section

1.8 of this Agreement, an aggregate of 35,000 Purchaser Class A Common Stocks, free and clear

of all liens, other than restrictions arising under applicable securities Laws or the Amended Purchaser Organizational Documents, in

exchange of further consideration.

(e) Notwithstanding

anything to the contrary contained herein, no fraction of a share of Purchaser Common Stock will be issued by virtue of the Merger or

the transactions contemplated hereby, and each Person who would otherwise be entitled to a fraction of a share of Purchaser Common Stock

(after aggregating all fractional shares of Purchaser Common Stock that otherwise would be received by such holder) shall instead have

the number of shares of Purchaser Common Stock issued to such Person rounded in the aggregate up to the nearest whole share of Purchaser

Common Stock.

1.10 Surrender

of Company Securities and Disbursement of Merger Consideration.

(a) Prior

to the Effective Time, the Purchaser shall appoint its transfer agent, Continental Stock Transfer & Trust Company, or another agent

reasonably acceptable to the Company (the “Exchange Agent”), for the purpose of exchanging the certificates

representing Company Common Stock (“Company Certificates”). At or prior to the Effective Time, the Purchaser

shall deposit, or cause to be deposited, with the Exchange Agent the Stockholder Merger Consideration. At or prior to the Effective Time,

the Purchaser shall send, or shall cause the Exchange Agent to send, to each Company Stockholder, a letter of transmittal for use in

such exchange, in a form to be mutually agreed between Purchaser and the Company (a “Letter of Transmittal”)

(which shall specify that the delivery of Company Certificates in respect of the Stockholder Merger Consideration shall be effected,

and risk of loss and title shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent (or a Lost Certificate

Affidavit)) for use in such exchange.

(b) Each

Company Stockholder shall be entitled to receive its Pro Rata Share of the Stockholder Merger Consideration in respect of the Company

Common Stock represented by its Company Certificate(s) (excluding any Company Securities described in Sections 1.9(b) or 1.9(c)),

as soon as reasonably practicable after the Effective Time, but subject to the delivery to the Exchange Agent 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 the Exchange Agent or the Purchaser. Until so surrendered, each Company Certificate shall

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

to such Company Certificate.

any portion of the Stockholder 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 Common 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 and, (iii) the recipient of such

portion of the Stockholder Merger Consideration, the Person in whose name such portion of the Stockholder Merger Consideration is delivered

or issued, shall have already executed and delivered, if a Significant Company Holder, counterparts to a Lock-Up Agreement, and such

other Transmittal Documents as are reasonably deemed necessary by the Exchange Agent or the Purchaser and (iv) the Person requesting

such delivery shall pay to the Exchange Agent any transfer or other 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 the Exchange Agent 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 the Exchange Agent, the Company Stockholder may instead deliver to the Exchange Agent an affidavit

of lost certificate and indemnity of loss in form and substance reasonably acceptable to the Purchaser (a “Lost Certificate

Affidavit”), which at the reasonable discretion of the Purchaser 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 the Purchaser or the Surviving Corporation with respect to the shares of Company Common 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 Stock. If, after the Effective Time, Company Certificates

are presented to the Surviving Corporation, the Purchaser or the Exchange Agent, they shall be canceled and exchanged for the applicable

portion of the Stockholder Merger Consideration provided for, and in accordance with the procedures set forth in this Section 1.10.

No dividends or other distributions declared or made after the date of this Agreement with respect to Purchaser 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 the Purchaser 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), if applicable, and provide the other Transmittal Documents. Subject to applicable

Law, following surrender of any such Company Certificates (or delivery of a Lost Certificate Affidavit), if applicable, and delivery

of the other Transmittal Documents, Purchaser shall promptly deliver to the record holders thereof, without interest, the certificates

representing the Purchaser 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 Purchaser 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 portion of the Stockholder Merger Consideration made available

to the Exchange Agent pursuant to Section 1.10(a) that remains unclaimed by Company Stockholders two (2) years after the Effective

Time shall be returned to the Purchaser, upon demand, and any such Company Stockholder who has not exchanged its Company Common Stock

for the applicable portion of the Stockholder Merger Consideration in accordance with this Section 1.10 prior to that time shall

thereafter look only to the Purchaser for payment of the portion of the Stockholder 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 Corporation, the Purchaser or any 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.

1.11 Effect

of Transaction on Merger Sub Stock. 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 the Purchaser or Merger Sub, each share of

Merger Sub Common Stock outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the

Surviving Corporation, with the same rights, powers and privileges as the shares so converted and in aggregate shall constitute the only

outstanding shares of capital stock of the Surviving Corporation.

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

rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub are

fully authorized in the name of their respective corporations or otherwise to take, and will 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. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the

DGCL (a “Dissenting Stockholder”) with respect to its Company Common Stock(such shares, “Dissenting

Shares”) shall be entitled to receive any portion of the Stockholder Merger Consideration with respect to the Dissenting

Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its

appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure

set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall (i)

give the Purchaser and the Purchaser Representative prompt notice of any written demands for appraisal, attempted withdrawals of such

demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s

rights of appraisal and (ii) shall direct all negotiations and proceedings with respect to demand for appraisal under the DGCL, except

that without the prior written consent of the Purchaser Representative (which consent shall not be unreasonably withheld), voluntarily

make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any

such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Stockholder

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 rights to any portion of the Stockholder 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 electronically, through the exchange of documents via electronic

mail or facsimile, on a date and at a time to be agreed upon by Purchaser 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 the Purchaser 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 THE PURCHASER PARTIES

Except

as set forth in (i) the disclosure schedules delivered by the Purchaser to the Company on the date hereof (the “Purchaser

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, each of the Purchaser Parties

represent and warrant to the Company, as of the date hereof and as of the Closing, as follows:

3.1 Organization

and Standing. The Purchaser is a company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands.

Merger Sub is a company duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Each of the

Purchaser Parties has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business

as now being conducted. The Purchaser Parties are each 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. The Purchaser has heretofore made available to the Company accurate and complete copies of each of the Purchaser

Parties’ Organizational Documents, as currently in effect. Neither of the Purchaser Parties is in violation of any provision of

its Organizational Documents in any material respect.

3.2 Authorization;

Binding Agreement. Each of the Purchaser Parties has all requisite corporate power and authority to execute and deliver this Agreement

and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions

contemplated hereby and thereby, subject to obtaining the Required Purchaser Shareholder Approval. Purchaser, as the sole stockholder

of Merger Sub, has authorized, or will authorize immediately after the execution of this Agreement, the execution, delivery and performance

of this Agreement and the Ancillary Documents by and on behalf of Merger Sub and the consummation of the Merger and the other transactions

contemplated by this Agreement. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the

consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors

of each of the Purchaser Parties, and (b) other than the Required Purchaser Shareholder Approval, no other corporate proceedings, other

than as set forth elsewhere in the Agreement, on the part of the Purchaser Parties is 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 Purchaser Parties are a party shall be when delivered, duly and validly

executed and delivered by the Purchaser Parties 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 the Purchaser Parties, enforceable against each of the Purchaser Parties 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 in Schedule 3.3, no Consent of or with any Governmental Authority, on the part of

each of the Purchaser Parties is required to be obtained or made in connection with the execution, delivery or performance by the Purchaser

Parties of this Agreement and each Ancillary Document to which it is a party or the consummation by the Purchaser Parties 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 The New York Stock Exchange (“NYSE”) 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 the Purchaser Parties.

3.4 Non-Contravention.

Except as otherwise described in Schedule 3.4, the execution and delivery by the Purchaser Parties of this Agreement and each

Ancillary Document to which each is a party, the consummation by the Purchaser Parties of the transactions contemplated hereby and thereby,

and compliance by the Purchaser Parties with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision

of each of the Purchaser Parties’ Organizational Documents, (b) 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 each of the Purchaser

Parties or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or

an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal,

suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser Parties 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 the Purchaser Parties 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 Purchaser Material Contract,

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

Adverse Effect on either of the Purchaser Parties.

3.5 Capitalization.

(a) Purchaser

is authorized to issue 600,000,000 Purchaser Ordinary Shares. The issued and outstanding Purchaser Securities as of the date of this

Agreement are set forth on Schedule 3.5(a). All outstanding Purchaser Ordinary Shares are duly authorized, validly issued, fully

paid and non-assessable and are not subject to or issued in violation of any purchase option, right of first refusal, preemptive right,

subscription right or any similar right under any provision of the Companies Act, Purchaser’s Organizational Documents or any Contract

to which Purchaser is a party. None of the outstanding Purchaser Securities has been issued in violation of any applicable securities

Laws.

(b) As

of the date of this Agreement, and immediately prior to the Effective Time, Merger Sub is authorized to issue 1,000 shares of Merger

Sub Common Stock, of which 1,000 shares are issued and outstanding, and all of which are owned by the Purchaser and Merger Sub has no

other authorized, issued or outstanding shares of capital stock. All of the issued and outstanding shares of Merger Sub Common Stock

have been duly authorized and validly issued, and are fully paid and non-assessable. No Person other than Purchaser has any rights with

respect to such equity securities of Merger Sub and no such rights will arise by virtue of or in connection with the Merger and the other

transactions contemplated by this Agreement. Prior to giving effect to the transactions contemplated by this Agreement, other than Merger

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

as set forth in Schedule 3.5(a) or Schedule 3.5(c) 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 Purchaser or Merger Sub or (B) obligating Purchaser or Merger Sub 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

Purchaser or Merger Sub 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 Purchaser or Merger Sub to repurchase, redeem or otherwise acquire any shares of Purchaser or Merger Sub or to provide

funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. Except as set forth in Schedule

3.5(c), there are no shareholders agreements, voting trusts or other agreements or understandings to which Purchaser or Merger Sub

is a party with respect to the voting of any shares of Purchaser or Merger Sub.

(d) All

Indebtedness of Purchaser and Merger Sub as of the date of this Agreement is disclosed on Schedule 3.5(d). No Indebtedness of

Purchaser or Merger Sub contains any restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness

by Purchaser or Merger Sub or (iii) the ability of Purchaser or Merger Sub to grant any Lien on its properties or assets.

(e) Since

the date of formation of Purchaser and Merger Sub, and except as contemplated by this Agreement, neither Purchaser nor Merger Sub has

declared or paid any distribution or dividend in respect of its shares and has not repurchased, redeemed or otherwise acquired any of

its shares, and each of its board of directors has not authorized any of the foregoing.

3.6 SEC

Filings and Purchaser Financials.

(a) The

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

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

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

filed subsequent to the date of this Agreement. Except to the extent available on the SEC’s web site through EDGAR, the Purchaser

has delivered to the Company copies in the form filed with the SEC of all of the following: (i) the Purchaser’s quarterly reports

on Form 10-Q for each fiscal quarter that the Purchaser filed such reports to disclose its quarterly financial results, (ii) all other

forms, reports, registration statements, prospectuses and other documents (other than preliminary materials) filed by the Purchaser with

the SEC (the forms, reports, registration statements, prospectuses and other documents referred to in clauses (i), and (ii) above, whether

or not available through EDGAR, are, collectively, the “SEC Reports”). 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 used in this Section 3.6, the term “file” shall be broadly construed to include any manner permitted by SEC rules

and regulations in which a document or information is furnished, supplied or otherwise made available to the SEC. As of the date of this

Agreement, (A) the Purchaser Ordinary Shares and the Purchaser Rights are listed on NYSE, (B) the Purchaser has not received any written

deficiency notice from NYSE relating to the continued listing requirements of such Purchaser Securities, (C) there are no Actions pending

or, to the Knowledge of the Purchaser, threatened against the Purchaser by the Financial Industry Regulatory Authority with respect to

any intention by such entity to suspend, prohibit or terminate the quoting of such Purchaser Securities on NYSE and (D) such Purchaser

Securities are in compliance with all of the applicable corporate governance rules of NYSE.

(b) The

financial statements contained in the SEC Reports (the “Purchaser Financials”), fairly present in all material

respects the financial position and the results of operations, changes in shareholders’ equity, and cash flows of the Purchaser

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

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

be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements

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

to the extent reflected or reserved against in the Purchaser Financials, the Purchaser has not incurred any Liabilities or obligations

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

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

that have been incurred since the Purchaser’s formation in the ordinary course of business.

(d) Purchaser

has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure

controls and procedures are designed to ensure that material information relating to Purchaser is made known to Purchaser’s principal

executive officer and its principal financial and accounting officer, particularly during the periods in which the periodic reports required

under the Exchange Act are being prepared. Such disclosure controls and procedures are effective in timely alerting Purchaser’s

principal executive officer and principal financial and accounting officer to material information required to be included in Purchaser’s

periodic reports required under the Exchange Act.

(e) Purchaser

has established and maintained a system of internal controls sufficient to provide reasonable assurance regarding the reliability of

Purchaser’s financial reporting and the preparation of the Purchaser’s financial statements for external purposes in accordance

with GAAP.

(f)

Purchaser has prior to the date hereof furnished to the Company complete and correct copies of all material amendments and modifications

that have not been filed by Purchaser with the SEC to all agreements, documents and other instruments that previously had been filed

by Purchaser with the SEC and are currently in effect.

3.7 Absence

of Certain Changes. As of the date of this Agreement, except as set forth in Schedule 3.7, the Purchaser 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, (b) since May 31, 2026, not been subject

to a Material Adverse Effect on the Purchaser, and (c) since May 31, 2026 not taken any action or committed or agreed to take any action

that would be prohibited by Section 5.3.

3.8 Compliance

with Laws. Each of the Purchaser Parties 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 it,

and neither of the Purchaser Parties has received written notice alleging any violation of applicable Law in any material respect by

either of the Purchaser Parties.

3.9 Actions;

Orders; Permits. There is no pending or, to the Knowledge of the Purchaser, threatened material Action to which the Purchaser is

subject which would reasonably be expected to have a Material Adverse Effect on the Purchaser. There is no material Action that the Purchaser

has pending against any other Person. The Purchaser is not subject to any material Orders of any Governmental Authority, nor are any

such Orders pending. The Purchaser 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 the

Purchaser.

3.10 Taxes

and Returns.

(a) Each

of the Purchaser Parties has timely filed, or will cause to be timely filed, all material Tax Returns required to be filed by it, which

such 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 the

Purchaser Financials have been established in accordance with GAAP. Schedule 3.10(a) sets forth each jurisdiction where the Purchaser

Parties file or are required to file a Tax Return. Each of the Purchaser Parties has complied in all material respect with all applicable

Laws relating to Taxes. There are no audits, examinations, investigations or other proceedings pending against the Purchaser Parties

in respect of any Tax, and neither of the Purchaser Parties 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 Purchaser 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 the Purchaser Parties’

assets, other than Permitted Liens. Neither of the Purchaser Parties has any outstanding waivers or extensions of any applicable statute

of limitations to assess any material amount of Taxes. There are no outstanding requests by the Purchaser Parties for any extension of

time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return.

(b) Since

the date of its formation, neither of the Purchaser Parties has (i) changed any Tax accounting methods, policies or procedures except

as required by a change in Law, (ii) made, revoked, or amended any material Tax election, (iii) filed any amended Tax Returns or claim

for refund or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax Liability or refund.

is no Action currently pending or threatened against either of the Purchaser Parties by a Governmental Authority in a jurisdiction where

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

Returns in such jurisdiction.

(d)

Each of the Purchaser Parties has collected or withheld all Taxes currently required to be collected or withheld by it, and all such

Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due.

(e) Neither

of the Purchaser Parties has participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as

defined in Treasury regulation section 1.6011-4.

(f) Neither

of the Purchaser Parties has any Liability for the Taxes of another Person (i) under any applicable Tax Law, (ii) as a transferee or

successor, or (iii) by contract, indemnity or otherwise (excluding commercial agreements entered into in the ordinary course of business

the primary purpose of which was not the sharing of Taxes). Neither of the Purchaser Parties is a party to or bound by any Tax indemnity

agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements

entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes) with respect to Taxes (including

advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding

on it with respect to any period following the Closing.

(g)

Neither of the Purchaser Parties 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.

(h)

Neither of the Purchaser Parties is aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying

as a transaction described in Section 368 of the Code.

3.11 Employees

and Employee Benefit Plans. Except as disclosed in the SEC Reports, neither of the Purchaser Parties (a) have any paid employees

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

3.12 Properties.

Neither of the Purchaser Parties own, license or otherwise have any right, title or interest in any material Intellectual Property. The

Purchaser Parties do 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 the Purchaser

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

than $75,000, (ii) may not be cancelled by the Purchaser on less than sixty (60) days’ prior notice without payment of a material

penalty or termination fee or (iii) prohibits, prevents, restricts or impairs in any material respect any business practice of the Purchaser

as its business is currently conducted, any acquisition of material property by the Purchaser, or restricts in any material respect the

ability of the Purchaser to engage in business as currently conducted by it or compete with any other Person (each, a “Purchaser

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

exhibits to the SEC Reports.

(b) With

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

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

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

and (iv) to the Knowledge of the Purchaser, no other party to any Purchaser 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 the Purchaser under any Purchaser 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 the Purchaser

and any (a) present or former director, officer or employee or Affiliate of the Purchaser, or any immediate family member of any of the

foregoing, or (b) record or beneficial owner of more than five percent (5%) of the Purchaser’s outstanding capital stock as of

the date hereof.

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, 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. The Purchaser 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.

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 the Purchaser, 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 the Purchaser.

3.18 Ownership

of Stockholder Merger Consideration. All shares of Purchaser Common Stock to be issued and delivered to the Company Stockholders

as Stockholder Merger Consideration in accordance with Article I shall be, upon issuance and delivery of such Purchaser Common

Stock, fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws, any

applicable Lock-Up Agreement, and any Liens incurred by any Company Stockholder, and the issuance and sale of such Purchaser Common Stock

pursuant hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.

3.19 Purchaser

Parties Activities. Since its formation Purchaser has not engaged in any activities other than activities relating to the pursuit

of a Business Combination and related financing activities and its reporting obligations with the SEC and NYSE and Merger Sub has not

engaged in any business activities other than as contemplated by this Agreement, neither does Purchaser Party own directly or indirectly

any ownership, equity, profits or voting interest in any Person (other than Purchaser’s 100% ownership of Merger Sub) and Merger

Sub has no assets or Liabilities except those incurred in connection with this Agreement and the Ancillary Documents to which they are

a party and the Merger and the other transactions contemplated by this Agreement, and, other than this Agreement and the Ancillary Documents

to which it is a party, Merger Sub is not a party to or bound by any Contract.

3.20 Certain

Business Practices.

(a) Neither

of the Purchaser Parties, nor any 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 each of the Purchaser Parties, 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 the Purchaser

Parties or assist it in connection with any actual or proposed transaction.

(b) The

operations of the Purchaser Parties 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 the Purchaser Parties with respect to any of the foregoing

is pending or, to the Knowledge of the Purchaser, threatened.

of the Purchaser Parties or any of its respective directors or officers, or, to the Knowledge of the Purchaser, any other Representative

acting on behalf of the Purchaser Parties is currently identified on the specially designated nationals or other blocked person list

or otherwise currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department

(“OFAC”), and neither of the Purchaser Parties has directly or indirectly, used any funds, or loaned, contributed

or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations

in 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.

3.21 Insurance.

Schedule 3.21 lists all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type

of policy) held by each of the Purchaser Parties relating to it or its business, properties, assets, directors, officers and employees,

copies of which have been provided to the Company. All premiums due and payable under all such insurance policies have been timely paid

and each of the Purchaser Parties is otherwise in material compliance with the terms of such insurance policies. All such insurance policies

are in full force and effect, and to the Knowledge of the Purchaser, there is no threatened termination of, or material premium increase

with respect to, any of such insurance policies. There have been no insurance claims made by either of the Purchaser Parties. Each of

the Purchaser Parties 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 have a Material Adverse Effect on the Purchaser

3.22 Purchaser

Trust Account. As of August 31, 2026, the Trust Account has a balance of $116,695,840.92. 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 pursuant to the Trust Agreement.

The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified.

There are no separate agreements, side letters or other agreements 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 to any portion of the proceeds in the Trust Account

other than as provided therein. Except as provided in the Trust Agreement or as specified in the IPO Prospectus, prior to the Closing,

none of the funds held in the Trust Account may be released.

3.23 Information

Supplied. None of the information supplied or to be supplied by the Purchaser Parties for inclusion or incorporation by reference

in the Registration Statement, the Proxy Statement, the Signing Filing, the Closing Filing or any other filing with the SEC with respect

to the transactions contemplated by this Agreement 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. Notwithstanding the foregoing, the Purchaser

Parties make no representation or warranty with respect to any information supplied by or on behalf of the Company for inclusion therein.

3.24 No

Other Representations. Except for the representations and warranties expressly made by the Purchaser Parties in this Article III

(as modified by the Purchaser Disclosure Schedules) or as expressly set forth in an Ancillary Document, none of the Purchaser Parties

nor any other Person on any of their behalf makes any express or implied representation or warranty with respect to any of the Purchaser

Parties, the Purchaser Representative, the Purchaser Securities, the business of the Purchaser Parties, or the transactions contemplated

by this Agreement or any of the other Ancillary Documents, and the Purchaser Parties hereby expressly disclaim any other representations

or warranties, whether implied or made by the Purchaser Parties or any of their respective Representatives. Except for the representations

and warranties expressly made by the Purchaser Parties in this Article III (as modified by the Purchaser Disclosure Schedules)

or in an Ancillary Document, the Purchaser Parties hereby expressly disclaim all liability and responsibility for any representation,

warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to the Company, the Company

Representative or any of their respective Representatives (including any opinion, information, projection or advice that may have been

or may be provided to the Company, the Company Representative or any of their respective Representatives by any Representative of the

Purchaser Parties), including any representations or warranties regarding the probable success or profitability of the businesses of

the Purchaser Parties.

Article

REPRESENTATIONS

AND WARRANTIES OF THE COMPANY

Except

as set forth in the disclosure schedules (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 the Purchaser,

as of the date hereof and as of the Closing, 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 formed, validly existing and in good standing under the Laws of its jurisdiction

of organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business

as now being conducted. Each Target Company is duly qualified or licensed and in good standing in the jurisdiction in which it is incorporated

or registered and in each other jurisdiction where it does business or operates to the extent that the character of the property owned,

or leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary. Schedule

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 the Purchaser 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 in any material respects.

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’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Company or any of its shareholders

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 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 (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 stockholders adopt this Agreement. The Voting Agreements delivered by the

Company include holders of Company Common Stockrepresenting at least the Required Company Stockholder Approval, and such Voting Agreements

are in full force and effect.

4.3 Capitalization.

(a) As

of the date of this Agreement, the Company is authorized to issue 5,000 shares of Company Common Stock, consisting of (i) 4,000 shares

of Company Class A Common Stock, and (ii) 1,000 shares of Company Class B Common Stock. Schedule 4.3(a) of the Company Disclosure

Schedule set forth the Company’s authorized and issued shares as of the date of this Agreement. Prior to giving effect to the transactions

contemplated by this Agreement, all of the issued and outstanding Company Common Stock and other equity interests of the Company are

set forth on Section 4.3(a) of the Company Disclosure Schedule, 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) Other

than as set forth on Section 4.3(b) of the Company Disclosure Schedule, there are no Company convertible securities, or preemptive

rights or rights of first refusal or first offer, nor are there any Contracts, commitments, arrangements or restrictions to which the

Company or, to the Knowledge of the Company, any of its stockholders is a party or bound relating to any equity securities of the Company,

whether or not outstanding. There are no outstanding or authorized equity appreciation, phantom equity or similar rights with respect

to the Company. Except as set forth on Schedule 4.3(b) of the Company Disclosure Schedule, there are no voting trusts, proxies,

shareholder agreements or any other agreements or understandings with respect to the voting of the Company’s equity interests.

Except as set forth in the Company Charter, 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 and other than the consummation of the transactions contemplated by

this Agreement, no equity interests of the Company are issuable and no rights in connection with any interests, warrants, rights, options

or other securities of the Company accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or

otherwise).

as disclosed in the Company Financials, since June 30, 2026, 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 board of

directors of the Company has not authorized any of the foregoing.

4.4 Subsidiaries.

Schedule 4.4 sets forth the name of each Subsidiary of the Company, and with respect to each Subsidiary (a) its jurisdiction of

organization, (b) its authorized shares or other equity interests (if applicable), (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 Company or its Subsidiaries free

and clear of all Liens (other than those, if any, imposed by such Subsidiary’s Organizational Documents). There are no Contracts

to which the Company or any of its Affiliates is a party or bound with respect to the voting (including voting trusts or proxies) of

the equity interests of any Subsidiary of the Company other than the Organizational Documents of any such Subsidiary. There are no outstanding

or authorized options, warrants, rights, agreements, subscriptions, convertible securities or commitments to which any Subsidiary of

the Company is a party or which are binding upon any Subsidiary of the Company providing for the issuance or redemption of any equity

interests of any Subsidiary of the Company. There are no outstanding equity appreciation, phantom equity, profit participation or similar

rights granted by any Subsidiary of the Company. No Subsidiary of the Company has any limitation, whether by Contract, Order or applicable

Law, on its ability to make any distributions or dividends to its equity holders or repay any debt owed to another Target Company. Except

for the equity interests of the Subsidiaries listed on Schedule 4.4, 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 the Company or its Subsidiaries

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 in 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 and (c) where the failure to obtain

or make such Consents or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to

be material to the Company or materially impair the ability of the Company 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.

4.6 Non-Contravention.

Except as otherwise described in 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 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 clauses (a), (b) or (c) that would

not, individually or in the aggregate, reasonably be expected to be material to any Target Company or materially impair the ability of

the Company 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.

4.7 Financial

Statements.

(a) As

used herein, the term “Company Financials” means the unaudited consolidated financial statements of the Target

Companies (including, in each case, any related notes thereto), consisting of the consolidated balance sheets of the Target Companies

as of June 30, 2026 (the “Balance Sheet Date”) and June 30, 2025, and the related consolidated unaudited income statements,

changes in stockholder equity and statements of cash flows for the fiscal years then ended (the “Unaudited Company Financials”).

True and correct copies of the Company Financials have been provided to the Purchaser. The Unaudited Company Financials (i) reflect in

all material respects the books and records of the Target Companies as of the times and for the periods referred to therein, (ii) were

prepared in accordance with GAAP, consistently applied in all material respects throughout and among the periods involved , and (iii)

fairly present in all material respects the consolidated financial position of the Target Companies as of the respective dates thereof

and the consolidated results of the operations and cash flows of the Target Companies for the periods indicated . No Target Company has

ever been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

(b) Each

Target Company maintains accurate books and records reflecting its assets and Liabilities and maintains proper and adequate internal

accounting controls that provide reasonable assurance that (i) such Target Company does not maintain any off-the-book accounts and that

such Target Company’s assets are used only in accordance with such Target Company’s management directives, (ii) transactions

are executed with management’s authorization, (iii) transactions are recorded as necessary to permit preparation of the financial

statements of such Target Company and to maintain accountability for such Target Company’s assets, (iv) access to such Target Company’s

assets is permitted only in accordance with management’s authorization, (v) the reporting of such Target Company’s assets

is compared with existing assets at regular intervals and verified for actual amounts, and (vi) accounts, notes and other receivables

and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection of accounts, notes

and other receivables on a current and timely basis. All of the financial books and records of the Target Companies are complete and

accurate in all material respects and have been maintained in the ordinary course consistent with past practice and in accordance with

applicable Laws. No Target Company has been subject to or involved in any material fraud that involves management or other employees

who have a significant role in the internal controls over financial reporting of any Target Company. Other than the material weaknesses

in the Company’s internal controls over financial reporting as may be identified by the Company’s auditors in connection

with the audit of the Company Financials, since January 1, 2026, 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.

as disclosed on Section 4.7(c) of the Company Disclosure Schedule, 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 Section 4.7(d) of the Company Disclosure Schedule, no Target Company is subject to any Liabilities, Indebtedness,

or obligations (whether or not 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 Balance Sheet Date contained in the Company Financials, (ii) that were incurred after the Balance Sheet Date in the ordinary

course of business consistent with past practice (other than Liabilities for breach of any Contract or violation of any Law), (iii) arising

under this Agreement or any other Ancillary Document or as Transaction Expenses, or (iv) which are not and would not reasonably be expected

to have a Material Adverse Effect.

(e) All

financial projections with respect to the Target Companies that were delivered by or on behalf of the Company to the Purchaser or its

Representatives were prepared in good faith using assumptions that the Company believes to be reasonable.

4.8 Absence

of Certain Changes. Except as set forth on Section 4.8 of the Company Disclosure Schedule, since June 30, 2026, 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) 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

the Purchaser.

4.9 Compliance

with Laws. Except as described on Schedule 4.9, 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, since January 1, 2023, any written or, to the Knowledge

of the Company, oral notice of any material conflict or non-compliance with, or material default or violation of, any applicable Laws

by which it or any of its properties, assets, employees, business or operations are or were bound or affected.

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 the Purchaser

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) Actions 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 in the past five (5) years); or (b)

Order now pending or outstanding or that was rendered by a Governmental Authority since January 1, 2026, in either case of (a) or (b)

by or against any Target Company, its current or former directors, officers or equity holders (provided, that any litigation involving

the directors, officers or equity holders of a Target Company must be related to the Target Company’s business, equity securities

or assets), its business, equity securities or assets. The items listed on Schedule 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 January

1, 2026, none of the current or former officers, senior management or directors of any Target Company have been charged with, indicted

for, arrested for, or convicted of any felony or any crime involving fraud.

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 the Purchaser (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 Section 4.12(a) of

the Company Disclosure Schedule, 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 $1,000,000;

(v) involves

the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with an aggregate value in excess of $1,000,000

(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, calls for aggregate payments or receipts by the Target Companies under such Contract

or Contracts of at least $1,000,000 per year;

(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 $1,000,000;

(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 Company Related Party;

(xi) obligates

the Target Companies to make any capital commitment or expenditure in excess of $1,000,000 (including pursuant to any joint venture);

(xii) relates

to a material settlement entered into within three (3) years prior to the date of this Agreement or under which any Target Company has

outstanding obligations in excess of $1,000,000 (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 Off-the-Shelf

Software; or

(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.

(b) Except

as disclosed in Schedule 4.12(b), with respect to each Company Material Contract: (i) such Company Material Contract is valid

and binding and enforceable in all material respects against the Target Company party thereto and, to the Knowledge of the Company, each

other party thereto, and is in full force and effect (except, in each case, as such enforcement may be limited by the Enforceability

Exceptions); (ii) the consummation of the transactions contemplated by this Agreement will not affect the validity or enforceability

of any Company Material Contract; (iii) no Target Company is in breach or default in any material respect, and no event has occurred

that with the passage of time or giving of notice or both would constitute a material breach or default by any Target Company, or permit

termination or acceleration by the other party thereto, under such Company Material Contract; (iv) to the Knowledge of the Company, no

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

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

or acceleration by any Target Company, under such Company Material Contract; (v) no Target Company has received written or, to the Knowledge

of the Company, oral notice of an intention by any party to any such Company Material Contract 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 in any material respect; and (vi) no Target Company has waived any

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 purported to be owned 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 $20,000 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. 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, 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 Section 4.13(a)(iii) of the Company Disclosure Schedule,

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 material Company Registered IP.

(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, except where the failure to have the same would not, individually or in the aggregate, reasonably be expected

to be material to the 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 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. 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.

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)

With the exception of the ongoing filing or prosecution of any applications to register any Patents, Trademarks, or Copyrights with the

applicable Government Authorities, 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 five (5) years, 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 in the past five (5) years 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

employees and independent contractors of a Target Company have assigned to the Target Companies all Intellectual Property arising from

the services performed for a Target Company by such Persons and 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 the Purchaser 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 in any material respects 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.

4.14 Taxes

and Returns.

(a) Each

Target Company has or will have timely filed, or caused to be timely filed, all federal, state, local and foreign Tax Returns required

by Law 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

by Law 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 with all applicable Laws relating to Taxes.

(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.

the Knowledge of the Company, no Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge

of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits,

examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been

notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate

reserves in the Company Financials have been established).

(d) There

are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens.

(e) Each

Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been

paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due.

(f) No

Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There

are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay

any Taxes shown to be due on any Tax Return.

(g) No

Target Company has made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed

an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing.

(h) 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.

(i) No

Target Company has any Liability or potential Liability for the Taxes of another Person (other than another Target Company) that are

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.

(j) 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.

(k) No

Target Company: (i) has constituted either a “distributing corporation” or a “controlled corporation” (within

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

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

under Section 355 of the Code (A) within the two-year period ending on the date hereof or (B) in a distribution which could otherwise

constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the

Code) in conjunction with the transactions contemplated by this Agreement; or (ii) is or has ever been (A) a U.S. real property holding

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

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

(l) To

the Knowledge of the Company, there is no fact or circumstance that would reasonably be expected to prevent the Merger from qualifying

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

4.15 Real

Property. Schedule 4.15 contains a complete and accurate list of all premises currently leased or subleased or otherwise used

or occupied by a Target Company for the operation of the business of a Target Company, and of all current leases, lease guarantees, agreements

and documents related thereto, including all amendments, terminations and modifications thereof or waivers thereto (collectively, the

“Company Real Property Leases”). The Company has provided to the Purchaser 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. Subject to the Enforceability Exceptions, 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).

4.16 Personal

Property. 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 $1,000,000 is set forth on Section 4.16 of the Company Disclosure Schedule, 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 in Schedule

4.16, 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 the Purchaser 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 notice of any such condition.

4.17 Title

to and Sufficiency of Assets. Each Target Company has good and marketable title to, or a valid leasehold interest in or right to

use, all of its assets, free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold interests,

(c) Liens specifically identified on the balance sheet as of the Balance Sheet Date included in the Company Financials and (d) Liens

set forth on Section 4.17 of the Company Disclosure Schedule. The assets (including Intellectual Property rights and contractual

rights) of the Target Companies constitute all of the assets, rights and properties that are used in the operation of the businesses

of the Target Companies as it is now conducted and presently proposed to be conducted or that are used or held by the Target Companies

for use in the operation of the businesses of the Target Companies, and taken together, are adequate and sufficient for the operation

of the businesses of the Target Companies as currently conducted and as presently proposed to be conducted.

4.18 Employee

Matters.

(a) Except

as set forth in Schedule 4.18(a), no Target Company is a party to any collective bargaining agreement or other Contract covering

any group of employees, labor organization or other representative of any of the employees of any Target Company, and the Company has

no Knowledge of any activities or proceedings of any labor union or other party to organize or represent such employees. 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 4.18(a) sets forth all unresolved labor controversies (including unresolved

grievances and age or other discrimination claims), if any, that are pending or, to the Knowledge of the Company, threatened between

any Target Company and Persons employed by or providing services as independent contractors to a Target Company. No current officer or

employee of a Target Company has provided any Target Company written or, to the Knowledge of the Company, oral notice of his or her plan

to terminate his or her employment with any Target Company.

(b) Except

as set forth in Schedule 4.18(b), each Target Company (i) is and has been in compliance in all material respects with all applicable

Laws respecting employment and employment practices, terms and conditions of employment, health and safety and wages and hours, and other

Laws relating to discrimination, disability, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration,

workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave, and employee

terminations, and has not received written or, to the Knowledge of the Company, oral notice that there is any pending 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.

4.18(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 ending June 30, 2026. Except as set forth on Section 4.18(c) of the Company Disclosure Schedule, (A) no employee is a party

to a written employment Contract with a Target Company that is “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 in Schedule 4.18(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

the Purchaser by the Company.

(d) Schedule

4.18(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 Section 4.18(d) of the Company Disclosure Schedule, all of such

independent contractors are a party to a written Contract with a Target Company. Except as set forth on Section 4.18(d) of the

Company Disclosure Schedule, 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 the Purchaser by the Company. For the purposes of applicable Law, including the Code, all independent contractors who are currently,

or within the last six (6) years 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.

4.19 Benefit

Plans.

(a)

Set forth on Schedule 4.19(a) of the Company Disclosure Schedule 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 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) 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.

respect to each Company Benefit Plan which covers any current or former officer, director, consultant or employee (or beneficiary thereof)

of a Target Company, the Company has provided to Purchaser 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);

(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) 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, the Code and ERISA; (ii) no breach of fiduciary duty has occurred; (iii) no Action is pending, or to the Company’s

Knowledge, threatened (other than routine claims for benefits arising in the ordinary course of administration); (iv) no prohibited transaction,

as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred, excluding transactions effected pursuant to a statutory

or administration exemption; and (v) all contributions and premiums due through the Closing Date have been made in all material respects

as required under ERISA or have been fully accrued in all material respects on the Company Financials.

(e) No

Company Benefit Plan is a “defined benefit plan” (as defined in Section 414(j) of the Code), a “multiemployer plan”

(as defined in Section 3(37) of ERISA) or a “multiple employer plan” (as described in Section 413(c) of the Code) or is otherwise

subject to Title IV of ERISA or Section 412 of the Code, and no Target Company 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 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 medical or death 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

of the Code.

(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 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) Except

to the extent required by Section 4980B of the Code or similar state Law, no Target Company provides health or welfare benefits to any

former or retired employee or is obligated to provide such benefits to any active employee following such employee’s retirement

or other termination of employment or service.

(j) All

Company Benefit Plans can be terminated at any time as of or after the Closing Date, except as required by applicable laws, without resulting

in any Liability to the Surviving Corporation or Purchaser or their respective Affiliates for any additional contributions, penalties,

premiums, fees, fines, excise taxes or any other charges or liabilities in any material respects.

(k) 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 4.19(k). No equity-based awards have been issued or granted by the Company that are, or

are subject to, a Section 409A Plan. 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. 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. 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 any employee, consultant or director for penalty taxes paid pursuant to Section 409A of the Code.

4.20

Environmental Matters. Except as set forth in Schedule 4.20:

(a) Each

Target Company is and has been in compliance in all material respects with all applicable Environmental Laws, including obtaining, maintaining

in good standing, and complying in all material respects with all Permits required for its business and operations by Environmental Laws

(“Environmental Permits”), no Action is pending or, to the Company’s Knowledge, threatened to revoke,

modify, or terminate any such Environmental Permit, and, to the Company’s Knowledge, no facts, circumstances, or conditions currently

exist that could adversely affect such continued compliance with Environmental Laws and Environmental Permits or require capital expenditures

to achieve or maintain such continued compliance with Environmental Laws and Environmental Permits.

(b) No

Target Company is the subject of any outstanding Order or Contract with any Governmental Authority or other Person in respect of any

(i) Environmental Laws, (ii) Remedial Action, or (iii) Release or threatened Release of a Hazardous Material. No Target Company has assumed,

contractually or by operation of Law, any Liabilities or obligations under any Environmental Laws.

Action has been made or is pending, or to the Company’s Knowledge, threatened against any Target Company or any assets of a Target

Company alleging either or both that a Target Company may be in material violation of any Environmental Law or Environmental Permit or

may have any material Liability under any Environmental Law.

(d) No

Target Company has manufactured, treated, stored, disposed of, arranged for or permitted the disposal of, generated, handled or Released

any Hazardous Material, or owned or operated any property or facility, in a manner that has given or would reasonably be expected to

give rise to any material Liability or obligation under applicable Environmental Laws. No fact, circumstance, or condition exists in

respect of any Target Company or any property currently or formerly owned, operated, or leased by any Target Company or any property

to which a Target Company arranged for the disposal or treatment of Hazardous Materials that could reasonably be expected to result in

a Target Company incurring any material Environmental Liabilities.

(e) There

is no investigation of the business, operations, or currently owned, operated, or leased property of a Target Company or, to the Company’s

Knowledge, previously owned, operated, or leased property of a Target Company pending or, to the Company’s Knowledge, threatened

that could lead to the imposition of any Liens under any Environmental Law or material Environmental Liabilities.

4.21

Transactions with Related Persons. Except as set forth on Section 4.21 of the Company Disclosure Schedule, no Target Company

nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of a Target Company or any of its Affiliates,

nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of

the foregoing, a “Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction

with a Target Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers,

directors or employees of the Target Company), (b) providing for the rental of real property or Personal Property from or (c) otherwise

requiring payments to (other than for services or expenses as directors, officers or employees of the Target Company in the ordinary

course of business consistent with past practice) any Related Person or any Person in which any Related Person has an interest as an

owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect interest (other than

the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly

traded company). Except as set forth on Section 4.21 of the Company Disclosure Schedule, 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.

4.22

Insurance.

(a)

Schedule 4.22(a) lists all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium

and type of policy) held by a Target Company relating to a Target Company or its business, properties, assets, directors, officers and

employees, copies of which have been provided to the Purchaser. All premiums due and payable under all such insurance policies have been

timely paid and the Target Companies are otherwise in material compliance with the terms of such insurance policies. Each such insurance

policy is legal, valid, binding, enforceable and in full force and effect. No Target Company has any self-insurance or co-insurance programs.

In the past five (5) years, 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 4.22(b) identifies each individual insurance claim in excess of $100,000 made by a Target Company in the past

five (5) years. 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.

4.23

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.

4.24

Top Customers and Suppliers. Schedule 4.24, lists, by dollar volume received or paid, as applicable, for each of the twelve (12)

months ended on June 30, 2026 and June 30 2025, the ten (10) largest customers of the Target Companies (the “Top Customers”)

and the ten largest suppliers of goods or services to the Target Companies (the “Top 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 cancelled or otherwise terminated, or, to the Company’s

Knowledge, intends to cancel or otherwise terminate, any material relationships of such Person with a Target Company, (ii) no Top 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 amount due to any Target

Company or seek to exercise any remedy against any Target Company, (iv) no Target Company has within the past two (2) years been engaged

in any material dispute with any Top 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.

4.25

Certain Business Practices.

(a) No

Target Company, nor any of their respective Representatives acting on their behalf has (i) used any funds for unlawful contributions,

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

government officials or employees, to foreign or domestic political parties or campaigns or violated any provision of the U.S. Foreign

Corrupt Practices Act of 1977 or any other local or foreign anti-corruption or bribery Law or (iii) made any other unlawful payment.

No Target Company, nor any of their respective Representatives acting on their behalf has directly or indirectly, given or agreed to

give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who

is or may be in a position to help or hinder any Target Company or assist any Target Company in connection with any actual or proposed

transaction.

(b) The

operations of each Target Company are and have been conducted at all times in compliance with money laundering statutes in all applicable

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

or enforced by any Governmental Authority, and no Action involving a Target Company with respect to any of the foregoing is pending or,

to the Knowledge of the Company, threatened.

Target Company or any of their respective directors or officers, or, to the Knowledge of the Company, any other Representative acting

on behalf of a Target Company is currently identified on the specially designated nationals or other blocked person list or otherwise

currently subject to any U.S. sanctions administered by OFAC, and no Target Company has in the last five (5) fiscal years, directly or

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

other Person, in connection with any sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC

or for the purpose of financing the activities of any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered

by OFAC.

4.26

[Intentionally Omitted]

4.27

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 of 1940, as amended.

4.28

Finders and Brokers . Except as set forth in Schedule 4.28, 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.

4.29

Information Supplied. Subject to the Company’s review of the information as included in such reports and filings described

below, 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 the Purchaser’s shareholders and/or prospective investors with respect

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

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

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

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

or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing

will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required

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

misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information

supplied by or on behalf of the Purchaser or its Affiliates.

4.30

No Other Representations. Except for the representations and warranties expressly made by the Company in this Article IV (as modified

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

its behalf makes any express or implied representation or warranty with respect to any of the Company, the Company Representative, the

Company Common Stock, the business of the Company, or the transactions contemplated by this Agreement or any of the other Ancillary Documents,

and the Company hereby expressly disclaims any other representations or warranties, whether implied or made by the Company or any of

its Representatives. Except for the representations and warranties expressly made by the Company in this Article IV (as modified by the

Company Disclosure Schedules) or in an Ancillary Document, the Company hereby expressly disclaims all liability and responsibility for

any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to

either of the Purchaser Parties, the Purchaser Representative or any of their respective Representatives (including any opinion, information,

projection or advice that may have been or may be provided to the Purchaser Parties, the Purchaser Representative or any of their respective

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

profitability of the businesses of the Company.

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, the Purchaser 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 properties, books and records,

financial and operational data and other information (including Tax Returns, client Contracts and director service agreements), of or

pertaining to the Target Companies, as the Purchaser or its Representatives may reasonably request regarding the Target Companies and

their respective businesses, assets, Liabilities, financial condition, 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 the Purchaser and its Representatives;

provided, however, that the Purchaser 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; provided, further, that nothing herein shall require the Company

to disclose any information the disclosure of which would jeopardize the attorney-client privilege or other legal privilege of the Company

or any of its Subsidiaries or contravene any applicable Law.

(b) During

the Interim Period, subject to Section 5.15, the Purchaser 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 properties, books and records, financial and operational data and other information, of

or pertaining to the Purchaser or its Subsidiaries, as the Company or its Representatives may reasonably request regarding the Purchaser,

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 the Purchaser’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 the Purchaser or any of its Subsidiaries.

5.2 Conduct

of Business of the Company.

(a) Unless

the Purchaser 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 Section 5.2 of the Company

Disclosure Schedule, the Company shall, and shall cause its Subsidiaries to, in all material respects, (i) conduct their respective businesses

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 their respective business organizations, to keep available the services of their respective managers, directors, officers, employees

and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent with past

practice.

(b) Without

limiting the generality of Section 5.2(a) and except as contemplated by the terms of this Agreement or the Ancillary Documents,

or as set forth on Section 5.2 of of the Company Disclosure Schedule, during the Interim Period, without the prior written consent

of the Purchaser (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,

combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay

or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity

interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

(iv)

incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $1,000,000

individually, 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,

provided, that this Section 5.2(b)(iv) shall not restrict (A) borrowings under the Company’s existing credit facilities in effect

as of the date of this Agreement in the ordinary course of business consistent with past practice, (B) intercompany Indebtedness among

the Target Companies in the ordinary course of business, or (C) trade payables and similar obligations incurred in the ordinary course

of business consistent with past practice;

(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 twenty percent (20.0%), or make or commit to make any bonus payment (whether in cash,

property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially

amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee,

in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of

business consistent with past practice, or as reasonably necessary to replace departing employees with employees of substantially comparable

responsibility and compensation;

(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, other than 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) establish

any Subsidiary or enter into any new line of business;

(xi) fail

to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage

with respect to its assets, operations and activities in such amount and scope of coverage substantially similar to that which is currently

in effect;

(xii) 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 with the Company’s outside auditors;

(xiii) waive,

release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation

relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises

that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by,

a Target Company or its Affiliates) not in excess of $1,000,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy

any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials;

(xiv) close

or materially reduce its activities, or effect any general layoff or other general personnel reduction or change, at any of its facilities

other than in the ordinary course of business;

(xv) acquire,

including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation,

partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside

the ordinary course of business consistent with past practice, other than the Merger;

(xvi) make

capital expenditures in excess of $1,000,000;

(xvii) adopt

a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

(xviii) except

for Transaction Expenses, voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess

of $ 1,000,000 other than pursuant to the terms of a Company Material Contract or Company Benefit Plan;

(xix) sell,

lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose

of any material portion of its properties, assets or rights in an amount in excess of $1,000,000 other than in the ordinary course of

business;

(xx) except

for the Ancillary Documents, enter into any agreement, understanding or arrangement with respect to the voting of equity securities of

the Company;

(xxi) take

any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority

to be obtained in connection with this Agreement;

(xxii) enter

into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Company Related Party,

other than compensation and benefits and advancement of expenses, in each case provided in the ordinary course of business consistent

with past practice; or

(xxiii) authorize

or agree to do any of the foregoing actions.

5.3 Conduct

of Business of the Purchaser.

(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 Section 5.3 of the Purchaser

Disclosure Schedule, the Purchaser 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 Purchaser and

its Subsidiaries 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 5.3

(except 5.3(b)(iv)), nothing in this Agreement shall prohibit or restrict Purchaser from extending, in accordance with Purchaser’s

Organizational Documents and the IPO Prospectus, the deadline by which it must complete its Business Combination (an “Extension”),

and no consent of any other Party shall be required in connection therewith.

(b) Without

limiting the generality of Section 5.3(a) and except as contemplated by the terms of this Agreement or the Ancillary Documents

(including the Conversion or as contemplated by any PIPE Investment) or as set forth on Section 5.3 of the Purchaser Disclosure

Schedule, during the Interim Period, without the prior written consent of the Company (such consent not to be unreasonably withheld,

conditioned or delayed), the Purchaser 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 equity securities or other security interests of

any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities;

(iii) split,

combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay

or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its shares

or other equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

(iv) incur,

create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $200,000 individually

or $400,000 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, subject to the preceding dollar amount limitation, that further borrowings by the Purchaser of

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 costs and expenses necessary for an Extension

(such expenses, “Extension Expenses”) in addition to those exiting as of the date hereof shall require the

consent of the Company;

(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 the Purchaser;

(vii) terminate,

waive or assign any material right under any Purchaser 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 the Purchaser’s outside auditors;

(xii) waive,

release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation

relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises

that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by,

the Purchaser or its Subsidiary) not in excess of $200,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy

any Actions, Liabilities or obligations, unless such amount has been reserved in the Purchaser 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 $200,000 individually for any project (or set of related projects) or $400,000 in the aggregate (excluding

for the avoidance of doubt, incurring any Expenses);

(xv) adopt

a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization

(other than with respect to the Merger);

(xvi) voluntarily

incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $200,000 individually or $400,000

in the aggregate (excluding the incurrence of any Expenses) other than pursuant to the terms of a Contract in existence as of the date

of this Agreement or entered into in the ordinary course of business or in accordance with the terms of this Section 5.3 during

the Interim Period;

(xvii) sell,

lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose

of any material portion of its properties, assets or rights;

(xviii) enter

into any agreement, understanding or arrangement with respect to the voting of Purchaser Securities;

(xix) enter

into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any SPAC 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

(xx) 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

(xxi) authorize

or agree to do any of the foregoing actions.

5.4

Interim Financials.

During the Interim Period, within thirty (30) calendar days following the end of each three-month quarterly period and within forty-five

(45) calendar days following the end of each fiscal year, the Company shall deliver to the Purchaser an unaudited consolidated income

statement and an unaudited consolidated balance sheet of the Target Companies for the period from the Balance Sheet Date through the

end of such quarterly period or fiscal year and the applicable comparative period in the preceding fiscal year, in each case accompanied

by a certificate of the Chief Financial Officer of the Company to the effect that all such financial statements fairly present the consolidated

financial position and results of operations of the Target Companies as of the date or for the periods indicated, in accordance with

GAAP, subject to year-end audit adjustments and excluding footnotes.

5.5

Purchaser Public Filings.

During the Interim Period, the Purchaser 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 prior to the Closing maintain the listing of the Purchaser Ordinary

Shares and the Purchaser Rights on NYSE; provided, that the Parties acknowledge and agree that from and after the Closing, the

Parties intend to list on NYSE only the Purchaser Class A Common Stock and the Purchaser Public Rights.

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 and its Affiliates, a transaction (other than

the transactions contemplated by this Agreement) concerning the sale of (x) all or any material part of the business or assets of the

Target Companies (other than in the ordinary course of business consistent with past practice) or (y) any of the shares or other equity

interests or profits of the Target Companies, in any case, whether such transaction takes the form of a sale of shares or other equity

interests, assets, merger, consolidation, issuance of debt securities, management Contract, joint venture or partnership, or otherwise

and (B) with respect to the Purchaser and its Affiliates, a transaction (other than the transactions contemplated by this Agreement)

concerning a Business Combination.

(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 the Purchaser, 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, or (vi) release any third Person from, or waive any provision of, any confidentiality

agreement to which such Party is a party.

Party shall notify the others as promptly as practicable (and in any event within 48 hours) 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 in connection with any Acquisition Proposal, 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. Each Party acknowledges and agrees that it is aware, and its Affiliates are aware (and each of their respective Representatives

is aware or, upon receipt of any material nonpublic information of the Purchaser, will be advised) of the restrictions imposed by U.S.

federal securities laws and the rules and regulations of the SEC and NYSE 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. Each Party hereby agrees that, while it is in possession of such material nonpublic information, it

shall not purchase or sell any securities of the Purchaser (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 the Purchaser 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 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, with each of the Purchaser and the Company

bearing fifty percent (50%) of the costs and expenses thereof, with respect to the transactions contemplated hereby as promptly as practicable,

to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested

pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination

of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting

period provided for under the Antitrust Laws. Each Party shall, to the extent permitted by applicable Laws, 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.

soon as reasonably practicable following the date of this Agreement, the Parties shall reasonably cooperate with each other and use (and

shall cause their respective Affiliates to use) their respective commercially reasonable efforts to prepare and file with Governmental

Authorities requests for approval of the transactions contemplated by this Agreement and shall use all commercially reasonable efforts

to have such Governmental Authorities approve the transactions contemplated by this Agreement. Each Party shall give prompt written notice

to the other Parties if such Party or any of its Representatives receives any notice from such Governmental Authorities in connection

with the transactions contemplated by this Agreement, and shall promptly furnish the other Parties with a copy of such Governmental Authority

notice. If any Governmental Authority requires that a hearing or meeting be held in connection with its approval of the transactions

contemplated hereby, whether prior to the Closing or after the Closing, each Party shall arrange for Representatives of such Party to

be present for such hearing or meeting. If any objections are asserted with respect to the transactions contemplated by this Agreement

under any applicable Law or if any Action is instituted (or threatened to be instituted) by any applicable Governmental Authority or

any private Person challenging any of the transactions contemplated by this Agreement or any Ancillary Document as violative of any applicable

Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby

or thereby, the Parties shall use their commercially reasonable efforts to resolve any such objections or Actions so as to timely permit

consummation of the transactions contemplated by this Agreement and the Ancillary Documents, including in order to resolve such objections

or Actions which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation

of the transactions contemplated hereby or thereby. In the event any Action is instituted (or threatened to be instituted) by a Governmental

Authority or private Person challenging the transactions contemplated by this Agreement, or any Ancillary Document, the Parties shall,

and shall cause their respective Representatives to, reasonably cooperate with each other and use their respective commercially reasonable

efforts to contest and resist any such Action and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary

or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement

or the Ancillary Documents.

(d) Prior

to the Closing, each Party shall use its commercially reasonable efforts to obtain any Consents of Governmental Authorities or other

third Persons as may be necessary for the consummation by such Party or its Affiliates of the transactions contemplated by this Agreement

or required as a result of the execution or performance of, or consummation of the transactions contemplated by, this Agreement by such

Party or its Affiliates, and the other Parties shall provide reasonable cooperation in connection with such efforts.

5.10 Tax

Matters. 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) 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 to fail to qualify as a “reorganization”

within the meaning of Section 368(a) of the Code. The Parties intend to report and, except to the extent otherwise required by Law, shall

report, for federal income tax purposes, the Merger as a “reorganization” within the meaning of Section 368(a) of the Code.

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, the Purchaser shall prepare with the reasonable assistance of the Company, 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 the

Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain

a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser

shareholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Shareholders an opportunity in

accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed

(the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters.

The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser Shareholders to vote, at an extraordinary

general meeting of Purchaser shareholders to be called and held for such purpose (the “Purchaser Special Meeting”),

in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred

to herein, including the Merger and the Conversion, by the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s

Organizational Documents, the Companies Act, the DGCL and the rules and regulations of the SEC and NYSE, (ii) the approval of the Conversion,

including the adoption and approval of the Conversion Organizational Documents, and any separate or unbundled advisory proposals as are

required to implement the foregoing, (iii) adoption and approval of the Amended Purchaser Organizational Documents, and any separate

or unbundled advisory proposals as are required to implement the foregoing, and (iv) such other matters as the Company and Purchaser

shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated

by this Agreement (the approvals described in foregoing clauses (i) through (iv), collectively, the “Purchaser Shareholder

Approval Matters”), and (v) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable

determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing

a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, Purchaser may

make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement,

Purchaser 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 the Purchaser’s Organizational

Documents, the Companies Act, the DGCL and the rules and regulations of the SEC and NYSE. Purchaser shall cooperate and provide the Company

(and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto

prior to filing the same with the SEC. The Company shall provide Purchaser 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) Purchaser

shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act

and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser

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, Purchaser and, after the Closing, the Purchaser Representative, 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. Purchaser 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 Purchaser Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this

Agreement and the Purchaser’s Organizational Documents.

with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise

use its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective.

Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments,

that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special

Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the

circumstances to review and comment on any proposed written or material oral responses to such comments.

(d) As

soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser

shall distribute the Registration Statement to Purchaser’s shareholders and the Company Stockholders, and, pursuant thereto, shall

call the Purchaser Special Meeting in accordance with the Companies Act for a date no later than thirty (30) days following the effectiveness

of the Registration Statement.

(e) Purchaser

shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organizational Documents and this

Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling

and holding of the Purchaser Special Meeting and the Redemption.

5.13 Company

Stockholder Meeting. As promptly as practicable after the Registration Statement has become effective, the Company will call a meeting

of its stockholders in order to obtain the Required Company Stockholder Approval (the “Company Special Meeting”),

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, and to take all other actions necessary or advisable to secure the Required

Company Stockholder Approval, including enforcing the Voting Agreements.

5.14 Public

Announcements.

(a) The

Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents

or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written

consent of the Purchaser 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 reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required

filing with respect to, such release or announcement in advance of such issuance.

(b) The

Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four

(4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”).

Promptly after the issuance of the Signing Press Release, the Purchaser 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, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press

Release and a description of the Closing as required by Federal Securities Laws which the Company Representativeand the Purchaser Representative

shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In

connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any

other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party

in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with

all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably

necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application

made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated

hereby.

5.15 Confidential

Information.

(a) The

Company and the Company Representative 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, they shall, and shall cause their respective Representatives

to: (i) treat and hold in strict confidence any Purchaser 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 the Purchaser

or its Subsidiaries), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third

party any of the Purchaser Confidential Information without the Purchaser’s prior written consent; and (ii) in the event that the

Company, the Company Representative or any of their respective 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 Purchaser Confidential Information, (A) provide the Purchaser to the extent legally permitted with prompt written notice

of such requirement so that the Purchaser or an Affiliate thereof may seek, at Purchaser’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 the Purchaser waives compliance with this Section 5.15(a), furnish only that portion of such Purchaser 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 Purchaser Confidential Information. In the event that this Agreement

is terminated and the transactions contemplated hereby are not consummated, the Company and the Company Representative shall, and shall

cause their respective Representatives to, promptly deliver to the Purchaser or destroy (at Purchaser’s election) any and all copies

(in whatever form or medium) of Purchaser Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations

and other writings related thereto or based thereon; provided, however, that the Company and the Company Representativeand their respective

Representatives shall be entitled to keep any records required by applicable Law or bona fide record retention policies; and provided,

further, that any Purchaser Confidential Information that is not returned or destroyed shall remain subject to the confidentiality obligations

set forth in this Agreement.

(b) The

Purchaser 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 the Purchaser 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, the Purchaser shall, and shall cause its Representatives to, promptly deliver to the Company or destroy (at

the Company’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 the Purchaser

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, the Purchaser and its Representatives shall be permitted to disclose

any and all Company Confidential Information to the extent required by the Federal Securities Laws in connection with the Registration

Statements Proxy Statement and other SEC Filings, subject to the Company’s prompt review and reasonable comments on such disclosure.

5.16 Documents

and Information. After the Closing Date, the Purchaser and the Company shall, and shall cause their respective Subsidiaries to, until

the seventh (7th) anniversary of the Closing Date, retain all books, records and other documents pertaining to the business

of the Target Companies in existence on the Closing Date and make the same available for inspection and copying by the Purchaser Representative

during normal business hours of the Company and its Subsidiaries, as applicable, upon reasonable request and upon reasonable notice.

No such books, records or documents shall be destroyed after the seventh (7th) anniversary of the Closing Date by the Purchaser

or its Subsidiaries (including any Target Company) without first advising the Purchaser Representative in writing and giving the Purchaser

Representative a reasonable opportunity to obtain possession thereof.

5.17 Post-Closing

Board of Directors and Executive Officers.

(a) The

Parties shall take all necessary action, including causing the directors of the Purchaser to resign, so that effective as of the Closing,

the Purchaser’s board of directors (the “Post-Closing Purchaser 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 Purchaser Board

(i) the one (1) person that is designated by the Purchaser prior to the Closing (the “Purchaser Director”),

and (ii) four (4) persons that are designated by the Company prior to the Closing (the “Company Directors”),

at least two (2) of whom shall be required to qualify as independent directors under NYSE rules. The board of directors of the Surviving

Corporation immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing.

At or prior to the Closing, the Purchaser will provide each director with a customary director indemnification agreement, in form and

substance reasonably acceptable to such director.

(b) The

Parties shall take all action necessary, including causing the executive officers of Purchaser to resign, so that the individuals serving

as the chief executive officer and chief financial officer, respectively, of Purchaser 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 identified by the Company shall serve

in such role).

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 and officers of the Purchaser, Merger Sub or the Company and each Person who served as a director, officer, member, trustee

or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request

of the Purchaser, Merger Sub 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 the Purchaser, 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, the Purchaser shall cause the Organizational Documents of the Purchaser and the Surviving Corporation

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 the Purchaser, Merger Sub and the Company

to the extent permitted by applicable Law. The provisions of this Section 5.18 shall survive the consummation of the Merger 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 Purchaser’s and Merger Sub’s directors and officers, the Purchaser shall be permitted prior to the Effective

Time to obtain and fully pay the premium for a “tail” insurance policy that provides coverage for up to a six-year period

from and after the Effective Time for events occurring prior to the Effective Time (the “D&O Tail Insurance”)

that is substantially equivalent to and in any event not less favorable in the aggregate than the Purchaser’s existing policy or,

if substantially equivalent insurance coverage is unavailable, the best available coverage; provided that the premium for such D&O

Tail Insurance shall not exceed 300% of the last annual premium paid for the existing policy. If obtained, the Purchaser shall maintain

the D&O Tail Insurance in full force and effect, and continue to honor the obligations thereunder, and the Purchaser shall timely

pay or caused to be paid all premiums with respect to the D&O Tail Insurance.

the event Purchaser or Merger Sub or any of their respective successors or assigns (i) consolidates with or merges into any other Person

and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys all or substantially

all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and

assigns of Purchaser or Merger Sub (or their respective successors and assigns), as applicable, assume in writing the obligations set

forth in this Section 5.18.

5.19 Trust

Account Proceeds. The Parties agree that after the Closing, the funds in the Trust Account, after being used for payments for the

Redemption, and any proceeds received by Purchaser from any investment shall first be used to pay (i) the Purchaser’s accrued and

unpaid Expenses, including the premiums for the D&O Tail Insurance (subject to Section 5.18), (ii) the Purchaser’s deferred

Expenses (including cash amounts payable to the IPO Underwriter and any legal fees) of the IPO, (iii) any loans owed by the Purchaser

to the Sponsor for any Expenses (including Extension Expenses) for administrative costs and expenses incurred by or on behalf of the

Purchaser, (iv) any unpaid Transaction Expenses of the Company and, (v) any other Liabilities of the Purchaser as of the Closing. Such

Expenses, as well as any Expenses that are required to be paid by delivery of the Purchaser’s securities, will be paid at the Closing.

Any remaining cash will be used for working capital and general corporate purposes of the Purchaser and the Surviving Corporation.

5.20

Extension of Business Combination Deadline. If the Closing has not occurred by the date that is 30 Business Days prior to the

then-applicable deadline by which the Purchaser must consummate a Business Combination pursuant to the Purchaser’s Organizational

Documents (the “Business Combination Deadline”), upon the request of the Company, the Purchaser shall, and

shall cause the Sponsor to, take all actions necessary to extend the Business Combination Deadline in accordance with the Purchaser’s

Organizational Documents and the IPO Prospectus, including (a) depositing or causing to be deposited into the Trust Account such funds

as are required pursuant to the Purchaser’s Organizational Documents to effectuate such Extension, and (b) filing or causing to

be filed all documents and taking all actions necessary to effectuate such Extension; provided, that the Purchaser shall not be required

to effectuate more than two (2) Extensions in the aggregate.

5.21

Due Diligence Period. The Company and the Purchaser agree that Purchaser shall have until 5:00 p.m. on December 19, 2026, to conduct

additional legal due diligence and review of the Company Disclosure Schedules (the “Due Diligence Period”)

on the Target Companies to determine whether its due diligence findings or any disclosure on the Company Disclosure Schedules is reasonably

likely to have a material negative impact on the business of the Surviving Corporation as determined by Purchaser in its sole discretion

and in such event Purchaser in its discretion may elect not to proceed with the transaction contemplated by this Agreement. If Purchaser

does not terminate the transaction contemplated by this Agreement before the end of the Due Diligence Period, the Purchaser shall be

deemed to have elected to proceed with this transaction unless this Agreement is terminated otherwise in accordance with this Agreement.

No such investigation (or any disclosure made at any time by the Company to the Purchaser) shall limit or modify in any way, or act or

result in a waiver of, any the Company’s obligations with respect to any breach of its representations, warranties, covenants or

agreements contained herein (including, without limitation, conditions to Closing or indemnification obligations).

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 the Purchaser of the following conditions:

(a) Required

Purchaser Shareholder Approval. The Purchaser Shareholder Approval Matters that are submitted to the vote of the shareholders of

the Purchaser at the Purchaser Special Meeting in accordance with the Proxy Statement shall have been approved by the requisite vote

of the shareholders of the Purchaser at the Purchaser Special Meeting in accordance with the Purchaser’s Organizational Documents,

applicable Law and the Proxy Statement (the “Required Purchaser Shareholder Approval”).

(b) Required

Company Stockholder Approval. The Company Special Meeting shall have been held in accordance with the DGCL and the Company’s

Organizational Documents, and at such meeting, the requisite vote of the Company Stockholders (including any separate class or series

vote that is required, whether pursuant to the Company’s Organizational Documents, 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 (the “Required Company Stockholder Approval”).

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 set forth in Schedule 6.1(d) shall have each been obtained or made.

(e) Requisite

Consents. The Consents required to be obtained from or made with any third Person (other than a Governmental Authority) in order

to consummate the transactions contemplated by this Agreement that are set forth in Schedule 6.1(e) shall have each been obtained

or made.

(f) 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.

(g) Net

Tangible Assets Test. Upon the Closing, after giving effect to the Redemption, the Purchaser shall have net tangible assets of at

least $5,000,001.

(h) Purchaser

Conversion. The Conversion shall have been consummated in accordance with Section 1.1.

(i) Appointment

to the Board. The members of the Post-Closing Purchaser Board shall have been elected or appointed as of the Closing consistent with

the requirements of Section 5.17.

(j) 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.

(k) Stock

Exchange Listing. The shares of Purchaser Class A Common Stock to be issued as Merger Consideration pursuant to this Agreement shall

have been approved for listing on the NYSE, or alternatively, if mutually agreed by the Purchaser and the Company, such shares shall

have been approved for listing on the Nasdaq .

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 the Purchaser set forth in this Agreement and in any certificate delivered

by or on behalf of the Purchaser 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 (other than 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), except that 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 Purchaser.

(b) Agreements

and Covenants. The Purchaser shall have performed in all material respects all of the Purchaser’s obligations and complied

in all material respects with all of the Purchaser’s agreements and covenants under this Agreement to be performed or complied

with by it on or prior to the Closing Date.

Purchaser Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to the Purchaser since the date of

this Agreement which is continuing and uncured.

6.3 Conditions

to Obligations of the Purchaser. In addition to the conditions specified in Section 6.1, the obligations of the Purchaser

and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement are subject to the satisfaction or

written waiver (by the Purchaser) 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 Target Companies, taken

as a whole.

(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.

Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to the Target Companies taken as a whole since

the date of this Agreement which is continuing and uncured.

(d) The

consolidated net asset of the Target Companies for the calendar quarter immediately prior to the Closing shall be no less than US$100,000,000,

and the number of registered users on the platform operated by the Target Companies shall be no less than 20,000,000 as such number is

verified and agreed to by the Company and the Purchaser.

(e) Certain

Ancillary Documents. Each Lock-Up Agreement shall be in full force and effect in accordance with the terms thereof as of the Closing.

(f) Fairness

Opinion. The Purchaser shall have received a fairness opinion from King Kee Appraisal and Advisory Limited indicating that the transaction,

from a Purchaser’s shareholder’s point of view, the transaction is deemed fair from a financial point of view.

6.4 Closing

Deliverables.

(a) Closing

Deliverables of Purchaser.

(i) Officer

Certificate. At the Closing, the Purchaser shall deliver to the Company a certificate, dated the Closing Date, signed by an executive

officer of the Purchaser in such capacity, certifying as to the satisfaction of the conditions specified in Sections 6.2(a), 6.2(b)

and 6.2(c).

(ii) Secretary

Certificate. At the Closing, the Purchaser shall deliver to the Company a certificate from its secretary or other executive officer

certifying as to, and attaching, (A) copies of the Purchaser’s Organizational Documents as in effect as of the Closing Date (after

giving effect to the Conversion), (B) the resolutions of the Purchaser’s board of directors authorizing and approving the execution,

delivery and performance of this Agreement and each of the Ancillary Documents to which it is a party or by which it is bound, and the

consummation of the transactions contemplated hereby and thereby, and (C) evidence that the Required Purchaser Shareholder Approval has

been obtained.

(iii) Good

Standing. At the Closing, the Purchaser shall deliver to the Company a good standing certificate (or similar documents applicable

for such jurisdictions) for the Purchaser certified as of a date no earlier than thirty (30) days prior to the Closing Date from the

proper Governmental Authority of the Purchaser’s jurisdiction of organization and from each other jurisdiction in which the Purchaser

is qualified to do business as a foreign entity as of the Closing, in each case to the extent that good standing certificates or similar

documents are generally available in such jurisdictions.

(iv)

Registration Rights Agreement. At the Closing, the Purchaser shall deliver the Registration Rights Agreement in substantially

the form as Exhibit D hereto executed by the Purchaser, the Sponsor, Mr. GAO Zengwei, Mr. LI Jiancheng and Ms. ZENG Zheng, with

each of the Significant Company Holder registering with the SEC the Merger Consideration received as a result of the Merger.

(v) Lock-Up

Agreement. At the Closing, the Purchaser shall deliver the Lock-Up Agreement executed by the Purchaser and the Purchaser Representative.

(b) Closing

Deliveries of the Company.

(i) Officer

Certificate. At the Closing, the Company shall deliver 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. At the Closing, the Company shall deliver to the Purchaser a certificate executed by the Company’s secretary certifying

as to the validity and effectiveness of, and attaching, (A) copies of the Company’s Organizational Documents as in effect as of

the Closing Date (immediately prior to the Effective Time), (B) the requisite resolutions of the Company’s board of directors 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 Certificate of Incorporation and Bylaws of the Surviving Corporation, and recommending the approval and adoption of the same by

the Company Stockholders at a duly called meeting of stockholders, and (C) evidence that the Required Company Stockholder Approval has

been obtained.

(iii) Good

Standing. At the Closing, the Company shall deliver to the Purchaser good standing certificates (or similar documents applicable

for such jurisdictions) for each Target Company certified as of a date no earlier than thirty (30) days prior to the Closing Date from

the proper Governmental Authority of the Target Company’s jurisdiction of organization and from each other jurisdiction in which

the Target Company is qualified to do business as a foreign corporation or other entity as of the Closing, in each case to the extent

that good standing certificates or similar documents are generally available in such jurisdictions.

(iv) Lock-Up

Agreement. At the Closing, the Company shall deliver signed Lock-Up Agreements from the Significant Company Holders.

6.5 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 or Company Stockholder) failure 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 the Purchaser and the Company;

(b) by

written notice by the Purchaser or the Company if any of the conditions to the Closing set forth in Article VI have not been satisfied

or waived by October 19, 2027 (the “Outside Date”), provided, that if the Purchaser seeks and obtains an Extension

by providing a written notice to the Company, or if the Company requests the Purchaser in writing to obtain an Extension, in each and

all cases there shall be no more than 2 Extensions unless otherwise agreed, the Outside Date shall be extended for an additional period

equal to the shortest of (i) three (3) additional months, and (ii) the period ending on the last date for Purchaser to consummate its

Business Combination pursuant to such Extension); provided, however, 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;

written notice by either the Purchaser or the Company if a Governmental Authority of competent jurisdiction shall have issued an Order

or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement,

and such Order or other action has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant

to this Section 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 Purchaser, if (i) there has been a breach by the Purchaser of any of its representations, warranties,

covenants or agreements contained in this Agreement, or if any representation or warranty of the Purchaser shall have become untrue or

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 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 Purchaser 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 the Purchaser to the Company, if (i) there has been a breach by the Company of any of its representations, warranties,

covenants or agreements contained in this Agreement, or if any representation or warranty of such Parties shall have become untrue or

inaccurate, in any case, which would result in a failure of a condition set forth in Section 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 the Purchaser shall not have the right

to terminate this Agreement pursuant to this Section 7.1(e) if at such time the Purchaser is in material uncured breach of this

Agreement;

(f) by

written notice by either the Purchaser or the Company to the other, if the Purchaser Special Meeting is held (including any adjournment

or postponement thereof) and has concluded, the Purchaser’s shareholders have duly voted, and the Required Purchaser Shareholder

Approval was not obtained;

(g)

by written notice by either the Purchaser or the Company to the other, if the Company Special Meeting is held (including any adjournment

or postponement thereof) and has concluded, the Company Stockholders have duly voted, and the Required Company Stockholder Approval was

not obtained; or

(h) by

written notice by the Purchaser to the Company, at any time prior to the expiration of the Due Diligence Period that the Purchaser has

determined, as a result of due diligence, an item, event or disclosure by or of the Company to have material negative impact on the business

of the Surviving Corporation.

7.2 Effect

of Termination. 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. 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, 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). Without limiting the foregoing, and except as provided in Sections 7.3 and this

Section 7.2 (but subject to Section 8.1) and subject to the right to seek injunctions, specific performance or other equitable

relief in accordance with Section 9.6, the Parties’ sole right prior to the Closing with respect to any breach of any representation,

warranty, covenant or other agreement contained in this Agreement by another Party or with respect to the transactions contemplated by

this Agreement shall be the right, if applicable, to terminate this Agreement pursuant to Section 7.1.

7.3 Fees

and Expenses. Subject to Sections 8.1, 9.13 and 9.14 all Expenses incurred in connection with this Agreement and

the transactions contemplated hereby shall be paid by the Party incurring such expenses. As used in this Agreement, “Expenses”

shall include all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financial advisors,

financing sources, experts and consultants to a Party hereto or any of its Affiliates) incurred by a Party or on its behalf in connection

with or related to the authorization, preparation, negotiation, execution or performance of this Agreement or any Ancillary Document

related hereto and all other matters related to the consummation of this Agreement. With respect to the Purchaser, Expenses shall include

any and all deferred expenses (including fees or commissions payable to the underwriters and any legal fees) of the IPO upon consummation

of a Business Combination and any Extension Expenses.

Article

VIII

WAIVERS

AND RELEASES

8.1

Waiver of Claims Against Trust. Reference is made to the IPO Prospectus. The Company and the Company Representative each hereby represents

and warrants that it has read the IPO Prospectus and understands that the Purchaser has established the Trust Account containing the

proceeds of the IPO and the overallotment shares acquired by the Purchaser’s underwriters and from certain private placements occurring

simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Purchaser’s public shareholders

(including overallotment shares acquired by the Purchaser’s underwriters) (the “Public Shareholders”)

and that, except as otherwise described in the IPO Prospectus, the Purchaser may disburse monies from the Trust Account only: (a) to

the Public Shareholders in the event they elect to redeem their Purchaser Ordinary Shares in connection with the consummation of its

initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or

in connection with an amendment to the Purchaser’s Organizational Documents to extend the Purchaser’s deadline to consummate

a Business Combination, (b) to the Public Shareholders if the Purchaser fails to consummate a Business Combination within 15 months after

the effective date of the registration statement related to the IPO, subject to extension by amendment to the Purchaser’s Organizational

Documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes,

and (d) to the Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Purchaser

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 Company 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 Company Representative or any of their respective Affiliates do now or

shall at any time prior to the Closing 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 the Purchaser or any of its Representatives, on the one hand, and the Company, the Company 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 (collectively, the “Released Claims”). Each of the Company and

the Company Representative on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that any such Party or

any of its Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of,

or arising out of, any negotiations, contracts or agreements with the Purchaser 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 the Purchaser or its Affiliates). The Company and the Company Representative each agrees and acknowledges

that such irrevocable waiver is material to this Agreement and specifically relied upon by the Purchaser and its Affiliates to induce

the Purchaser to enter in this Agreement, and each of the Company and the Company Representative further intends and understands such

waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable Law. To the extent that the

Company or the Company 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 the Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary

relief against the Purchaser or its Representatives, each of the Company and the Company 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 behalf 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 Company

Representative or any of their respective Affiliates commences Action in violation of the foregoing, the Purchaser, shall be entitled

to recover from the Company, the reasonable legal fees and costs in connection with any such Action, in the event the Purchaser 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. Notwithstanding the foregoing, nothing in this Section 8.1 shall amend, limit, alter, change,

supersede or otherwise modify the right of the Company or the Company Representative to pursue a claim against the Purchaser or any other

Person (a) for legal relief against monies or other assets of the Purchaser held outside of the Trust Account (including any monies that

are released from the Trust Account), or for specific performance or other equitable relief in connection with the Transactions (including

a claim for the Purchaser to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the

cash remaining in the Trust Account (after giving effect to redemptions)), or (b) for damages for breach of this Agreement against the

Purchaser (or any successor entity).

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 the Purchaser or Merger Sub at or prior to the Closing, to:

APEX

TECH ACQUISITION INC.

13501

Katy Fwy

Houston,

840-244-9122

Attn:

Florence Ng, Chief Executive Officer

email:florence@apextech-inc.com

with

a copy (which will not constitute notice) to:

Lewis

Brisbois Bisgaard & Smith LLP

Attn:

John P. Yung, Esq.

Daniel

B. Eng, Esq.

Fremont Street, Suite 3000

San

Francisco, CA 94105

Telephone

No.: (415) 362-2580

email:

john.yung@lewisbrisbois.com

daniel.eng@lewisbrisbois.com

to the Purchaser Representative, to:

APEX

INNOVATION ACQUISITION CORP.

C/O

A Registered Agent, Inc.

The Green, Ste A

Dover,

DE 19901

with

a copy (which will not constitute notice) to:

Shaoren

Liu

13501

Katy Fwy

Houston,

TX 77079

840-244-9122

email:

sharoren @apextech-inc.com

to the Company or the Surviving Corporation, to:

KORAI

FLIX, INC.

C/O

Northwest Registered Agent Service, Inc.

The Green, Ste B

Dover,

DE 19901

with

a copy (which will not constitute notice) to:

DLA

Piper UK LLP

Attn:

Yang Ge, Esq.

James

Chang, Esq.

20th

Floor, South Tower, Kerry Center

No.

1 Guanghua Road, Chaoyang District

Beijing

China 100020

Telephone

No.: 86-10-8520-0616

email:

Yang.Ge@dlapiper.com

James.Chang@dlapiper.com

to the Company Representative to:

Hongdae

Lee

with

a copy (which will not constitute notice) to:

DLA

Piper UK LLP

Attn:

Yang Ge, Esq.

James

Chang, Esq.

20th

Floor, South Tower,

Beijing

Kerry Center

No.

1 Guanghua Road, Chaoyang District

Beijing

China 100020

Telephone

No.: 86-10-8520-0616

email:

Yang.Ge@dlapiper.com

James.Chang@dlapiper.com

to the Purchaser or Company after the Closing, to:

and

the

Purchaser Representative

with

a copy (which will not constitute notice) to:

Lewis

Brisbois Bisgaard & Smith LLP

Attn:

John P. Yung, Esq.

Daniel

B. Eng, Esq.

Fremont Street, Suite 3000

San

Francisco, CA 94105

Telephone

No.: (415) 362-2580

email:

john.yung@lewisbrisbois.com

daniel.eng@lewisbrisbois.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 the Purchaser and the Company (and after the Closing, the Purchaser Representative and the Company 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. All Actions arising out of or relating to this Agreement shall be heard and

determined exclusively in any state or federal court located in New York, New York (or in any appellate court thereof) (the “Specified

Courts”). Each Party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Court for the purpose of

any Action arising out of or relating to this Agreement brought by any Party hereto and (b) irrevocably waives, and agrees not to assert

by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named

courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that

the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any

Specified Court. Each Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions

by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint

and any other process in any other Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property,

by personal delivery of copies of such process to such Party at the applicable address set forth in Section 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 not adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of

this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached. Accordingly,

each Party shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement and to seek to enforce

specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages

would be inadequate, this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at

law or in equity.

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 the Purchaser, the Company,

the Purchaser Representative and the Company Representative.

9.9 Waiver.

The Purchaser on behalf of itself and its Affiliates, the Company on behalf of itself and its Affiliates, and the Company 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 Purchaser Representative or the Company 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 the Closing

shall also require the prior written consent of the Purchaser 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 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 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 the Purchaser its shareholders under the Companies Act or 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 the Purchaser 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 the Purchaser and its Representatives

and the Purchaser 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. The words “execution,” “signed,”

“signature,” and “delivery,” and words of similar import, shall be deemed to include electronic signatures and

electronic records, including electronic signatures using the DocuSign platform, each of which shall be of the same effect, validity,

and enforceability as manually executed signatures or a paper-based recordkeeping system, to the extent provided under applicable law,

including the Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act, or any applicable state

law based on the UETA

9.13 Purchaser

Representative.

(a) The

Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably

appoints Apex Innovation Acquisition Corp., in the capacity as the Purchaser 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)) terminating, amending or waiving on behalf of such Person any provision of this Agreement

or any Ancillary Documents to which the Purchaser Representative is a party or otherwise has rights in such capacity (together with this

Agreement, the “Purchaser Representative Documents”); (ii) signing on behalf of such Person any releases or

other documents with respect to any dispute or remedy arising under any Purchaser Representative Documents; (iii) employing and obtaining

the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion,

deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel;

(iv) 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 (v) otherwise enforcing the rights and obligations of any such Persons under any Purchaser Representative Documents,

including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person; provided, that

the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit

of, the holders of Purchaser Securities (other than the Company Security Holders immediately prior to the Effective Time and their respective

successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative

and the Company, Company Representative, any Company Stockholders shall be binding upon the Purchaser 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 9.13 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its

appointment and authorization as the Purchaser Representative under this Agreement.

(b) The

Purchaser Representative shall not be liable for any act done or omitted under any Purchaser Representative Document as the Purchaser

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 Purchaser shall indemnify, defend and hold harmless the Purchaser

Representative from and against any and all Losses incurred without gross negligence, bad faith or willful misconduct on the part of

the Purchaser Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the

Purchaser Representative’s duties under any Purchaser Representative Document, including the reasonable fees and expenses of any

legal counsel retained by the Purchaser Representative. In no event shall the Purchaser Representative in such capacity be liable under

or in connection with any Purchaser Representative Document for any indirect, punitive, special or consequential damages. The Purchaser

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 Purchaser Representative

in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Purchaser Representative shall

have the right at any time and from time to time to select and engage, at the cost and expense of the Purchaser, 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 the Purchaser Representative may deem necessary or appropriate from time to time.

All of the indemnities, immunities, releases and powers granted to the Purchaser Representative under this Section 9.13 shall

survive the Closing and continue indefinitely.

Person serving as the Purchaser Representative may resign upon ten (10) days’ prior written notice to the Purchaser and the Company

Representative, provided, that the Purchaser Representative appoints in writing a replacement Purchaser Representative. Each successor

Purchaser Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original

Purchaser Representative, and the term “Purchaser Representative” as used herein shall be deemed to include any such successor

Purchaser Representatives.

9.14 Company

Representative.

(a) Each

Company Stockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes

and appoints Hongdae Lee, in its capacity as the Company 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 of 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 Company Representative is a party or otherwise

has rights in such capacity (together with this Agreement, the “Company 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 Company Representative will deem necessary or appropriate in connection with any of the transactions

contemplated under the Company Representative Documents, including: (i) terminating, amending or waiving on behalf of such Person any

provision of any Company Representative Document (provided, that any such action, if material to the rights and obligations of the Company

Stockholders in the reasonable judgment of the Company 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);

(ii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Company

Representative Document; (iii) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the

Company Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Company Representativeand

to rely on their advice and counsel; (iv) 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; (v) receiving all or any portion of the consideration provided to the Company Stockholders under this

Agreement and to distribute the same to the Company Stockholders in accordance with their Pro Rata Share; and (vi) otherwise enforcing

the rights and obligations of any such Persons under any Company Representative Document, including giving and receiving all notices

and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Company Representative, including

any agreement between the Company Representativeand the Purchaser Representative and the Purchaser, 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 9.14 are irrevocable and coupled with an interest. The Company

Representative hereby accepts its appointment and authorization as the Company Representative under this Agreement.

(b) Any

other Person, including the Purchaser Representative, the Purchaser and the Company may conclusively and absolutely rely, without inquiry,

upon any actions of the Company Representative as the acts of the Company Stockholders under any Company Representative Documents. The

Purchaser Representative, the Purchaser and the Company shall be entitled to rely conclusively on the instructions and decisions of the

Company Representative as to (i) any payment instructions provided by the Company Representative or (ii) any other actions required or

permitted to be taken by the Company Representative hereunder, and no Company Stockholder shall have any cause of action against the

Purchaser Representative, the Purchaser or the Company for any action taken by any of them in reliance upon the instructions or decisions

of the Company Representative. The Purchaser Representative, the Purchaser and the Company shall not have any Liability to any Company

Stockholder for any allocation or distribution among the Company Stockholders by the Company Representative of payments made to or at

the direction of the Company Representative. All notices or other communications required to be made or delivered to a Company Stockholder

under any Company Representative Document shall be made to the Company 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 Company Representative(except for a notice under Section 9.14(d) of the replacement of the Company Representative).

Company Representative will act for the Company Stockholders on all of the matters set forth in this Agreement in the manner the Company

Representative believes to be in the best interest of the Company Stockholders, but the Company 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 Company Representative

of the Company Representative’s duties under this Agreement, other than Losses arising from the bad faith, gross negligence or

willful misconduct by the Company 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 Company Representative harmless from and against any

and all Losses reasonably incurred without gross negligence, bad faith or willful misconduct on the part of the Company Representative(in

its capacity as such) and arising out of or in connection with the acceptance or administration of the Company Representative’s

duties under any Company Representative Document, including the reasonable fees and expenses of any legal counsel retained by the Company

Representative. In no event shall the Company Representative in such capacity be liable hereunder or in connection herewith for any indirect,

punitive, special or consequential damages. The Company Representative shall not be liable for any act done or omitted under any Company

Representative Document as the Company 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 Company 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 Company Representative in the foregoing

manner. In connection with the performance of its rights and obligations hereunder, the Company 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 Company Representative may reasonably deem necessary or appropriate

from time to time. All of the indemnities, immunities, releases and powers granted to the Company Representative under this Section

9.14 shall survive the Closing and continue indefinitely.

(d) If

the Company Representative shall die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities

as representative and agent of Company Stockholders, then the Company Stockholders shall, within ten (10) days after such death, disability,

dissolution, resignation or other event, appoint a successor Company Representative(by vote or written consent of the Company Stockholders

holding in the aggregate a Pro Rata Share in excess of fifty percent (50%)), and promptly thereafter (but in any event within two (2)

Business Days after such appointment) notify the Purchaser Representative and the Purchaser in writing of the identity of such successor.

Any such successor so appointed shall become the “Company Representative” for purposes of this Agreement.

9.15 Non-Survival

of Representations, Warranties. The representations and warranties of the Company and the Purchaser contained in this Agreement or

in any certificate or instrument delivered by or on behalf of the Company or the Purchaser pursuant to this Agreement shall not survive

the Closing, and from and after the Closing, the Company and the Purchaser and their respective Representatives shall not have any further

obligations, nor shall any claim be asserted or action be brought against the Company or the Purchaser or their respective Representatives

with respect thereto. The covenants and agreements made by the Company and the Purchaser 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

DEFINITIONS

10.1 Certain

Definitions. For purpose of this Agreement, the following capitalized terms have the following meanings:

“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 latest 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 or the Purchaser 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, equity purchase

or other equity-based compensation plan, employment or consulting, severance or termination pay, holiday, vacation or other bonus plan

or practice, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension,

or retirement plan, program, agreement, commitment or arrangement, and each other employee benefit plan, program, agreement or arrangement,

including each “employee benefit plan” as such term is defined under Section 3(3) of ERISA, maintained or contributed to

or required to be contributed to by a Person for the benefit of any employee or terminated employee of such Person, or with respect to

which such Person has any Liability, whether direct or indirect, actual or contingent, whether formal or informal, and whether legally

binding or not.

“Business

Day” means any day other than a Saturday, Sunday or such date on which commercial banking institutions in the State of

New York, or Korea 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 commercially

banking institutions in the State of New York and Korea are generally open for use by customers on such day.

“Class

A Pro Rata Share” means for each Company Stockholder, a fraction expressed as a percentage equal to (i) the number of shares

of Company Class A Common Stock held immediately prior to the Effective Time by such Company Stockholder divided by (ii) the total number

of shares of Company Class A Common Stock issued and outstanding prior to the Effective Time.

“Class

B Pro Rata Share” means for each Company Stockholder, a fraction expressed as a percentage equal to (i) the number of shares

of Company Class B Common Stock held immediately prior to the Effective Time by such Company Stockholder divided by (ii) the total number

of shares of Company Class B Common Stock issued and outstanding prior to the Effective Time.

“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

Class A Common Stock” means shares of Class A common stock, $0.0001 par value per share, of the Company, which shares have

one vote per share.

“Company

Class B Common Stock” means shares of Class B common stock, $0.0001 par value per share, of the Company, which shares have

twenty (20) votes per share.

“Company

Common Stock” means any shares of the Company Class A Common Stock and Company Class B Common Stock..

“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 the Purchaser

or its Representatives, is generally available publicly and was not disclosed in breach of this Agreement or (ii) at the time of the

disclosure by the Company or its Representatives to the Purchaser 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

Related Party” means any (a) member, shareholder or equity interest holder who, together with its Affiliates, directly

or indirectly holds, or holds the right to acquire no less than 5% of the total outstanding share capital of the Company, or (b) any

director or officer of the Company or any of its Subsidiaries, in the case of clauses (a) and (b), excluding the Company and any of its

Subsidiaries.

“Company

Securities” means, collectively the Company Common Stock.

“Company

Security Holders” means, collectively, the holders of Company Securities.

“Company

Stockholders” means, collectively, the holders of Company 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, mask works and all copyrights therein, including all renewals and extensions, copyright registrations

and applications for registration and renewal, and non-registered copyrights.

“DGCL”

means the Delaware General Corporation Law.

“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 Substances), 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.

“Exchange

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

“Fraud

Claim” means any claim based in whole or in part upon fraud, willful misconduct or intentional misrepresentation.

“Fully-Diluted

Company Shares” means the total number of issued and outstanding shares of Company Common Stock and as if the Company Convertible

Security (if any) had been exercised as of the Effective Time, but excluding any Company Securities described in Section 1.9(b).”

“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 deferred compensation

expenses and 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.

“Intellectual

Property” means all of the following as they exist in any jurisdiction throughout the world: Patents, Trademarks, Copyrights,

Trade Secrets, Internet Assets, Software and other intellectual property, and all licenses, sublicenses and other agreements or permissions

related to the preceding property.

“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 Purchaser Public Units pursuant to the IPO Prospectus.

“IPO

Prospectus” means the final prospectus of the Purchaser, dated as of February 25, 2026, and filed with the SEC on February

27, 2026 (File No. 333-291936).

“IPO

Underwriter” means A.G.P.

“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, the actual knowledge of its directors and executive officers, after reasonable inquiry.

“Law”

means any federal, state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code, edict,

decree, proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, Order or Consent that

is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the

authority of any Governmental Authority.

“Liabilities”

means any and all liabilities, Indebtedness, Actions or obligations of any nature (whether absolute, accrued, contingent or otherwise,

whether known or unknown, whether direct or indirect, whether matured or unmatured, whether due or to become due and whether or not required

to be recorded or reflected on a balance sheet under GAAP 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.

“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, prospects 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) or natural disaster; (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) and (vi), with respect

to the Purchaser, the consummation and effects of the Redemption (or any redemption in connection with the Extension); provided further,

however, that any event, occurrence, fact, condition, or change referred to in clauses (i) - (iv) immediately above shall be taken

into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that

such event, occurrence, fact, condition, or change has a disproportionate effect on such Person or any of its Subsidiaries compared to

other participants in the industries in which such Person or any of its Subsidiaries primarily conducts its businesses. Notwithstanding

the foregoing, with respect to the Purchaser, the amount of the Redemption (or any redemption in connection with the Extension, if any)

or the failure to obtain the Required Purchaser Shareholder Approval shall not be deemed to be a Material Adverse Effect on or with respect

to the Purchaser.

“Merger

Sub Common Stock” means the shares of common stock, par value $0.001 per share, of Merger Sub.

“NYSE”

means the New York Stock Exchange.

“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.

“Patents”

means any patents, patent applications and the inventions, designs and improvements described and claimed therein, patentable inventions,

and other patent rights (including any divisionals, provisionals, continuations, continuations-in-part, substitutions, or reissues thereof,

whether or not patents are issued on any such applications and whether or not any such applications are amended, modified, withdrawn,

or refiled).

“PCAOB”

means the U.S. Public Company Accounting Oversight Board (or any successor thereto).

“Permits”

means all federal, state, local or foreign or other third-party permits, grants, easements, consents, approvals, authorizations, exemptions,

licenses, franchises, concessions, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations,

ratings, registrations, qualifications or orders of any Governmental Authority or any other Person.

“Permitted

Liens” means (a) Liens for Taxes or assessments and similar governmental charges or levies, which either are (i) not delinquent

or (ii) being contested in good faith and by appropriate proceedings, and adequate reserves have been established with respect thereto,

(b) other Liens imposed by operation of Law arising in the ordinary course of business for amounts which are not due and payable and

as would not in the aggregate materially adversely affect the value of, or materially adversely interfere with the use of, the property

subject thereto, (c) Liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the ordinary

course of business, or (d) Liens arising under this Agreement or any Ancillary Document.

“Person”

means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership),

limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political

subdivision thereof, or an agency or instrumentality thereof.

“Personal

Property” means any machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant,

parts and other tangible personal property.

“Pro

Rata Share” means with respect to each Company Stockholder, a fraction expressed a percentage equal to (i) the portion

of the Stockholder Merger Consideration payable by the Purchaser to such Company Stockholder in accordance with the terms of this Agreement,

divided by (ii) the total Stockholder Merger Consideration payable by the Purchaser to all Company Stockholders in accordance with the

terms of this Agreement.

“Purchaser

Ordinary Shares” means the Ordinary Shares, par value $0.0001 per share, of the Purchaser prior to the Conversion.

“Purchaser

Class A Common Stock” means the shares of class A common stock, par value $0.0001 per share, of the Purchaser following

the consummation of the Conversion, having the rights and subject to the restrictions set out in the Conversion Organizational Documents.

“Purchaser

Class B Common Stock” means the shares of class B common stock, par value $0.0001 per share, of the Purchaser following

the consummation of the Conversion, having the rights and subject to the restrictions set out in the Conversion Organizational Documents.

Each holder of Purchaser Class B Common Stock shall be entitled to Twenty (20) votes for each Purchaser Class B Common Stock held by

such holder as of the applicable record date.

“Purchaser

Common Stock” means any shares of the Purchaser Class A Common Stock and Purchaser Class B Common Stock following the consummation

of the Conversion.

“Purchaser

Confidential Information” means all confidential or proprietary documents and information concerning the Purchaser or any

of its Representatives; provided, however, that Purchaser Confidential Information shall not include any information which, (i)

at the time of disclosure by the Company, the Company Representative or any of their respective Representatives, is generally available

publicly and was not disclosed in breach of this Agreement or (ii) at the time of the disclosure by the Purchaser or its Representatives

to the Company, the Company Representative or any of their respective Representatives, was previously known by such receiving party without

violation of Law or any confidentiality obligation by the Person receiving such Purchaser Confidential Information. For the avoidance

of doubt, from and after the Closing, Purchaser Confidential Information will include the confidential or proprietary information of

the Target Companies.

“Purchaser

Private Right” means one right that was included as part of each Purchaser Private Unit entitling the holder thereof to

receive one-fourth (1/4th) of a Purchaser Ordinary Share upon the consummation by Purchaser of its Business Combination.

“Purchaser

Private Units” means the units issued by Purchaser in a private placement to the Sponsor at the time of the consummation

of the IPO consisting of one (1) Purchaser Ordinary Share and one (1) Purchaser Private Right to receive one-fourth (1/4th)

of one ordinary share.

“Purchaser

Public Right” means one right that was included as part of each Purchaser Public Unit entitling the holder thereof to receive

one-fourth (1/4th) of a Purchaser Ordinary Share upon the consummation by Purchaser of its Business Combination.

“Purchaser

Public Units” means the units issued in the IPO (including overallotment units acquired by Purchaser’s underwriter)

consisting of one (1) Purchaser Ordinary Share and one (1) Purchaser Public Right to receive one-fourth (1/4th) of one Purchaser

Ordinary Share.

“Purchaser

Rights” means Purchaser Private Rights and Purchaser Public Rights, collectively.

“Purchaser

Securities” means the Purchaser Units, the Purchaser Ordinary Shares, the Purchaser Common Stock, and the Purchaser Rights,

collectively.

“Purchaser

Units” means Purchaser Private Units and Purchaser Public Units, collectively.

“Reference

Time” means the close of business of the Company on the Closing Date (but without giving effect to the transactions contemplated

by this Agreement, including any payments by Purchaser hereunder to occur at the Closing, but treating any obligations in respect of

Indebtedness, or other liabilities that are contingent upon the consummation of the Closing as currently due and owing without contingency

as of the Reference Time).

“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.

“Significant

Company Holder” means any Company Stockholder who (i) is an executive officer or director of the Company or (ii) owns more

than 10 percent (10%) of the issued and outstanding shares of the Company.

“Software”

means any computer software programs, including all source code, object code, and documentation related thereto and all software modules,

tools and databases.

“SOX”

means the U.S. Sarbanes-Oxley Act of 2002, as amended.

“SPAC

Related Person” means (a) the Sponsor and (b) any director, officer or Affiliate of SPAC or the Sponsor.

“Sponsor”

means Apex Innovation Acquisition Corp.

“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, 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.

“Trading

Day” means any day on which shares of Purchaser Common Stock or Purchaser Ordinary Shares, as applicable, are actually

traded on the principal securities exchange or securities market on which the Purchaser Common Stock or Purchaser Ordinary Shares are

then traded.

“Transaction

Expenses” means all fees and expenses of any of the Target Companies incurred or payable as of the Closing and not paid

prior to the Closing (i) in connection with the consummation of the transactions contemplated hereby, including any amounts payable to

professionals (including investment bankers, brokers, finders, attorneys, accountants and other consultants and advisors) retained by

or on behalf of any Target Company, (ii) any change in control bonus, transaction bonus, retention bonus, termination or severance payment

or payment relating to terminated options, warrants or other equity appreciation, phantom equity, profit participation or similar rights,

in any case, to be made to any current or former employee, independent contractor, director or officer of any Target Company at or after

the Closing pursuant to any agreement to which any Target Company is a party prior to the Closing which become payable (including if

subject to continued employment) as a result of the execution of this Agreement or the consummation of the transactions contemplated

hereby and (iii) any sales, use, real property transfer, stamp, stock transfer or other similar transfer Taxes imposed on Purchaser,

Merger Sub or any Target Company in connection with the Merger or the other transactions contemplated by this Agreement.

“Trust

Account” means the trust account established by Purchaser 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 February 25, 2026, as it may be amended,

by and between the Purchaser 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.

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

Acquisition

Proposal

5.6(a)

Agreement

Preamble

Alternative

Transaction

5.6(a)

Amended Purchaser Organizational Documents

1.1

Antitrust

Laws

5.9(b)

Certificate

of Merger

1.3

Unaudited

Company Financials

4.7(a)

Business

Combination

8.1

Business Combination Deadline

5.20

Balance Sheet Date

4.7(a)

Class A Merger Consideration Shares

1.8

Class B Merger Consideration Shares

1.8

Closing

2.1

Closing

Date

2.1

Closing

Filing

5.14(b)

Closing

Press Release

5.14(b)

Companies Act

Recitals

Company

Preamble

Company

Benefit Plan

4.19(a)

Company

Certificates

1.10(a)

Company

Directors

5.17(a)

Company

Disclosure Schedules

Article

Company

Financials

4.7(a)

Company

4.13(d)

Company

IP Licenses

4.13(a)

Company

Material Contract

4.12(a)

Company

Permits

4.10

Company

Personal Property Leases

4.16

Company

Real Property Leases

4.15

Company

Registered IP

4.13(a)

Company Representative

Preamble

Company Representative

Documents

9.14(a)

Company

Special Meeting

5.13

Conversion

1.1

Conversion

Organizational Documents

1.1

D&O

Indemnified Persons

5.18(a)

D&O

Tail Insurance

5.18(b)

DGCL

Recitals

Dissenting

1.13

Dissenting

Stockholder

1.13

Due Diligence Period

5.21

Effective

Time

1.3

Enforceability

Exceptions

3.2

Environmental Permits

4.20(a)

Exchange

Agent

1.10(a)

Expenses

7.3

Extension

5.3(a)

Extension

Expenses

5.3(b)(iv)

Federal

Securities Laws

5.7

Interim

Period

5.1(a)

Letter

of Transmittal

1.10(a)

Term

Section

Lock-Up

Agreement

Recitals

Lost

Certificate Affidavit

1.10(d)

Merger

Recitals

Merger

Consideration

1.8

Merger Consideration Shares

1.8

Merger

Sub

Preamble

OFAC

3.20(c)

Off-the-Shelf

Software

4.13(a)

Outbound

IP License

4.13(c)

Outside

Date

7.1(b)

Party(ies)

Preamble

Post-Closing

Purchaser Board

5.17(a)

Proxy

Statement

5.12(a)

Public

Shareholders

8.1

Purchaser

Preamble

Purchaser

Director

5.17(a)

Purchaser

Disclosure Schedules

Article

III

Purchaser

Financials

3.6(b)

Purchaser

Material Contract

3.13(a)

Purchaser

Representative

Preamble

Purchaser

Representative Documents

9.13(a)

Purchaser

Shareholder Approval Matters

5.12(a)

Purchaser

Special Meeting

5.12(a)

Redemption

5.12(a)

Registration Rights Agreement

Recitals

Registration

Statement

5.12(a)

Released

Claims

8.1

Related Person

4.21

Required

Company Stockholder Approval

6.1(b)

Required

Purchaser Shareholder Approval

6.1(a)

SEC

Reports

3.6(a)

Section

409A Plan

4.19(k)

Signing

Filing

5.14(b)

Signing

Press Release

5.14(b)

Specified

Courts

9.4

Sponsor Support Agreement

Recitals

Stockholder

Merger Consideration

1.8

Surviving

Corporation

1.2

Top

Customers

4.24

Top

Suppliers

4.24

Transmittal

Documents

1.10(b)

Voting

Agreements

Recitals

{REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS}

WITNESS WHEREOF, each Party hereto has caused this Agreement and Plan of Merger to be signed and delivered as of the date first written

above.

The

Purchaser:

APEX

TECH ACQUISITION INC.

By:

/s/

Florence Ng

Name:

Florence

Title:

Chief

Executive Officer

The

Purchaser Representative:

APEX

INNOVATION ACQUISITION CORP.,

solely

in the capacity as the Purchaser Representative hereunder

By:

/s/

Sharoen Liu

Name:

Sharoen

Liu

Title:

Director

Merger

Sub:

APEX

TECH MERGER SUB INC.

By:

/s/

Florence Ng

Name:

Florence

Title:

Chief

Executive Officer

The

Company:

KORAI

FLIX, INC.

By:

/s/

Helen Wosner

Name:

Helen

Wosner

Title:

Director

The

Company Representative:

Hongdae

Lee, solely in the capacity as the Company Representative hereunder

By:

/s/

Hongdae Lee

Name:

Hongdae

Lee

[Signature

Page to Merger Agreement]

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

FORM

OF VOTING AGREEMENT

This

Voting Agreement (this “Agreement”) is made and entered into as of [●], 2026, by and among (i) APEX Tech

Acquisition Inc., a Cayman Islands exempted company (together with its successors, including after the Conversion, the “Purchaser”),

(ii) APEX Tech Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”

and, collectively with the Purchaser, the “Purchaser Parties”), (iii) Korai Flix, Inc., a Delaware corporation

(the “Company”), and (iv) the stockholders of the Company listed on Schedule A (each, a “Company

Stockholder” and collectively, the “Company Stockholders”). The Purchaser, Merger Sub, the Company

and the Company Stockholders are sometimes referred to herein individually as a “Party” and collectively as

the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed

to such terms in the Agreement and Plan of Merger (as defined below).

RECITALS

On October [●], 2026, the Purchaser, Merger Sub, Apex Innovation Acquisition Corp., as the Purchaser Representative, Hongdae Lee,

as the Company Representative, and the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”)

pursuant to which, upon the terms and subject to the conditions set forth therein: (a) prior to the Effective Time, the Purchaser will

continue out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation (the “Conversion”),

and (b) at the Effective Time, Merger Sub will merge with and into the Company (the “Merger”), with the Company

surviving the Merger as a wholly-owned subsidiary of the Purchaser and the outstanding shares of Company Stock being converted into the

right to receive shares of Purchaser Common Stock (the Merger, together with the Conversion and the other transactions contemplated by

the Merger Agreement, the “Transactions”).

The Company Stockholders agree to enter into this Agreement with respect to all Company Class A Common Stock and Company Class B Common

Stock (collectively, “Company Shares”) of which the Company Stockholders now or hereafter have beneficial ownership

(as such term is defined in Rule 13d-3 under the Exchange Act) and/or record ownership.

As of the date hereof, the Company Stockholders are the owners of, and/or have voting power (including, without limitation, by proxy

or power of attorney) over, such number and class of Company Shares as are indicated opposite each of their names on Schedule A

attached hereto (all such Company Shares, together with any shares in the Company of which beneficial and/or record ownership and/or

the power to vote (including, without limitation, by proxy or power of attorney) is hereafter acquired by any such Company Stockholder

(or any securities convertible into or exercisable or exchangeable for Company Shares) during the period from the date hereof through

the Expiration Time are collectively referred to herein as the “Subject Shares”).

As a condition to the willingness of the Purchaser and the Company to enter into the Merger Agreement and as an inducement and in consideration

therefor, the Company Stockholders have agreed to enter into this Agreement.

Each of the Parties has determined that it is in its best interest to enter into this Agreement.

NOW,

THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below

and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending

to be legally bound, do hereby agree as follows:

Definitions. When used in this Agreement, the following terms in all of their tenses, cases and correlative forms shall have the

meanings assigned to them in this Section 1 or elsewhere in this Agreement.

“Expiration

Time” shall mean the earliest to occur of (a) the Effective Time, (b) such date and time as the Merger Agreement shall

be terminated in accordance with Section 7.1 (Termination) of Article VII thereof and (c) the mutual written agreement of the Purchaser,

the Company and such Company Stockholder.

“Transfer”

shall mean any sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, or entry into any contract,

agreement, option or other arrangement or understanding with respect to any sale, assignment, encumbrance, pledge, hypothecation, disposition,

loan or other transfer, in each case directly or indirectly and voluntarily or involuntarily, of any interest owned by a person or any

interest (including a beneficial interest) in, or the ownership, control or possession of, any interest owned by a person, excluding

entry into this Agreement and the Merger Agreement and the consummation of the transactions contemplated hereby and thereby.

Agreement to Retain the Subject Shares.

2.1

No Transfer of Subject Shares. Until the Expiration Time, each Company Stockholder agrees not to (x) Transfer any Subject Shares

or (y) deposit any Subject Shares into a voting trust or enter into a voting agreement with respect to any Subject Shares or grant any

proxy (except as otherwise provided herein), consent or power of attorney with respect thereto (other than pursuant to this Agreement).

Notwithstanding the foregoing, (A) if a Company Stockholder is an individual, such Company Stockholder may Transfer any such Subject

Shares (i) to any member of such Company Stockholder’s immediate family, or to a trust for the benefit of such Company Stockholder

or any member of such Company Stockholder’s immediate family, the sole trustees of which are such Company Stockholder or any member

of such Company Stockholder’s immediate family, (ii) by will, other testamentary document or under the laws of intestacy upon the

death of such Company Stockholder, (iii) pursuant to a qualified domestic relations order or (iv) pursuant to a charitable gift or contribution,

(B) if a Company Stockholder is an entity, such Company Stockholder may Transfer any Subject Shares to any partner, member, shareholder,

or affiliate of such Company Stockholder in accordance with the terms of the Organizational Documents of the Company, and (C) a Company

Stockholder may Transfer any Subject Shares upon the consent of the Purchaser; provided, that in each case such transferee of

such Subject Shares evidences in a writing, in form and substance reasonably satisfactory to the Purchaser and the Company, such transferee’s

agreement to be bound by and subject to all of the terms and provisions hereof to the same effect as such transferring Company Stockholder,

prior and as a condition to the occurrence of such Transfer.

2.2

Additional Purchases. Until the Expiration Time, each Company Stockholder agrees that any Subject Shares that such Company Stockholder

purchases, that are issued to such Company Stockholder by the Company, that are otherwise hereinafter acquired by such Company Stockholder

or with respect to which such Company Stockholder otherwise acquires sole or shared voting power (including by proxy or power of attorney)

after the execution of this Agreement and prior to the Expiration Time, shall in each case be subject to the terms and conditions of

this Agreement to the same extent as if they were Subject Shares owned by such Company Stockholder as of the date hereof. Each of the

Company Stockholders agrees, while this Agreement is in effect, to notify the Purchaser and the Company promptly in writing (including

by e-mail) of the number of any additional Subject Shares acquired, or over which voting power is acquired, by such Company Stockholder,

if any, after the date hereof.

2.3

Unpermitted Transfers. Any Transfer or attempted Transfer of any Subject Shares in violation of this Section 2 shall, to

the fullest extent permitted by applicable Law, be null and void ab initio.

Voting of Subject Shares. Hereafter until the Expiration Time, each Company Stockholder hereby unconditionally and irrevocably

agrees that, at any meeting of the shareholders of the Company (or any adjournment or postponement thereof), and in any action by written

consent of the shareholders of the Company permitted by the Organizational Documents of the Company or otherwise undertaken as contemplated

by the Transactions (which written consent shall be delivered promptly, and in any event not later than two (2) Business Days, after

the Company or the Purchaser requests such delivery), such Company Stockholder shall: if a meeting is held, attend and appear at the

meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a

quorum, and such Company Stockholder shall vote all of the Subject Shares to which such Company Stockholder has sole or shared voting

power and is entitled to vote; and/or if a written consent or approval is requested, duly and promptly execute and provide such written

consent or approval (or cause to be voted or so consented or approved), in person or by proxy, in respect of all of its Subject Shares:

(i) in favor of (a) the Merger, the Merger Agreement, the Ancillary Documents, any required amendments to the Company’s Organizational

Documents, and all of the other Transactions (and any actions required in furtherance thereof), (b) in favor of the other matters set

forth in the Merger Agreement (clauses (a) and (b) collectively, the “Company Shareholder Approval Matters”),

or if there are insufficient votes in favor of granting the approval of the Company Shareholder Approval Matters, in favor of the adjournment

or postponement of such meeting of the shareholders of the Company to a later date, (ii) in opposition to, other than as contemplated

by the Merger Agreement, (x) any material change in the present capitalization of the Company or any amendment of the Company’s

Organizational Documents, (y) any material change in the Company’s corporate structure or business or (z) any proposal, offer,

or submission with respect to an Acquisition Proposal or Alternative Transaction (“Competing Transaction”)

or the adoption of any agreement to enter into a Competing Transaction; and (iii) in any other circumstances upon which a vote, consent

or other approval with respect to the Company Shareholder Approval Matters is sought, to vote, consent or approve (or cause to be voted,

consented or approved) all of such Company Stockholder’s Subject Shares held at such time in favor of the foregoing; provided,

however, that such Company Stockholder shall not be required to vote or provide consent or take any other action, in each case

to the extent any such vote, consent or other action would preclude SEC registration of the Purchaser Common Stock being issued to holders

of Company Shares as contemplated by the Merger Agreement.

Additional Agreements.

4.1

No Challenges. Each Company Stockholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all

actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Purchaser,

Merger Sub, the Company or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin the

operation of, any provision of this Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation,

negotiation or entry into the Merger Agreement or any other agreement in connection with the Transactions.

4.2

Further Actions. Each Company Stockholder agrees, while this Agreement is in effect, not to take or omit to take, or agree to

commit to take or omit to take, any action that would make any representation and warranty of such Company Stockholder contained in this

Agreement inaccurate in any material respect. Each Company Stockholder further agrees that it shall use its reasonable best efforts to

cooperate with the Purchaser and the Company to effect the transactions contemplated hereby and the Transactions, including to take or

omit to take such actions, and execute such agreements, as may be reasonably requested by the Purchaser or the Company in connection

with the transactions contemplated hereby and the Transactions or that are necessary to give further effect thereto.

4.3

Consent to Disclosure. Each Company Stockholder hereby consents to the publication and disclosure in the Registration Statement

and the Proxy Statement (and, as and to the extent otherwise required by applicable securities Laws or the SEC or any other securities

authorities, any other documents or communications provided by the Purchaser or the Company to any Governmental Authority or to securityholders

of the Purchaser) of such Company Stockholder’s identity and beneficial ownership of the Subject Shares and the nature of such

Company Stockholder’s commitments, arrangements and understandings under and relating to this Agreement and, if deemed appropriate

by the Purchaser or the Company, a copy of this Agreement. Each Company Stockholder will promptly provide any information reasonably

requested by the Purchaser or the Company for any regulatory application or filing made or approval sought in connection with the Transactions

(including filings with the SEC).

4.4

Waiver of Dissenters’ Rights. Each Company Stockholder hereby irrevocably waives, and agrees not to exercise or assert,

any dissenters’ rights under Section 262 of the DGCL and any other similar statute in connection with the Transactions and the

Merger Agreement.

4.5

No Redemption. Each of the Company Stockholders undertakes that, from the date hereof and until the termination of this Agreement,

it will not elect to cause the Company to redeem any Subject Shares now or at any time legally or beneficially owned by such Company

Stockholder (whether pursuant to the Organizational Documents of the Company, Law, contract or otherwise, notwithstanding such Company

Stockholder may have rights thereunder), or submit or surrender any of its Subject Shares for redemption.

4.6

New Shares. In the event that prior to the Expiration Time (i) any equity securities of the Company are issued or otherwise distributed

to a Company Stockholder pursuant to any share dividend or distribution, or any change in any of the Subject Shares or other share capital

the Company by reason of any share subdivision, recapitalization, consolidation, exchange of shares or the like, (ii) a Company Stockholder

acquires legal or beneficial ownership of any Company Shares after the date of this Agreement, or (iii) a Company Stockholder acquires

the right to vote or share in the voting of any Company Shares after the date of this Agreement (collectively, the “New Securities”),

the term “Subject Shares” shall be deemed to refer to and include such New Securities (including all such share

dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged into).

4.7

Shareholders’ Consent, Authorization or Approval. Each Company Stockholder hereby irrevocably agrees and confirms

that, insofar as (i) such Company Stockholder’s consent, authorization or approval is required, or (ii) such Company Stockholder

forms part of a class of shareholders of the Company whose consent, authorization or approval is required, in any such case in respect

of or in connection with the Transactions, the Merger Agreement and the other transaction documents contemplated hereby and thereby,

including pursuant to the Organizational Documents of the Company, such Company Stockholder hereby grants, provides and gives such consent,

authorization or approval, and all specific resolutions that may be required to have been adopted by such Company Stockholder or class

of shareholders in connection with the Transactions, the Merger Agreement (as the Merger Agreement exists on the date hereof) and the

other transaction documents contemplated hereby and thereby (as such transaction documents exist on the date hereof), are hereby deemed

adopted and approved by such Company Stockholder (each as is in effect on the date hereof). For the avoidance of doubt, no Company Stockholder

is providing its consent, authorization or approval under this Section 4.7 with respect to any future amendment, modification

or supplement to the Merger Agreement or any other transaction document.

Representations and Warranties of the Company Stockholders. Each Company Stockholder hereby, severally and not jointly, represents

and warrants to the Purchaser, Merger Sub and the Company as follows:

5.1

Ownership of the Company Shares. Such Company Stockholder is either (a) the owner of the Company Shares indicated on Schedule

A hereto opposite such Company Stockholder’s name, free and clear of any and all Liens, other than (i) those created by this

Agreement or (ii) as may be set forth in the Organizational Documents of the Company or (b) has the power to vote (including, without

limitation, by proxy or power of attorney) the Company Shares indicated on Schedule A hereto opposite such Company Stockholder’s

name. Such Company Stockholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2.1

hereof, will have until the Expiration Time, sole voting power (including the right to control such vote as contemplated herein), power

of disposition, power to issue instructions with respect to the matters set forth in this Agreement and power to agree to all of the

matters applicable to such Company Stockholder set forth in this Agreement, in each case, over all Subject Shares. As of the date hereof,

such Company Stockholder does not own any other voting securities of the Company or have the power to vote (including by proxy or power

of attorney) any other voting securities of the Company other than the Company Shares set forth on Schedule A opposite such Company

Stockholder’s name. As of the date hereof, such Company Stockholder does not own any rights to purchase or acquire (i) any other

equity securities of the Company or (ii) the power to vote any other voting securities of the Company, in each case except as set forth

on Schedule A opposite such Company Stockholder’s name. There are no claims for finder’s fees or brokerage commissions

or other like payments in connection with this Agreement or the transactions contemplated hereby payable by such Company Stockholder

pursuant to arrangements made by such Company Stockholder.

5.2

Absence of Other Voting Agreement. Except for this Agreement, such Company Stockholder has not: (a) entered into any voting agreement,

voting trust or similar agreement with respect to any Subject Shares or other equity securities of the Company owned by such Company

Stockholder or (b) granted any proxy, consent or power of attorney with respect to any Subject Shares or other equity securities of the

Company owned by such Company Stockholder (other than as contemplated by this Agreement).

5.3

Due Authority. Such Company Stockholder has the full power and authority to make, enter into and carry out the terms of this Agreement.

This Agreement has been duly and validly executed and delivered by such Company Stockholder (and, if such Company Stockholder is married

and any of such Company Stockholder’s Subject Shares constitute community property or otherwise need spousal or other approval

for this Agreement to be valid and binding, such Company Stockholder’s spouse), and constitutes a valid and binding agreement of

such Company Stockholder enforceable against it in accordance with its terms (except as such enforceability may be limited by bankruptcy,

insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting

creditor’s rights, and to general equitable principles).

5.4

No Conflict; Consents.

(a)

The execution and delivery of this Agreement by such Company Stockholder does not, and the performance by such Company Stockholder of

the obligations under this Agreement and the compliance by such Company Stockholder with the provisions hereof do not and will not: (i)

conflict with or violate any Law applicable to such Company Stockholder, (ii) contravene or conflict with, or result in any violation

or breach of, any provision of any charter, certificate of incorporation, limited liability company agreement, certificate of formation,

articles of association, by-laws, operating agreement or similar formation or governing documents and instruments of such Company Stockholder,

as applicable, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would

become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation

of a Lien on any of the Subject Shares owned by such Company Stockholder pursuant to any contract or agreement to which such Company

Stockholder is a party or by which such Company Stockholder is bound, except in the case of clause (i) or (iii) as would not reasonably

be expected, either individually or in the aggregate, to materially impair the ability of such Company Stockholder to perform its obligations

hereunder or to consummate the transactions contemplated hereby.

(b)

No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other

person is required by or with respect to such Company Stockholder in connection with the execution and delivery of this Agreement or

the consummation by such Company Stockholder of the transactions contemplated hereby. If such Company Stockholder is a natural person,

no consent of such Company Stockholder’s spouse is necessary under any “community property” or other Laws in order

for such Company Stockholder to enter into and perform its obligations under this Agreement.

5.5

Absence of Litigation. As of the date hereof, there is no Action pending or, to the knowledge of such Company Stockholder, threatened,

against such Company Stockholder that would reasonably be expected to impair the ability of such Company Stockholder to perform such

Company Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby.

5.6

Reliance by the Purchaser, Merger Sub and the Company. Such Company Stockholder understands and acknowledges that each of the

Purchaser, Merger Sub and the Company is entering into the Merger Agreement in reliance upon such Company Stockholder’s execution

and delivery of this Agreement.

5.7

Company Stockholder Has Adequate Information. Such Company Stockholder is a sophisticated shareholder and has adequate information

concerning the business and financial condition of the Purchaser and the Company to make an informed decision regarding this Agreement

and the Transactions, and has independently, without reliance upon the Purchaser or the Company, and based on such information as such

Company Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Company Stockholder

acknowledges that none of the Purchaser or the Company has made or makes any representation or warranty, whether express or implied,

of any kind or character with respect to the matters covered herein, in each case except as expressly set forth in this Agreement. Such

Company Stockholder acknowledges that the agreements contained herein with respect to the Subject Shares held by such Company Stockholder

are irrevocable.

Termination. This Agreement shall terminate upon the Expiration Time. The termination of this Agreement shall not relieve any

party from any liability arising in respect of any breach of this Agreement prior to such termination.

Miscellaneous.

7.1

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.

7.2

Fees and Expenses. Each of the Parties 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 and the consummation of the transactions

contemplated hereby; provided that the fees and expenses of the Company and the Purchaser shall be allocated as set forth in Section

7.3 (Fees and Expenses) of Article VIII of the Merger Agreement.

7.3

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Purchaser or Merger Sub any direct or

indirect ownership or incidence of ownership of or with respect to any Subject Shares.

7.4

Amendments, Waivers. This Agreement may not be amended except by an instrument in writing signed by each of the Parties hereto.

At any time prior to the Expiration Time,

(a)

The Purchaser and Merger Sub may (i) extend the time for the performance of any obligation or other act of any Company Stockholder, (ii)

waive any inaccuracy in the representations and warranties of each Company Stockholder contained herein or in any document delivered

by any Company Stockholder pursuant hereto and (iii) waive compliance with any agreement of each Company Stockholder or any condition

to their obligations contained herein and any such extension or waiver shall be valid if set forth in an instrument in writing signed

by the Purchaser and Merger Sub;

(b)

the Company Stockholders may (i) extend the time for the performance of any obligation or other act of the Purchaser, Merger Sub or the

Company, (ii) waive any inaccuracy in the representations and warranties of the Purchaser, Merger Sub or the Company contained herein

or in any document delivered by the Purchaser, Merger Sub or the Company pursuant hereto and (iii) waive compliance with any agreement

of the Purchaser, Merger Sub or the Company or any condition to their obligations contained herein.

7.5

Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and

shall be deemed to have been duly given upon receipt) by delivery in person, by email or by registered or certified mail (postage prepaid,

return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified

in a notice given in accordance with this Section 7.5):

to the Purchaser:

APEX

TECH ACQUISITION INC.

13501

Katy Fwy

Houston,

TX 77079

840-244-9122

Attn:

Florence Ng, Chief Executive Officer

Email:

[●]

with

copies (which shall not constitute notice) to:

Lewis

Brisbois Bisgaard & Smith LLP

Attn:

John P. Yung, Esq.

Daniel B. Eng, Esq.

Fremont Street, Suite 3000

San

Francisco, CA 94105

Telephone

No.: (415) 362-2580

Email:

john.yung@lewisbrisbois.com

daniel.eng@lewisbrisbois.com

to the Company:

KORAI

FLIX, INC.

C/O

Northwest Registered Agent Service, Inc.

The Green, Ste B

Dover,

DE 19901

Email:

[●]

with

copies (which shall not constitute notice) to:

DLA

Piper UK LLP

20th

Floor, South Tower, Beijing Kerry Center

Guanghua Road

Chaoyang

District

Beijing

100020

China

Attn:

Yang Ge

James Chang

Telephone

No.: +86 10 8520 0616

+86

10 8520 0608

Email:

yang.ge@dlapiper.com

james.chang@dlapiper.com

to any Company Stockholder, to the address for notice set forth on Schedule A hereto,

7.6

Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect

in any way the meaning or interpretation of this Agreement.

7.7

Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule

of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so

long as the economic or legal substance of the transactions contemplated hereby or any of the other Transactions is not affected in any

manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of

being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties

as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as

originally contemplated to the fullest extent possible.

7.8

Entire Agreement; Assignment. This Agreement and the schedules hereto (together with each transaction document in connection with

the Transactions to which the Parties hereto are parties, to the extent referred to herein) constitute the entire agreement among the

Parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the

Parties, or any of them, with respect to the subject matter hereof. Except for transfers permitted by Section 2.1, this Agreement

shall not be assigned (whether pursuant to a merger, by operation of law or otherwise) by any Party without the prior express written

consent of the other Parties hereto.

7.9

Certificates. Promptly following the date of this Agreement, the Company shall advise its transfer agent in writing that each

Company Stockholder’s Subject Shares are subject to the restrictions set forth herein and, in connection therewith, provide the

transfer agent of the Company, as applicable, in writing with such information as is reasonable to ensure compliance with such restrictions.

7.10

Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party, and nothing in this Agreement,

express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under

or by reason of this Agreement.

7.11

Interpretation.

(a)

Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender, (ii) words using the singular

or plural number also include the plural or singular number, respectively, (iii) the definitions contained in this agreement are applicable

to the other grammatical forms of such terms, (iv) the terms “hereof,” “herein,” “hereby,” “hereto”

and derivative or similar words refer to this entire Agreement, (v) the terms “Section” and “Schedule” refer

to the specified Section or Schedule of or to this Agreement, (vi) the word “including” means “including without limitation,”

(vii) the word “or” shall be disjunctive but not exclusive, (viii) the word “person” means an individual, corporation,

partnership, limited partnership, limited liability company, syndicate, person (including, without limitation, a “person”

as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality

of a government, and references to a person are also to its permitted successors and assigns, (ix), an “affiliate” of a specified

person means a person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common

control with, such specified person, (x) references to agreements and other documents shall be deemed to include all subsequent amendments

and other modifications thereto and references to any Law shall include all rules and regulations promulgated thereunder and (xi) references

to any Law shall be construed as including all statutory, legal, and regulatory provisions consolidating, amending or replacing such

Law.

(b)

The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule

of strict construction shall be applied against any Party.

7.12

Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware applicable

to contracts executed in and to be performed in that State. All legal actions and proceedings arising out of or relating to this Agreement

shall be heard and determined exclusively in any federal and state courts located in the City of New York, Borough of Manhattan (the

“Specified Courts”). The Parties hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid Specified

Courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this

Agreement brought by any Party, and (b) agree not to commence any Action relating thereto except in the Specified Courts, other than

Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such Specified Courts. Each of

the Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive

any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to

assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the

transactions contemplated hereby any claim (a) that it is not personally subject to the jurisdiction of the Specified Courts for any

reason, (b) that it or its property is exempt or immune from jurisdiction of any such Specified Court or from any legal process commenced

in such Specified Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment,

execution of judgment or otherwise) and (c) that (i) the Action in any such Specified Court is brought in an inconvenient forum, (ii)

the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such Specified

Courts.

7.13

Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed

in accordance with the terms hereof, and, accordingly, that the Parties shall be entitled to an injunction or injunctions to prevent

breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in the Specified Courts without

proof of actual damages or otherwise, in addition to any other remedy to which they are entitled at law or in equity as expressly permitted

in this Agreement. Each of the Parties hereby further waives (a) any defense in any action for specific performance that a remedy at

law would be adequate and (b) any requirement under any Law to post security or a bond as a prerequisite to obtaining equitable relief.

7.14

WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE

TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR

THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY

HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER

AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED

HEREBY, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.14.

7.15

Counterparts; Electronic Delivery. This Agreement may be executed and delivered (including by facsimile or portable document format

(.pdf) 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. Delivery by email to counsel

for the other Parties of a counterpart executed by a Party shall be deemed to meet the requirements of the previous sentence.

7.16

Directors and Officers. Nothing in this Agreement shall be construed to impose any obligation or limitation on votes or actions

taken by any director, officer, employee, agent, designee or other representative of any Company Stockholder or by any Company Stockholder

that is a natural person, in each case, in his or her capacity as a director or officer of the Company or any of its Subsidiaries. Each

Company Stockholder is executing this Agreement solely in such capacity as a record or beneficial holder of Company Shares.

[Remainder

of Page Intentionally Left Blank]

witness whereof, the Parties hereto have caused this Agreement to be executed as of the date first set forth above.

THE

PURCHASER:

APEX

TECH ACQUISITION INC.

By:

Name:

Florence

Title:

Chief

Executive Officer

[Signature

page to Voting Agreement]

witness whereof, the Parties hereto have caused this Agreement to be executed as of the date first set forth above.

MERGER

SUB:

APEX

TECH MERGER SUB INC.

By:

Name:

Florence

Title:

Chief

Executive Officer

[Signature

page to Voting Agreement]

witness whereof, the Parties hereto have caused this Agreement to be executed as of the date first set forth above.

COMPANY:

KORAI

FLIX, INC.

By:

Name:

Title:

witness whereof, the Parties hereto have caused this Agreement to be executed as of the date first set forth above.

COMPANY

STOCKHOLDERS:

[●]

Schedule

Company

Stockholders

Company

Stockholder

Company

Class A Common Stock

Company

Class B Common Stock

Other

Company Stock (if any)

Address

for Notices

Total:

EX-10.2

Filename: ex10-2.htm · Sequence: 4

Exhibit

10.2

FORM

OF LOCK-UP AGREEMENT

This

Lock-Up Agreement (this “Agreement”) is dated as of [●], 2026, by and among (i) APEX Tech Acquisition Inc.,

a Cayman Islands exempted company (the “Purchaser”), (ii) Apex Innovation Acquisition Corp., a Delaware corporation,

in its capacity as the sponsor of the Purchaser and as the Purchaser Representative under the Merger Agreement (the “Sponsor”),

and (iii) the Significant Company Holder listed on the signature pages hereto (the “Shareholder”). Capitalized terms

used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS,

the Shareholder is a Significant Company Holder and owns certain shares of Company Stock, which, pursuant to the terms of the Merger

Agreement, will be converted into the right to receive shares of Purchaser Common Stock in connection with the Merger.

WHEREAS,

on the date hereof, the Purchaser, APEX Tech Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger

Sub”), the Sponsor, Korai Flix, Inc., a Delaware corporation (the “Company”), and Mr. Hongdae Lee (the “Company

Representative”) entered into that certain Agreement and Plan of Merger, dated as of October [●], 2026 (as amended, the

“Merger Agreement”), pursuant to which, upon the terms and subject to the conditions set forth therein: (a) prior

to the Effective Time, the Purchaser will continue out of the Cayman Islands and into the State of Delaware so as to re-domicile as and

become a Delaware corporation (the “Conversion”), and (b) at the Effective Time, Merger Sub will merge with and into

the Company (the “Merger”), with the Company continuing as the surviving corporation and each share of Company Stock

being converted into the right to receive the Merger Consideration (the Conversion and the Merger, together with the other transactions

contemplated by the Merger Agreement, the “Transactions”).

WHEREAS,

in connection with the Transactions, the parties hereto wish to set forth herein certain understandings between such parties with respect

to restrictions on the transfer of the shares of Purchaser Common Stock held by the Shareholder immediately after the Closing, including

the shares to be received by the Shareholder as Merger Consideration and, if applicable, the shares issued pursuant to Section 1.9(d)

of the Merger Agreement.

NOW,

THEREFORE, the parties agree as follows:

Subject to the exceptions set forth herein, the Shareholder agrees not to, without the prior written consent of the Purchaser (acting

by its board of directors) and the Sponsor, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option

to purchase or otherwise dispose of or agree 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 Securities Exchange Act of 1934, as amended

(the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, shares

of Purchaser Common Stock (the “Purchaser Shares”) or any rights, options, warrants or other securities convertible into

or exercisable or exchangeable for any Purchaser Shares (the “Purchaser Share Convertible Securities”), in each case held

by it immediately after the Closing, as well as any Purchaser Shares issuable upon the exercise of any such Purchaser Share Convertible

Securities (collectively, the “Subject Securities”), (ii) enter into any swap or other arrangement that transfers to another,

in whole or in part, any of the economic consequences of ownership of any of such Subject Securities, whether any such transaction is

to be settled by delivery of such securities, in cash or otherwise or (iii) publicly announce any intention to effect any transaction

specified in clause (i) or (ii) (the actions specified in clauses (i)-(iii), collectively, “Transfer”) for the period (the

“Lock-Up Period”) commencing on the Closing Date until, (x) with respect to the 35,000 Purchaser Shares to be issued to the

Company Representative in accordance with Section 1.9(d) of the Merger Agreement, the date that is twelve (12) months immediately after

the Closing Date, and (y) with respect to other Subject Securities, the date that is six (6) months immediately after the Closing Date;

provided that the Lock-Up Period shall expire on such earlier date on which the Purchaser completes a liquidation, merger, capital stock

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

their Purchaser Shares or other equity securities of the Purchaser for cash, securities or other property, and following which the stockholders

of the Purchaser immediately prior to such transaction cease to hold a majority of the voting power of the Purchaser or the surviving

or successor entity.

Without

limiting the generality of Section 1, during the Lock-Up Period, the Shareholder shall not, directly or indirectly, (a) pledge, hypothecate,

or grant any security interest in any Subject Securities to any person (including in connection with any margin loan or similar financing

arrangement), (b) enter into any prepaid variable forward contract, equity swap, collar, or other derivative transaction with respect

to any Subject Securities, or (c) write or purchase any put or call option or enter into any other hedging or monetization transaction

with respect to any Subject Securities. Any violation of this paragraph shall be deemed a Transfer in violation of Section 1.

2. The

restrictions set forth in Section 1 shall not apply to:

(i) if

the Shareholder is not an individual, in the case of an entity, Transfers to a shareholder,

partner, member or direct or indirect affiliate (within the meaning set forth in Rule 405

under the Securities Act) of the Shareholder;

(ii) if

the Shareholder is an individual, Transfers by gift to members of the individual’s

immediate family (as defined below) or to a trust, the beneficiary of which is the Shareholder

or a member of the Shareholder’s immediate family, or to a charitable organization;

(iii) if

the Shareholder is an individual, Transfers by virtue of laws of descent and distribution

upon death of the individual;

(iv) if

the Shareholder is an individual, Transfers pursuant to a qualified domestic relations order;

(v) if

the Shareholder is an entity, Transfers by virtue of the laws of the jurisdiction of the

entity’s organization and the entity’s organizational documents upon dissolution

of the entity;

(vi) [Reserved];

(vii) Transfers

to the Purchaser pursuant to any contractual arrangement in effect at the Effective Time

that provides for the repurchase by the Company or forfeiture of the Shareholder’s

shares in the Company or other securities convertible into or exercisable or exchangeable

for shares in the Company in connection with the termination of the Shareholder’s service

to the Company; and

(viii) Transfers

pursuant to transactions in the event of completion of a liquidation, merger, stock exchange

or other similar transactions which results in all of the Purchaser’s shareholders

having the right to exchange their Purchaser Shares for cash, securities or other property;

provided,

however, that in the case of clauses (i) through (v), these permitted transferees must enter into a written agreement, in substantially

the form of this Agreement (it being understood that any references to “immediate family” in the agreement executed by such

transferee shall expressly refer only to the immediate family of the Shareholder and not to the immediate family of the transferee),

agreeing to be bound by these Transfer restrictions. For purposes of this Section 2, “immediate family” shall mean a spouse,

domestic partner, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of the Shareholder;

and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended. The Shareholder

shall provide prior written notice to the Purchaser and the Sponsor of any Transfer made pursuant to the foregoing exceptions at least

five (5) Business Days prior to such Transfer, and any Transfer in violation of this Agreement shall be void and of no effect.

The Shareholder hereby represents and warrants that such Shareholder has full power and authority to enter into this Agreement and that

this Agreement constitutes the legal, valid and binding obligation of the Shareholder, enforceable in accordance with its terms. Upon

request, the Shareholder will execute any additional documents necessary in connection with enforcement hereof, provided that the terms

of any such additional document shall not impose any additional restrictions or obligations on the Shareholder. Any obligations of the

Shareholder shall be binding upon the successors and assigns of the Shareholder from and after the date hereof. The Shareholder further

represents and warrants that, when the Subject Securities are issued to the Shareholder, the Shareholder will have, and, except as contemplated

by Sections 1 and 2 above, will retain for the duration of the Lock-Up Period good and marketable title to its Subject Securities, free

and clear of all liens, encumbrances, and claims whatsoever (other than arising or as expressly permitted under this Agreement or under

applicable securities laws)

This Agreement constitutes the entire agreement and understanding of the parties in respect of the subject matter hereof and supersedes

all prior understandings, agreements or representations by or among the parties, written or oral, to the extent they relate in any way

to the subject matter hereof or the transactions contemplated hereby. This Agreement may not be changed, amended, modified or waived

(other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all of the parties

(including, for the avoidance of doubt, the Purchaser); and no waiver of, or consent to departure from, any provision of this Agreement

shall be effective unless in writing and signed by the Purchaser and the Sponsor.

No party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written consent

of the other parties. Any purported assignment in violation of this Section 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 Shareholder and each of its respective

successors, heirs and assigns and permitted transferees.

The Shareholder hereby authorizes the Purchaser to cause its transfer agent to decline to transfer, and to note stop-transfer restrictions

on the stock register and other records relating to, the Subject Securities for which the Shareholder is the record holder, and, in the

case of Subject Securities for which the Shareholder is the beneficial but not the record holder, the Shareholder agrees to cause the

record holder of such Subject Securities to cause the transfer agent to decline to transfer, and to note stop-transfer restrictions on

the stock register and other records relating to, such Subject Securities, in each case to the extent consistent with and for the period

of the restrictions on transfer contemplated by this Agreement. The Purchaser shall cause each certificate (or book-entry position) representing

any Subject Securities to be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES

REPRESENTED HEREBY ARE SUBJECT TO A LOCK-UP AGREEMENT THAT RESTRICTS THE TRANSFER OF SUCH SECURITIES. A COPY OF SUCH AGREEMENT MAY BE

OBTAINED FROM THE SECRETARY OF THE ISSUER.”

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect

to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Section 9.4 (Governing

Law; Jurisdiction) of the Merger Agreement shall apply mutatis mutandis hereunder.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AND ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED

ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION,

PERFORMANCE OR ENFORCEMENT HEREOF.

The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement were not performed in accordance

with the terms hereof, and that the parties shall be entitled to specific performance of the terms hereof in addition to any other remedy

at law or in equity, including injunctive relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions

hereof, in each case without the necessity of proving actual damages or posting any bond or other security.

10.

This Agreement shall become effective as of the Closing and shall terminate upon expiration of the Lock-Up Period.

11.

This Agreement may be executed and delivered (including by facsimile or portable document format (.pdf) 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. Delivery by email to counsel for the other parties of a

counterpart executed by a party shall be deemed to meet the requirements of the previous sentence.

[remainder

of page intentionally left blank]

SIGNIFICANT

COMPANY HOLDER:

[NAME

OF SIGNIFICANT COMPANY HOLDER]

By:

Name:

Title:

Address:

[Signature

Page to Lock-up Agreement]

PURCHASER:

APEX

TECH ACQUISITION INC.

By:

Name:

Florence

Title:

Chief

Executive Officer

Address:

13501 Katy Freeway, Houston, TX 77079

[Signature

Page to Lock-up Agreement]

SPONSOR:

APEX

INNOVATION ACQUISITION CORP.

By:

Name:

Shaoren

Liu

Title:

Director

Address:

13501 Katy Freeway, Houston, TX 77079

[Signature

Page to Lock-up Agreement]

EX-10.3

Filename: ex10-3.htm · Sequence: 5

Exhibit

10.3

FORM

OF SPONSOR SUPPORT AGREEMENT

This

Sponsor Support Agreement (this “Agreement”) is made and entered into as of [●], 2026, by and among (i)

APEX Tech Acquisition Inc., a Cayman Islands exempted company (the “Purchaser”), (ii) Korai Flix, Inc., a Delaware

corporation (the “Company”), and (iii) Apex Innovation Acquisition Corp., a Delaware corporation (the “Sponsor”).

The Purchaser, the Company and the Sponsor are sometimes referred to herein as a “Party” and collectively as

the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed

to such terms in the Merger Agreement (as defined below).

RECITALS

On [●], 2026, the Purchaser, APEX Tech Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger

Sub”), the Sponsor, as the Purchaser Representative, Hongdae Lee, as the Company Representative, and the Company entered

into an Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”), pursuant to which,

upon the terms and subject to the conditions set forth therein: (a) prior to the Effective Time, the Purchaser will continue out of the

Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation (the “Conversion”),

and (b) at the Effective Time, Merger Sub will merge with and into the Company (the “Merger”), with the Company

continuing as the surviving corporation and each share of Company Stock being converted into the right to receive the Merger Consideration

(the Conversion and the Merger, together with the other transactions contemplated by the Merger Agreement, the “Transactions”).

The Sponsor agrees to enter into this Agreement with respect to all Purchaser Ordinary Shares and other Purchaser Securities of which

the Sponsor now or hereafter has beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act) and/or record ownership.

As of the date hereof, the Sponsor is the owner of, and/or has voting power (including, without limitation, by proxy or power of attorney)

over, the Purchaser Securities set forth opposite the Sponsor’s name on Schedule A attached hereto (all such Purchaser Securities,

together with any other Purchaser Securities of which beneficial and/or record ownership and/or the power to vote (including, without

limitation, by proxy or power of attorney) is hereafter acquired by the Sponsor (or any securities convertible into or exercisable or

exchangeable for Purchaser Ordinary Shares) during the period from the date hereof through the Expiration Time are collectively referred

to herein as the “Subject Shares”).

As a condition to the willingness of the Purchaser and the Company to enter into the Merger Agreement and as an inducement and in consideration

therefor, the Sponsor has agreed to enter into this Agreement.

Each of the Parties has determined that it is in its best interest to enter into this Agreement.

NOW,

THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below

and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending

to be legally bound, do hereby agree as follows:

Definitions. When used in this Agreement, the following terms in all of their tenses, cases and correlative forms shall have the

meanings assigned to them in this Section 1 or elsewhere in this Agreement.

“Expiration

Time” shall mean the earliest to occur of (a) the Effective Time, (b) such date and time as the Merger Agreement shall

be terminated in accordance with Section 7.1 (Termination) of Article VII thereof and (c) the mutual written agreement of the Purchaser,

the Company and the Sponsor.

“Transfer”

shall mean any sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, or entry into any contract,

agreement, option or other arrangement or understanding with respect to any sale, assignment, encumbrance, pledge, hypothecation, disposition,

loan or other transfer, in each case directly or indirectly and voluntarily or involuntarily, of any interest owned by a person or any

interest (including a beneficial interest) in, or the ownership, control or possession of, any interest owned by a person, excluding

entry into this Agreement, the Merger Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby

and thereby.

Agreement to Retain the Subject Shares.

2.1

No Transfer of Subject Shares. Until the Expiration Time, the Sponsor agrees not to (x) Transfer any Subject Shares or (y) deposit

any Subject Shares into a voting trust or enter into a voting agreement with respect to any Subject Shares or grant any proxy (except

as otherwise provided herein), consent or power of attorney with respect thereto (other than pursuant to this Agreement). Notwithstanding

the foregoing, (A) the Sponsor may Transfer any Subject Shares to any partner, member, shareholder, or affiliate of the Sponsor in accordance

with the terms of the Organizational Documents of the Purchaser, and (B) the Sponsor may Transfer any Subject Shares upon the consent

of the Company; provided, that in each case such transferee of such Subject Shares evidences in a writing, in form and substance reasonably

satisfactory to the Purchaser and the Company, such transferee’s agreement to be bound by and subject to all of the terms and provisions

hereof to the same effect as the Sponsor, prior and as a condition to the occurrence of such Transfer.

2.2

Additional Purchases. Until the Expiration Time, the Sponsor agrees that any Subject Shares that the Sponsor purchases, that are

issued to the Sponsor by the Purchaser, that are otherwise hereinafter acquired by the Sponsor or with respect to which the Sponsor otherwise

acquires sole or shared voting power (including by proxy or power of attorney) after the execution of this Agreement and prior to the

Expiration Time, shall in each case be subject to the terms and conditions of this Agreement to the same extent as if they were Subject

Shares owned by the Sponsor as of the date hereof. The Sponsor agrees, while this Agreement is in effect, to notify the Purchaser and

the Company promptly in writing (including by e-mail) of the number of any additional Subject Shares acquired, or over which voting power

is acquired, by the Sponsor, if any, after the date hereof.

2.3

Unpermitted Transfers. Any Transfer or attempted Transfer of any Subject Shares in violation of this Section 2.1 shall, to the

fullest extent permitted by applicable Law, be null and void ab initio.

Voting of Subject Shares. Hereafter until the Expiration Time, the Sponsor hereby unconditionally and irrevocably agrees that,

at any meeting of the shareholders of the Purchaser (including the Purchaser Special Meeting) (or any adjournment or postponement thereof),

and in any action by written consent of the shareholders of the Purchaser permitted by the Organizational Documents of the Purchaser

or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event not

later than two (2) Business Days, after the Purchaser requests such delivery), the Sponsor shall: if a meeting is held, attend and appear

at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing

a quorum, and the Sponsor shall vote all of the Subject Shares to which the Sponsor has sole or shared voting power and is entitled to

vote; and/or if a written consent or approval is requested, duly and promptly execute and provide such written consent or approval (or

cause to be voted or so consented or approved), in person or by proxy, in respect of all of its Subject Shares: (i) in favor of (a) the

Conversion, the Merger, the Merger Agreement, the Ancillary Documents, the adoption of the Conversion Organizational Documents and the

Amended Purchaser Organizational Documents, and all of the other Transactions (and any actions required in furtherance thereof), (b)

the other matters set forth in the Merger Agreement, including the Purchaser Shareholder Approval Matters, or if there are insufficient

votes in favor of granting the approval of the matters described in the foregoing clauses (a) and (b), in favor of the adjournment or

postponement of such meeting of the shareholders of the Purchaser to a later date, (ii) in opposition to, other than as contemplated

by the Merger Agreement, (x) any material change in the present capitalization of the Purchaser or any amendment of the Purchaser’s

Organizational Documents, (y) any material change in the Purchaser’s corporate structure or business or (z) any proposal, offer,

or submission with respect to an Acquisition Proposal or Alternative Transaction (“Competing Transaction”) or the adoption

of any agreement to enter into a Competing Transaction; and (iii) in any other circumstances upon which a vote, consent or other approval

with respect to the matters described in the foregoing clause (i) is sought, to vote, consent or approve (or cause to be voted, consented

or approved) all of the Sponsor’s Subject Shares held at such time in favor of the foregoing; provided, however, that the Sponsor

shall not be required to vote or provide consent or take any other action, in each case to the extent any such vote, consent or other

action would preclude SEC registration of the Purchaser Common Stock being issued to the Company Stockholders as contemplated by the

Merger Agreement.

Additional Agreements.

4.1

No Challenges. The Sponsor agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary

to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Purchaser, Merger Sub, the

Company or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin the operation of, any

provision of this Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation

or entry into the Merger Agreement or any other agreement in connection with the Transactions.

4.2

Further Actions. The Sponsor agrees, while this Agreement is in effect, not to take or omit to take, or agree to commit to take

or omit to take, any action that would make any representation and warranty of the Sponsor contained in this Agreement inaccurate in

any material respect. The Sponsor further agrees that it shall use its reasonable best efforts to cooperate with the Purchaser and the

Company to effect the transactions contemplated hereby and the Transactions, including to take or omit to take such actions, and execute

such agreements, as may be reasonably requested by the Purchaser or the Company in connection with the transactions contemplated hereby

and the Transactions or that are necessary to give further effect thereto.

4.3

Consent to Disclosure. The Sponsor hereby consents to the publication and disclosure in the Registration Statement and the Proxy

Statement (and, as and to the extent otherwise required by applicable securities Laws or the SEC or any other securities authorities,

any other documents or communications provided by the Purchaser or the Company to any Governmental Authority or to securityholders of

the Purchaser) of the Sponsor’s identity and beneficial ownership of the Subject Shares and the nature of the Sponsor’s commitments,

arrangements and understandings under and relating to this Agreement and, if deemed appropriate by the Purchaser or the Company, a copy

of this Agreement. The Sponsor will promptly provide any information reasonably requested by the Purchaser or the Company for any regulatory

application or filing made or approval sought in connection with the Transactions (including filings with the SEC).

4.4

Waiver of Appraisal and Dissenters’ Rights. The Sponsor hereby irrevocably waives, and agrees not to exercise or assert,

any appraisal rights, dissenters’ rights or similar rights under Section 262 of the Delaware General Corporation Law, Section 238

of the Companies Act (Revised) of the Cayman Islands and any other similar statute in connection with the Conversion, the Merger, the

other Transactions and the Merger Agreement.

4.5

No Redemption. The Sponsor undertakes that, from the date hereof and until the termination of this Agreement, it will not elect

to cause the Purchaser to redeem any Subject Shares now or at any time legally or beneficially owned by the Sponsor (whether pursuant

to the Organizational Documents of the Purchaser, Law, contract or otherwise, notwithstanding the Sponsor may have rights thereunder),

or submit or surrender any of its Subject Shares for redemption.

4.6

New Shares. In the event that prior to the Expiration Time (i) any equity securities of the Purchaser are issued or otherwise

distributed to the Sponsor pursuant to any share dividend or distribution, or any change in any of the Subject Shares or other share

capital of the Purchaser by reason of any share subdivision, recapitalization, consolidation, exchange of shares or the like, (ii) the

Sponsor acquires legal or beneficial ownership of any Purchaser Ordinary Shares or other Purchaser Securities after the date of this

Agreement, or (iii) the Sponsor acquires the right to vote or share in the voting of any Purchaser Ordinary Shares or other Purchaser

Securities after the date of this Agreement (collectively, the “New Securities”), the term “Subject Shares”

shall be deemed to refer to and include such New Securities (including all such share dividends and distributions and any securities

into which or for which any or all of the Subject Shares may be changed or exchanged into).

4.7

Stockholders’ Consent, Authorization or Approval. The Sponsor hereby irrevocably agrees and confirms that, insofar

as (i) the Sponsor’s consent, authorization or approval is required, or (ii) the Sponsor forms part of a class of shareholders

of the Purchaser whose consent, authorization or approval is required, in any such case in respect of or in connection with the Transactions,

the Merger Agreement and the other transaction documents contemplated hereby and thereby, including pursuant to the Organizational Documents

of the Purchaser, the Sponsor hereby grants, provides and gives such consent, authorization or approval, and all specific resolutions

that may be required to have been adopted by the Sponsor or such class of shareholders in connection with the Transactions, the Merger

Agreement (as the Merger Agreement exists on the date hereof) and the other transaction documents contemplated hereby and thereby (as

such transaction documents exist on the date hereof), are hereby deemed adopted and approved by the Sponsor (each as is in effect on

the date hereof). For the avoidance of doubt, no shareholder is providing its consent, authorization or approval under this Section 4.7

with respect to any future amendment, modification or supplement to the Merger Agreement or any other transaction document.

Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to the Purchaser and the Company as

follows:

5.1

Ownership of the Purchaser Securities. The Sponsor is either (a) the owner of the Purchaser Securities indicated on Schedule

A, free and clear of any and all Liens, other than (i) those created by this Agreement or (ii) as may be set forth in the Organizational

Documents of the Purchaser or (b) has the power to vote (including, without limitation, by proxy or power of attorney) the Purchaser

Securities indicated on Schedule A. The Sponsor has as of the date hereof and, except pursuant to a Transfer permitted in accordance

with Section 2.1 hereof, will have until the Expiration Time, sole voting power (including the right to control such vote as contemplated

herein), power of disposition, power to issue instructions with respect to the matters set forth in this Agreement and power to agree

to all of the matters applicable to the Sponsor set forth in this Agreement, in each case, over all Subject Shares. As of the date hereof,

the Sponsor does not own any other voting securities of the Purchaser or have the power to vote (including by proxy or power of attorney)

any other voting securities of the Purchaser other than the Purchaser Securities set forth on Schedule A. Except as disclosed

in the Purchaser Disclosure Schedules and/or the SEC Reports, as of the date hereof, the Sponsor does not own any rights to purchase

or acquire (i) any other equity securities of the Purchaser or (ii) the power to vote any other voting securities of the Purchaser, in

each case except as set forth on Schedule A. Except as disclosed in the Purchaser Disclosure Schedules and/or the SEC Reports,

there are no claims for finder’s fees or brokerage commissions or other like payments in connection with this Agreement or the

transactions contemplated hereby payable by the Sponsor pursuant to arrangements made by the Sponsor.

5.2

Absence of Other Voting Agreement. Except as disclosed in the Purchaser Disclosure Schedules and/or the SEC Reports, and except

for this Agreement, the Sponsor has not: (a) entered into any voting agreement, voting trust or similar agreement with respect to any

Subject Shares or other equity securities of the Purchaser owned by the Sponsor or (b) granted any proxy, consent or power of attorney

with respect to any Subject Shares or other equity securities of the Purchaser owned by the Sponsor (other than as contemplated by this

Agreement).

5.3

Due Authority. The Sponsor has the full power and authority to make, enter into and carry out the terms of this Agreement. This

Agreement has been duly and validly executed and delivered by the Sponsor, and constitutes a valid and binding agreement of the Sponsor

enforceable against it in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent

transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights,

and to general equitable principles).

5.4

No Conflict; Consents.

(a)

The execution and delivery of this Agreement by the Sponsor does not, and the performance by the Sponsor of the obligations under this

Agreement and the compliance by the Sponsor with the provisions hereof do not and will not: (i) conflict with or violate any Law applicable

to the Sponsor, (ii) contravene or conflict with, or result in any violation or breach of, any provision of any charter, certificate

of incorporation, limited liability company agreement, certificate of formation, articles of association, by-laws, operating agreement

or similar formation or governing documents and instruments of the Sponsor, as applicable, or (iii) result in any breach of or constitute

a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination,

amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Subject Shares owned by the Sponsor pursuant

to any contract or agreement to which the Sponsor is a party or by which the Sponsor is bound, except in the case of clause (i) or (iii)

as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Sponsor to perform

its obligations hereunder or to consummate the transactions contemplated hereby.

(b)

No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other

person is required by or with respect to the Sponsor in connection with the execution and delivery of this Agreement or the consummation

by the Sponsor of the transactions contemplated hereby.

5.5

Absence of Litigation. As of the date hereof, there is no Action pending or, to the knowledge of the Sponsor, threatened, against

the Sponsor that would reasonably be expected to impair the ability of the Sponsor to perform the Sponsor’s obligations hereunder

or to consummate the transactions contemplated hereby.

5.6

Reliance by the Purchaser and the Company. The Sponsor understands and acknowledges that each of the Purchaser and the Company

is entering into the Merger Agreement in reliance upon the Sponsor’s execution and delivery of this Agreement.

5.7

The Sponsor Has Adequate Information. The Sponsor is a sophisticated shareholder and has adequate information concerning the business

and financial condition of the Purchaser and the Company to make an informed decision regarding this Agreement and the Transactions,

and has independently, without reliance upon the Purchaser or the Company, and based on such information as the Sponsor has deemed appropriate,

made its own analysis and decision to enter into this Agreement. The Sponsor acknowledges that none of the Purchaser or the Company has

made or makes any representation or warranty, whether express or implied, of any kind or character with respect to the matters covered

herein, in each case except as expressly set forth in this Agreement. The Sponsor acknowledges that the agreements contained herein with

respect to the Subject Shares held by the Sponsor are irrevocable.

Termination. This Agreement shall terminate upon the Expiration Time. The termination of this Agreement shall not relieve any

party from any liability arising in respect of any willful and material breach of this Agreement prior to such termination.

Miscellaneous.

7.1

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.

7.2

Fees and Expenses. Each of the Parties 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 and the consummation of the transactions

contemplated hereby; provided that the fees and expenses of the Company and the Purchaser shall be allocated as set forth in Section

7.3 (Fees and Expenses) of the Merger Agreement.

7.3

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Company or the Purchaser any direct

or indirect ownership or incidence of ownership of or with respect to any Subject Shares.

7.4

Amendments, Waivers. This Agreement may not be amended except by an instrument in writing signed by each of the Parties hereto.

At any time prior to the Expiration Time,

(a)

the Purchaser may (i) extend the time for the performance of any obligation or other act of the Sponsor, (ii) waive any inaccuracy in

the representations and warranties of the Sponsor contained herein or in any document delivered by the Sponsor pursuant hereto and (iii)

waive compliance with any agreement of the Sponsor or any condition to their obligations contained herein and any such extension or waiver

shall be valid if set forth in an instrument in writing signed by the Purchaser;

(b)

the Sponsor may (i) extend the time for the performance of any obligation or other act of the Purchaser or the Company, (ii) waive any

inaccuracy in the representations and warranties of the Purchaser or the Company contained herein or in any document delivered by the

Purchaser or the Company pursuant hereto and (iii) waive compliance with any agreement of the Purchaser or the Company or any condition

to their obligations contained herein.

7.5

Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and

shall be deemed to have been duly given upon receipt) by delivery in person, by email or by registered or certified mail (postage prepaid,

return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified

in a notice given in accordance with this Section 7.5):

to the Purchaser:

APEX

TECH ACQUISITION INC.

13501 Katy Fwy

Houston, TX 77079

Telephone No.: 840-244-9122

Attn: Florence Ng, Chief Executive Officer

Email: florence@apextech-inc.com

with

copies (which shall not constitute notice) to:

Lewis

Brisbois Bisgaard & Smith LLP

Attn: John P. Yung, Esq.

Daniel B. Eng, Esq.

45 Fremont Street, Suite 3000

San Francisco, CA 94105

Telephone No.: (415) 362-2580

Email: john.yung@lewisbrisbois.com

daniel.eng@lewisbrisbois.com

to the Company:

KORAI

FLIX, INC.

c/o Northwest Registered Agent Service, Inc.

8 The Green, Ste B

Dover, DE 19901

with

copies (which shall not constitute notice) to:

DLA

Piper UK LLP

Attn: Yang Ge, Esq.

James

Chang, Esq.

20th Floor, South Tower, Kerry Center

No. 1 Guanghua Road, Chaoyang District

Beijing China 100020

Telephone

No.: 86-10-8520-0616

Email: Yang.Ge@dlapiper.com

James.Chang@dlapiper.com

to the Sponsor, to the address for notice set forth on Schedule A hereto.

7.6

Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect

in any way the meaning or interpretation of this Agreement.

7.7

Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule

of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so

long as the economic or legal substance of the transactions contemplated hereby or any of the other Transactions is not affected in any

manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of

being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties

as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as

originally contemplated to the fullest extent possible.

7.8

Entire Agreement; Assignment. This Agreement and the schedules hereto (together with each transaction document in connection with

the Transactions to which the Parties hereto are parties, to the extent referred to herein) constitute the entire agreement among the

Parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the

Parties, or any of them, with respect to the subject matter hereof. Except for transfers permitted by Section 2.1, this Agreement

shall not be assigned (whether pursuant to a merger, by operation of law or otherwise) by any Party without the prior express written

consent of the other Parties hereto.

7.9

Certificates. Promptly following the date of this Agreement, the Purchaser shall advise its transfer agent in writing that the

Subject Shares are subject to the restrictions set forth herein and, in connection therewith, provide the transfer agent of the Purchaser,

as applicable, in writing with such information as is reasonable to ensure compliance with such restrictions.