Form 8-K

8-K — Newbury Street II Acquisition Corp

Accession: 0001213900-26-090994

Filed: 2026-08-18

Period: 2026-08-17

CIK: 0002028027

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0301294-8k425_newbury2.htm (Primary)

EX-1.1 — AMENDMENT TO UNDERWRITING AGREEMENT, DATED AS OF AUGUST 17, 2026, BY AND BETWEEN NEWBURY STREET II ACQUISITION CORP AND BTIG, LLC (ea030129401ex1-1.htm)

EX-2.1 — AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 17, 2026, BY AND AMONG NEWBURY STREET II ACQUISITION CORP, HUGO MERGER SUB INC. AND FORT ROBOTICS, INC (ea030129401ex2-1.htm)

EX-10.1 — FORM OF VOTING AND SUPPORT AGREEMENT, DATED AS OF AUGUST 17, 2026, BY AND AMONG NEWBURY STREET II ACQUISITION CORP, FORT ROBOTICS, INC. AND CERTAIN HOLDERS OF FORT ROBOTICS, INC. CAPITAL STOCK (ea030129401ex10-1.htm)

EX-10.2 — FORM OF LOCK-UP AGREEMENT, DATED AS OF AUGUST 17, 2026, BY AND BETWEEN NEWBURY STREET II ACQUISITION CORP AND CERTAIN HOLDERS OF FORT ROBOTICS, INC. CAPITAL STOCK (ea030129401ex10-2.htm)

EX-10.3 — FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT, DATED AS OF AUGUST 17, 2026, BY AND AMONG NEWBURY STREET II ACQUISITION CORP, FORT ROBOTICS, INC. AND THE MANAGEMENT TEAM OF FORT ROBOTICS, INC (ea030129401ex10-3.htm)

EX-10.4 — FORM OF REGISTRATION RIGHTS AGREEMENT (ea030129401ex10-4.htm)

EX-10.5 — INSIDER LETTER AMENDMENT, DATED AS OF AUGUST 17, 2026, BY AND AMONG NEWBURY STREET II ACQUISITION CORP, NEWBURY STREET II ACQUISITION SPONSOR LLC, FORT ROBOTICS, INC., AND OTHER PARTIES THERETO (ea030129401ex10-5.htm)

EX-10.6 — SPONSOR LETTER AGREEMENT, DATED AS OF AUGUST 17, 2026, BY AND AMONG NEWBURY STREET II ACQUISITION CORP, NEWBURY STREET II ACQUISITION SPONSOR LLC AND FORT ROBOTICS, INC (ea030129401ex10-6.htm)

EX-10.7 — SPONSOR SUPPORT AGREEMENT, DATED AS OF AUGUST 17, 2026, BY AND AMONG NEWBURY STREET II ACQUISITION CORP, NEWBURY STREET II ACQUISITION SPONSOR LLC AND FORT ROBOTICS, INC (ea030129401ex10-7.htm)

EX-10.8 — FORM OF PIPE SUBSCRIPTION AGREEMENT, DATED AS OF AUGUST 17, 2026, BY AND AMONG NEWBURY STREET II ACQUISITION CORP AND CERTAIN INVESTORS PARTY THERETO (ea030129401ex10-8.htm)

EX-99.1 — INVESTOR PRESENTATION, DATED AUGUST 2026 (ea030129401ex99-1.htm)

EX-99.2 — PRESS RELEASE, DATED AUGUST 18, 2026 (ea030129401ex99-2.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event

reported): August 17, 2026

NEWBURY STREET II ACQUISITION CORP

(Exact name of registrant as specified in its charter)

Cayman Islands

001-42391

98-1797287

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

121 High Street, Floor 3

Boston, Massachusetts

02110

(Address of principal executive offices, including

zip code)

Registrant’s telephone number, including

area code: (617) 334-2805

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of

the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant

NTWOU

The

Nasdaq Stock Market LLC

Class A ordinary shares, par value $0.0001 per share

NTWO

The

Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share

NTWOW

The

Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an

emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

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

Item 1.01 Entry Into a Material Definitive Agreement.

Merger Agreement

This section describes certain

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 Merger Agreement, a copy of which is attached hereto as

Exhibit 2.1. Shareholders of Newbury Street II Acquisition Corp and other interested parties are urged to read the Merger Agreement in

its entirety. Unless otherwise defined herein, the capitalized terms used below have the meanings given to them in the Merger Agreement.

General Terms and Effects; Merger Consideration

On August 17, 2026, Newbury Street II Acquisition Corp, a Cayman

Islands exempted company (together with its successors, including after the Domestication (as defined below), “Newbury Street

II” or “SPAC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)

with (i) Hugo Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Newbury Street II (“Merger Sub”),

and (ii) Fort Robotics, Inc., a Delaware corporation (“Fort Robotics” or the “Company”).

Pursuant to the Merger Agreement, subject to the terms and conditions

set forth therein, (i) prior to the closing (the “Closing”) of the transactions contemplated by the Merger Agreement

(the “Transactions”), Newbury Street II will transfer by way of continuation out of the Cayman Islands and into

the State of Delaware and domesticate as a Delaware corporation (the “Domestication”), (ii) at the Closing,

Merger Sub will merge with and into Fort Robotics (the “Merger”), with Fort Robotics surviving such merger as

a wholly-owned subsidiary of Newbury Street II (the “Surviving Corporation”), and (iii) as a result of the Merger,

all of the issued and outstanding capital stock of Fort Robotics as of immediately prior to the effective time of the Merger will be cancelled

and shall cease to exist, in exchange for the right of each Fort Robotics stockholder to receive its pro rata share of the Stockholder

Merger Consideration (as defined below), all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance

with applicable law.

The Merger Agreement

provides that the total consideration received by Fort Robotics security holders from Newbury Street II at the Closing will be a

number of shares of Newbury Street II common stock with an aggregate value equal to the sum of (i) Five Hundred Million Dollars

($500,000,000) (the “Merger Consideration” and such shares, the “Merger Consideration

Shares”), with each share of Newbury Street II common stock valued at $10.00 (the total portion of the Merger

Consideration amount payable to all Fort Robotics stockholders in accordance with the Merger Agreement is also referred to as the

“Stockholder Merger Consideration”) plus (ii) the aggregate amount of the Permitted Company SAFE

Conversion Amounts, with the holders of Fort Robotics’ Simple Agreements for Future Equity entered into during the Interim

Period (the “Permitted Company SAFEs”) receiving, if any, in full settlement for the conversion and

cancellation of each such Permitted Company SAFE, a number of shares of Newbury Street II common stock determined in accordance with

the terms of such Permitted Company SAFEs.

Each outstanding Company Option,

whether vested or unvested, will be assumed by Newbury Street II and automatically converted into an option for shares of Newbury Street

II common stock. All Fort Robotics convertible securities (other than the Company Options and certain outstanding warrants) outstanding

and not exercised or converted prior to the Closing will be terminated as of the Closing.

Representations and Warranties

The Merger Agreement contains customary representations and warranties

made by each of Newbury Street II and Fort Robotics. Certain of the representations and warranties are qualified by materiality or Material

Adverse Effect, as well as information provided in the disclosure schedules to the Merger Agreement. As used in the Merger Agreement,

“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 (i) upon the business, assets,

liabilities, results of operations or condition (financial or otherwise) of such person and its subsidiaries, taken as a whole, or (ii)

the ability of such person or any of its subsidiaries on a timely basis to consummate the Transactions, subject to customary exceptions

with respect to clause (i) above.

No 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 those relating to: (i)

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

business; (iii) the provision of financial statements by Fort Robotics to Newbury Street II; (iv) Newbury Street II’s public filings;

(v) no insider trading; (vi) notifications of certain breaches, consent requirements or other matters; (vii) efforts to consummate the

Closing; (viii) tax matters; (ix) further assurances; (x) public announcements; and (xi) confidentiality.

Each party also agreed during the

Interim Period not to solicit or enter into a competing alternative transaction in accordance with customary terms and provisions set

forth in the Merger Agreement.

The Merger Agreement also contains

certain customary post-Closing covenants regarding (a) maintenance of books and records; (b) indemnification of directors and officers

and the purchase of directors’ and officers’ tail liability insurance; and (c) use of trust account proceeds.

The parties made customary covenants regarding the registration statement

on Form S-4 to be filed by Newbury Street II and Fort Robotics (as amended or supplemented from time to time, the “Registration

Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities

Act of 1933, as amended (the “Securities Act”), to register the shares of Newbury Street II common stock to

be issued as Merger Consideration Shares and the securities of Newbury Street II deemed reissued in the Domestication. The Registration

Statement also will contain Newbury Street II’s proxy statement to solicit proxies from Newbury Street II’s shareholders to

approve, at an extraordinary general meeting of Newbury Street II’s shareholders to be called and held for such purpose among other

things, (i) the Merger Agreement and the Transactions, including the Merger and the Domestication; (ii) to the extent required by Nasdaq,

the issuance of any shares in connection with the Transaction Financing (as defined below), including the approval of the issuance of

more than 20% of the issued and outstanding Newbury Street II common stock; (iii) the Domestication, including the adoption of new organizational

documents of Newbury Street II following the Domestication; (iv) the change of name of Newbury Street II Acquisition Corp to “Fort

Robotics Holdings, Inc.” and the adoption and approval of the amended and restated organizational documents of Newbury Street II;

(v) the adoption and approval of a new equity incentive plan of the Surviving Corporation; (vi) the appointment of the members of the

post-Closing board of directors of Newbury Street II; and (vii) such other matters as Fort Robotics and Newbury Street II may mutually

determine to be necessary or appropriate in order to effect the Merger, the Domestication and the other transactions contemplated by the

Merger Agreement and (viii) the approval and adoption of the Insider Letter Agreement (as defined below);.

In addition, Fort Robotics agreed that as promptly as practicable after

the Registration Statement has become effective, the requisite vote of Fort Robotics stockholders, by resolutions duly adopted at a meeting

of the Fort Robotics’ stockholders or by unanimous written consent, shall have authorized, approved and consented to, the execution,

delivery and performance of the Merger Agreement and each of the Ancillary Documents to which Fort Robotics is or is required to be a

party or bound, and the consummation of the Transactions, including the Mergers and the Domestication.

The parties agreed that the post-Closing

board of directors will consist of at least five but not more than seven individuals, with such number to be mutually agreed by Newbury

Street II and Fort Robotics. The post-Closing board will include (i) two persons designated by Newbury Street II prior to the Closing,

at least one of whom will qualify as independent under Nasdaq (or, if applicable, NYSE) rules, (ii) three persons designated by Fort Robotics

prior to the Closing, at least two of whom will be required to qualify as independent under Nasdaq (or, if applicable, NYSE) rules, and

(iii) up to an additional two persons as mutually agreed by Newbury Street II and Fort Robotics. The post-Closing board will serve staggered

terms divided into three classes.

During the Interim Period,

Newbury Street II may enter into financing agreements with potential investors (whether structured as a private placement of common equity,

convertible preferred equity, convertible debt or other securities convertible into or that have the right to acquire common equity, as

trust account non-redemption or backstop arrangements or otherwise), in each case with the prior consent of Fort Robotics and on terms

mutually agreeable to Fort Robotics and Newbury Street II, acting reasonably (an “Additional Transaction Financing”,

together with the Initial PIPE Investment (as defined below), a “Transaction Financing”). During the Interim

Period, Fort Robotics may enter into the Permitted Company SAFEs in a form in compliance with the Merger Agreement.

Conditions to Closing

The Merger Agreement contains customary conditions to Closing, including

the following mutual conditions of the parties (unless waived): (i) approval of the shareholders of Newbury Street II; (ii) approval of

the stockholders of Fort Robotics; (iii) approvals of any required governmental authorities and completion of the HSR Act expiration periods;

(iv) no law preventing the Transactions; (v) the Registration Statement having been declared effective by the SEC; (vi) conditional approval

for listing on Nasdaq or NYSE of the Newbury Street II common stock to be issued in connection with the Transactions; and (vii) consummation

of Domestication.

In addition, unless waived by Fort Robotics, the obligations of Fort

Robotics to consummate the Transactions are subject to the satisfaction of additional Closing conditions, in addition to the delivery

by Newbury Street II of customary certificates and other Closing deliverables: (i) (a) the fundamental representations and warranties

of Newbury Street II being true and correct in all material respects on and as of the date of the Merger Agreement and as of the date

of the Closing, except to the extent made as of a particular date (subject to certain materiality qualifiers); (b) subject to certain

exceptions, all the other representations and warranties of Newbury Street II being true and correct (without giving effect to any limitation

as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) in all respects

on and as of the date of the Merger Agreement and as of the date of the Closing, except where the failure of such representations and

warranties to be true and correct, individually or in the aggregate has not had and would not reasonably be expected to have a Material

Adverse Effect on, or with respect to, Newbury Street II; (ii) Newbury Street II 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 by it on or prior to the date of the Closing and (iii) the absence of any Material Adverse Effect with respect to Newbury Street

II since the date of the Merger Agreement which is continuing and uncured.

Unless waived by Newbury Street II, the obligations of Newbury Street

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

to the delivery by Fort Robotics of customary certificates and other Closing deliverables and ancillary documents: (i) (a) the fundamental

representations and warranties of Fort Robotics being true and correct in all material respects on and as of the date of the Merger Agreement

and as of the date of the Closing, except to the extent made as of a particular date (subject to certain materiality qualifiers); (b)

subject to certain exceptions, all the other representations and warranties of Fort Robotics being true and correct (without giving effect

to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein)

in all respects on and as of the date of the Merger Agreement and as of the date of the Closing, except where the failure of such representations

and warranties to be true and correct, individually or in the aggregate has not had and would not reasonably be expected to have a Material

Adverse Effect on, or with respect to, Fort Robotics and its subsidiaries; (ii) Fort Robotics 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 or by it on or prior to the date of the Closing; and (iii) the absence of any Material Adverse Effect with respect to

Fort Robotics and its subsidiaries 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: (i) by mutual written consent of Newbury Street II and Fort Robotics;

(ii) by either Newbury Street II or Fort Robotics, if any of the conditions to Closing have not been satisfied or waived by May 17,

2027 (the “Outside Date”), subject to extension if Newbury Street II seeks and receives an extension of its

deadline to consummate an initial business combination; (iii) by either Newbury Street II or Fort Robotics, if a governmental authority

of competent jurisdiction has issued a final, non-appealable order or taken any other final, non-appealable action permanently restraining,

enjoining or otherwise prohibiting the consummation of the Transactions, or if any law has been adopted that permanently makes consummation

of such transactions illegal or otherwise prohibited; (iv) by either Newbury Street II or Fort Robotics in the event of the other party’s

uncured breach, if such breach would result in the failure of the related Closing condition (and so long as the terminating party is not

in breach under the Merger Agreement so as to prevent the conditions to Closing to be satisfied); (v) by Newbury Street II if there has

been a Material Adverse Effect on Fort Robotics and its subsidiaries following the date of the Merger Agreement, which is uncured and

continuing; (vi) by Fort Robotics if there has been a Material Adverse Effect on Newbury Street II following the date of the Merger Agreement,

which is uncured and continuing; (vii) by either Newbury Street II or Fort Robotics, if Newbury Street II holds the extraordinary general

meeting of its shareholders to approve the Merger Agreement and the Transactions, and the required shareholder approval is not obtained;

and (viii) by either Newbury Street II or Fort Robotics, if Fort Robotics holds its special meeting, and the required Fort Robotics shareholder

approval is not obtained.

If the Merger Agreement is terminated,

all further obligations of the parties under the Merger Agreement (except for certain obligations related to publicity, confidentiality,

fees and expenses, trust fund waiver, no recourse, termination and general provisions) will terminate, and no party to the Merger Agreement

will have any further liability to any other party thereto, except for liability for fraud or for willful breach of any covenant, obligation

or agreement in the Merger Agreement prior to termination.

Trust Account Waiver

Fort Robotics agreed that it and

its affiliates will not have any right, title, interest or claim of any kind in or to any monies in Newbury Street II’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), other than in connection with the Closing.

Governing Law

The Merger Agreement is governed

by the laws of the State of Delaware and the parties are subject to exclusive jurisdiction of federal and state courts located in the

State of Delaware (and any appellate courts thereof).

Related Agreements

Voting Agreement

Contemporaneously with the

execution and delivery of the Merger Agreement, Newbury Street II and Fort Robotics entered into Voting and Support Agreements (collectively,

the “Voting Agreements”) with certain stockholders of Fort Robotics holding sufficient voting power to approve

the Merger and the Transactions, pursuant to which, among other things, such stockholders agreed (i) to vote their shares of Fort Robotics

stock in favor of the adoption of the Merger Agreement, the Ancillary Documents and the approval of the Transactions, subject to certain

customary conditions, (ii) to provide a proxy to Newbury Street II to vote such shares of Fort Robotics stock pursuant to the foregoing,

(iii) to take certain other actions in support of the Merger Agreement and related transactions (and any actions required in furtherance

thereof) and refrain from taking actions that would adversely affect such stockholders’ ability to perform their obligations under

the Voting Agreements and (iv) not to transfer their shares of Fort Robotics stock during the period from and including the date of the

Voting Agreement and the date on which the Voting Agreement is terminated.

Lock-Up Agreements

Contemporaneously with the

execution and delivery of the Merger Agreement, the directors and officers of Fort Robotics and owners of more than five (5%) of the issued

and outstanding shares of Fort (the “Significant Company Holders”) entered into lock-up agreements (each, a

“Lock-Up Agreement”) with Newbury Street II. Pursuant to the Lock-Up Agreements, the Merger Consideration Shares

received by such holders will be subject to transfer restrictions during the period commencing on the Closing Date and ending on the earliest

of (A) the one-year anniversary of the Closing Date, (B) the date upon which the volume-weighted average trading price of Newbury Street

II common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations)

for any twenty (20) trading days within any consecutive thirty (30) trading-day period commencing at least 150 days after the Closing

Date and (C) the date after the Closing upon which Newbury Street II consummates a liquidation, merger, capital stock exchange, reorganization

or other similar transaction with an unaffiliated third party that results in all of Newbury Street II’s stockholders having the

right to exchange their equity holdings in Newbury Street II for cash, securities or other property.

Non-Competition and Non-Solicitation Agreements

Contemporaneously with the

execution and delivery of the Merger Agreement, each member of the management team of Fort Robotics entered into a non-competition and

non-solicitation agreement (each, a “Non-Competition and Non-Solicitation Agreement”) in favor of Fort Robotics

and Newbury Street II and their respective present and future successors and direct and indirect subsidiaries (collectively, the “Covered

Parties”). Pursuant to the Non-Competition and Non-Solicitation Agreements, each member of Fort Robotics management will

agree for a period of two years after the Closing (i) not to compete with the Covered Parties in the United States or in any other market

in which the Covered Parties operate, (ii) not to hire, engage or solicit the employees of the Covered Parties, (iii) not to solicit,

reduce the amount of business, interfere with or disrupt any customers of the Covered Parties. Each member of the management team will

also agree not to disparage the Covered Parties and to agree to customary confidentiality requirements.

Registration Rights Agreements

Prior to or at the Closing, Newbury

Street II and certain Fort Robotics stockholders (the “Reg Rights Holders”) who are expected to be affiliates

of Fort Robotics immediately after the Closing will enter into a Registration Rights Agreement (the “Registration Rights

Agreement”). Pursuant to the terms of the Registration Rights Agreement, Newbury Street II will (i) use reasonable

best efforts to file with the SEC (at Newbury Street II’s sole cost and expense) a registration statement registering the resale

of certain securities held by or issuable to the Reg Rights Holders within 30 business days after the Closing (the “Resale

Registration Statement”) and (ii) cause the Resale Registration Statement to become effective as soon as reasonably

practicable after the filing thereof, but in no event later than the earlier of the 90th calendar day following the filing date if the

SEC notifies Newbury Street II that it will review the Resale Registration Statement or the 5th business day after the SEC notifies Newbury

Street II that it will not review the Resale Registration Statement. The Reg Rights Holders will also be entitled to certain demand registration

rights and piggyback registration rights.

Insider Letter Amendment

Contemporaneously with the

execution and delivery of the Merger Agreement, Newbury Street II, the Sponsor, Fort Robotics, and the directors and officers of Newbury

Street II entered into an amendment (the “Insider Letter Amendment”) to that certain Letter Agreement, dated

October 31, 2024 (the “Insider Letter”), by and among Newbury Street II, the Sponsor, Fort Robotics and the

directors and officers of Newbury Street II. The Insider Letter Amendment provides that upon the Closing, (i) up to 2,038,424 Incentive

Founder Shares that are actually used to incentivize investors in a Transaction Financing or to secure Trust Account non-redemption arrangements

at or prior to the Closing will be released from transfer restrictions, subject to and contingent upon the Closing and (ii) an additional

118,196 Founder Shares shall be released from transfer restrictions, subject to and contingent upon the Closing.

Sponsor Letter Agreement

Contemporaneously with the

execution and delivery of the Merger Agreement, Newbury Street II entered into a letter agreement (the “Sponsor Letter Agreement”)

with the Sponsor and Fort Robotics, pursuant to which, among other things, (i) the Sponsor agreed to forfeit, subject to and conditioned

upon the Closing, 348,917 Founder Shares (the “Forfeited Founder Shares”), (ii) the Sponsor agreed that 453,159

Founder Shares(together with the Earnout Incentive Founder Shares (as defined below), the “Earnout Founder Shares”)

are subject to forfeiture and shall vest only if certain of the Share Price Targets are achieved during the four-year period after Closing

(the “Earnout Period”); (iii) the Sponsor must use up to an additional 2,038,424 Founder Shares (the “Incentive

Founder Shares”) to incentivize investors in a Transaction Financing or secure Trust Account non-redemption arrangements;

and (iv) to the extent that the Sponsor has not transferred or forfeited all of the Incentive Founder Shares at or prior to the Closing

pursuant to the foregoing clause (iii), then 302,110 of such Incentive Founder Shares (the “Earnout Incentive Founder Shares”)

shall be subject to forfeiture and shall vest only if certain of the Share Price Targets are achieved during the Earnout Period and Sponsor

shall forfeit the remaining Incentive Founder Shares at the Closing; provided, however, that such Incentive Founder Shares

and Earnout Founder Shares described in the foregoing clauses will remain subject to the transfer restrictions in the Insider Letter.

The Earnout Founder Shares

shall vest and no longer be subject to forfeiture as follows:

●

if the volume-weighted average price of the shares of Newbury Street

II common stock equals or exceeds $12.50 per share for any twenty (20) trading days within any consecutive thirty (30) trading-day period

during the Earnout Period, 50% of the Earnout Founder Shares will vest and no longer be subject to forfeiture; and

● if the volume-weighted average price of the shares of Newbury

Street II common stock equals or exceeds $15.00 per share, the remaining 50% of the Earnout Founder Shares will vest and no longer be

subject to forfeiture.

Notwithstanding the foregoing,

in the event that during the Earnout Period, Newbury Street II is subject to a Qualifying Change of Control, then, all of the Earnout

Founder Shares that have not previously vested shall vest and shall no longer be subject to forfeiture.

Sponsor Support Agreement

Contemporaneously with the execution and delivery of the Merger Agreement,

Newbury Street II, Fort Robotics and the Sponsor, have entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”),

pursuant to which the Sponsor has agreed to, among other things, (i) vote (or cause to be voted) in favor of the Merger Agreement and

the Transactions and against any Acquisition Proposal or Alternative Transaction or any other proposal, action or agreement that would

or would reasonably be expected to deter the Transactions or Transactions; (ii) waive any adjustment to the conversion ratio set forth

in the governing documents of Newbury Street II or any other anti-dilution or similar protection with respect to the Founder Shares; (iii)

be bound by certain other covenants and agreements related to the Transactions; (iv) be bound by certain transfer restrictions with respect

to its shares in Newbury Street II prior to the Closing; and (v) waive redemption rights, in each case, on the terms and subject to the

conditions set forth in the Sponsor Support Agreement.

PIPE Subscription Agreements

Contemporaneously with the

execution of the Merger Agreement, certain investors (the “Initial PIPE Investors”) each entered into a subscription

agreement (collectively, the “PIPE Subscription Agreements”) with Newbury Street II, pursuant to which, Newbury

Street II agreed to issue, and the Initial PIPE Investors agreed to purchase, 3,125,000 shares of Newbury Street II common stock (the

“Initial PIPE Shares”), at a purchase price of $10.00 per share for an aggregate purchase price of $31.25 million,

in a private placement (the “Initial PIPE Investment”). The PIPE Subscription Agreements contain the option

(at the election of the Initial PIPE Investors) to satisfy all or a portion of its obligations under the PIPE Subscription Agreement by

agreeing to not redeem Class A ordinary shares held or subsequently acquired by them in connection with the extraordinary general meeting

of Newbury Street II to be held to approve the Transactions. The consummation of the Initial PIPE Investment is conditioned on the concurrent

Closing and other customary closing conditions. Each Initial PIPE Investor agreed in the PIPE Subscription Agreement that it and its affiliates

will not have any right, title, interest or claim of any kind in or to any monies in Newbury Street II’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). As part of the Initial PIPE Investment, an affiliate of William Zachre Wyatt, a director of Newbury Street II, subscribed

for an aggregate purchase price of $5,000,000, and an affiliate of Anthony James Vinciquerra, a director of Newbury Street II, subscribed

for an aggregate purchase price of $1,000,000.

Pursuant to the PIPE

Subscription Agreement, in connection with the Initial PIPE Investment, the Sponsor will transfer, for no additional consideration,

up to 980,012 Incentive Founder Shares to the Initial PIPE Investors. In addition, immediately prior to the Closing, Fort Robotics

will issue shares of its common stock that, for no additional consideration, to the Initial PIPE Investors that upon Closing will

convert into up to an aggregate of 412,648 shares of Newbury Street II common stock.

Pursuant to the PIPE Subscription

Agreements, Newbury Street II has agreed to file a registration statement registering the resale of the Initial PIPE Shares within thirty

(30) calendar days after Closing and use commercially reasonable efforts to cause such registration statement to be declared effective

as soon as practicable after the filing.

Each PIPE Subscription Agreement

shall terminate and be void and of no further force and effect upon the earliest to occur of (i) such date and time as the Merger Agreement

is terminated in accordance with its terms; (ii) the mutual written agreement of the respective parties to terminate such PIPE Subscription

Agreement; or (iii) written notice by either party to the other party to terminate if the transactions contemplated by the PIPE Subscription

Agreement are not consummated on or prior to the Outside Date.

Amendment to Underwriting Agreement

As previously disclosed, Newbury

Street II entered into an underwriting agreement, dated October 31, 2024 (the “Underwriting Agreement”), with

BTIG, LLC (“BTIG”), as representative of the several underwriters, in connection with Newbury Street II’s

initial public offering. On August 17, 2026, Newbury Street II and BTIG entered into an amendment to the Underwriting Agreement (the “Underwriting

Agreement Amendment”), pursuant to which Newbury Street II and BTIG agreed to reduce the Deferred Underwriting Commissions

from $6,037,500 to $2,000,000, solely in connection with the Transactions. In consideration of BTIG’s entry into the Underwriting

Agreement Amendment, Newbury Street II agreed to appoint BTIG as the exclusive financial advisor and non-exclusive placement agent to

Newbury Street II in connection with the Transactions. The Underwriting Agreement Amendment is void and of no effect if the Transactions

or BTIG’s engagement as exclusive advisor are non-exclusive placement agent are terminated.

The Merger Agreement and other

agreements described above have been included to provide investors with information regarding their respective terms. They are not intended

to provide any other factual information about Newbury Street II or Fort Robotics, or the other parties thereto. In particular, the assertions

embodied in the representations and warranties in the Merger Agreement were made as of a specified date, are modified or qualified by

information in one or more confidential disclosure schedules prepared in connection with the execution and delivery of the Merger Agreement,

may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been

used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Merger Agreement are

not necessarily characterizations of the actual state of facts about Newbury Street II, Fort Robotics or the other parties thereto at

the time they were made or otherwise and should only be read in conjunction with the other information that Newbury Street II makes publicly

available in reports, statements and other documents filed with the SEC. Newbury Street II investors and securityholders are not third-party

beneficiaries under the Merger Agreement and 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.

The foregoing descriptions

of agreements and the transactions and documents contemplated thereby are not complete and are subject to and qualified in their entirety

by reference to the Underwriting Agreement Amendment, Merger Agreement, Voting Agreements, Lock-Up Agreement, Non-Competition and Non-Solicitation

Agreement, Registration Rights Agreement, Insider Letter Amendment, Sponsor Letter Agreement, Sponsor Support Agreement and PIPE Subscription

Agreements, copies or forms of which are filed with this Current Report on Form 8-K as Exhibits 1.1, 2.1, 10.1, 10.2, 10.3, 10.4, 10.5,

10.6, 10.7 and 10.8, respectively, and the terms of which are incorporated by reference herein.

Item 3.02 Unregistered Sale of Equity Securities.

The disclosure set forth above

in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein, to the extent applicable. The securities of Newbury

Street II that may be issued in connection with the PIPE Subscription Agreements will not be registered under the Securities Act, in reliance

on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 7.01 Regulation FD Disclosure.

Attached as Exhibit 99.1 to

this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the investor presentation of Fort Robotics dated

August, 2026 (the “Investor Presentation”), which may be used by Fort Robotics and by Newbury Street II in connection

with the transactions contemplated by the Merger Agreement described above. The Investor Presentation is intended to be furnished and

shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that

section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as expressly set forth by specific

reference in such filing.

On August 18, 2026, Newbury

Street II and Fort Robotics issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release

is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Additional Information and Where to Find It

In connection with the Transactions, Newbury Street II and the Company

intend to file the Registration Statement on Form S-4, with the SEC, which will include a proxy statement to Newbury Street II shareholders

and a prospectus for the registration of Newbury Street II’s securities to be issued in connection with the Transactions. This Current

Report does not contain all the information that should be considered concerning the Transactions and is not intended to form the basis

of any investment decision or any other decision in respect of the Transactions. Newbury Street II’s shareholders and other interested

persons are advised to read, the Registration Statement and other documents filed in connection with the Transactions, as these materials

will contain important information about the Company, Newbury Street II and the Transactions. Shareholders may obtain a copy of the Registration

Statement, once available, as well as other documents filed by Newbury Street II with the SEC, without charge, at the SEC’s website

located at www.sec.gov or by directing a written request to Newbury Street II Acquisition Corp, 121 High Street, Floor 3, Boston, Massachusetts

02110.

BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF

NEWBURY STREET II ARE URGED TO READ THE REGISTRATION STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC

IN CONNECTION WITH THE TRANSACTIONS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS.

Participants in the Solicitation

Newbury Street II, the Company, and their respective directors, executive

officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of

proxies of Newbury Street II’s shareholders in connection with the Transactions. Investors and security holders may obtain more

detailed information regarding the names, affiliations and interests of certain of Newbury Street II’s executive officers and directors

in the solicitation by reading Newbury Street II’s filings with the SEC, including the final prospectus of Newbury Street II dated

as of October 31, 2024 and filed by Newbury Street II with the SEC on November 1, 2024 (the “IPO Prospectus”).

To the extent that holdings of Newbury Street II’s securities have changed from the amounts reported in the IPO Prospectus, such

changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information concerning the interests

of Newbury Street II’s and the Company’s participants in the solicitation, which may, in some cases, be different than those

of their respective equity holders generally, will be set forth in the Registration Statement relating to the Transactions when it becomes

available.

No Offer or Solicitation

This Current Report does not constitute an offer to

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

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

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

requirements of the Securities Act or an exemption therefrom.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED

OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR

PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION IN THIS CURRENT REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL

OFFENSE.

Forward-Looking Statements

This Current Report includes “forward-looking

statements” within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words

such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,”

“expect,” “anticipate,” “believe,” “seek,” “target,” “continue,”

“could,” “may,” “might,” “possible,” “potential,” “predict” or

similar expressions that predict or indicate future events or trends or that are not statements of historical matters. The Company and

Newbury Street II have based these forward-looking statements on current expectations and projections about future events. These statements

include: projections of market opportunity and market share; estimates of customer adoption rates and usage patterns; projections regarding

the Company’s ability to commercialize new products, technologies and industry use cases; projections of development and commercialization

costs and timelines; expectations regarding the Company’s ability to execute its business model and the expected financial benefits

of such model; expectations regarding the Company’s ability to attract, retain and expand its customer base; the Company’s

deployment of proceeds from capital raising transactions; its expectations concerning relationships with strategic partners, suppliers,

governments, state-funded entities, regulatory bodies and other third parties; the Company’s ability to maintain, protect and enhance

its intellectual property; future ventures or investments in companies, products, services or technologies; development of favorable regulations

affecting its markets; the successful consummation and potential benefits of the proposed transaction and expectations related to its

terms and timing; and the potential for the Company to increase in value.

These forward-looking statements are provided for

illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or

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

from assumptions, many of which are beyond the control of the Company and Newbury Street II.

These forward-looking statements are subject to known

and unknown risks, uncertainties and assumptions that may cause the Company or Newbury Street II’s actual results, levels of activity,

performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed

or implied by such statements. Such risks and uncertainties include: that the Company is pursuing an emerging technology, faces significant

technical challenges and may not achieve commercialization or market acceptance; Company historical net losses and limited operating history;

Company’s expectations regarding future financial performance, capital requirements and unit economics; Company’s use and

reporting of business and operational metrics; Company’s competitive landscape; Company’s dependence on members of its senior

management and its ability to attract and retain qualified personnel; the potential need for additional future financing; the Company’s

ability to manage growth and expand its operations; potential future acquisitions or investments in companies, products, services or technologies;

Company’s reliance on strategic partners and other third parties; Company’s ability to maintain, protect and defend its intellectual

property rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations; the use, rate of adoption

and regulation of artificial intelligence and machine learning; uncertainty or changes with respect to laws and regulations; uncertainty

or changes with respect to taxes, trade conditions and the macroeconomic environment; the combined company’s ability to maintain

internal control over financial reporting and operate a public company; the possibility that required regulatory approvals for the proposed

transaction are delayed or are not obtained, which could adversely affect the combined company or the expected benefits of the proposed

transaction; the risk that shareholders of Newbury Street II could elect to have their shares redeemed, leaving the combined company with

insufficient cash to execute its business plans; the occurrence of any event, change or other circumstance that could give rise to the

termination of the business combination agreement; the outcome of any legal proceedings or government investigations that may be commenced

against the Company or Newbury Street II; failure to realize the anticipated benefits of the proposed transaction; the ability of Newbury

Street II or the combined company to issue equity or equity-linked securities in connection with the proposed transaction or in the future;

and other factors described in Newbury Street II’s filings with the SEC.

The foregoing list of factors is not exhaustive. You

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

of the (i) the IPO Prospectus, (ii) the annual report on Form 10-K filed by Newbury Street II with the SEC on March 6, 2026, (iii) the

Registration Statement referenced above when available and other documents filed by Newbury Street II and the Company from time to time

with the SEC. These filings will identify and address other important risks and uncertainties that could cause actual events and results

to differ materially from those contained in the forward-looking statements. You should not place undue reliance upon any forward-looking

statements, which speak only as of the date made. There may be additional risks that neither Newbury Street II nor the Company presently

knows, or that Newbury Street II and/or the Company currently believe are immaterial, that could cause actual results to differ from those

contained in the forward-looking statements. For these reasons, among others, investors and other interested persons are cautioned not

to place undue reliance upon any forward-looking statements in this Current Report. Past performance by Newbury Street II’s or the

Company’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place

undue reliance on the historical record of the performance of Newbury Street II’s or the Company’s management teams or businesses

associated with them as indicative of future performance of an investment or the returns that Newbury Street II or the Company will, or

may, generate going forward. None of the parties nor any of their representatives gives any assurance that any of Newbury Street II, Company,

or the combined company will achieve its expectations.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

1.1

Amendment to Underwriting Agreement, dated as of August 17, 2026, by and between Newbury Street II Acquisition Corp and BTIG, LLC

2.1+†

Agreement and Plan of Merger, dated as of August 17, 2026, by and among Newbury Street II Acquisition Corp, Hugo Merger Sub Inc. and Fort

Robotics, Inc.

10.1†

Form of Voting and Support Agreement, dated as of August 17, 2026, by and among Newbury Street II Acquisition Corp, Fort Robotics, Inc. and certain holders of Fort Robotics, Inc. capital stock.

10.2†

Form of Lock-Up Agreement, dated as of August 17, 2026, by and between Newbury Street II Acquisition Corp and certain holders of Fort Robotics, Inc. capital stock.

10.3†

Form of Non-Competition and Non-Solicitation Agreement, dated as of August 17, 2026, by and among Newbury Street II Acquisition Corp, Fort Robotics, Inc. and the management team of Fort Robotics, Inc.

10.4

Form of Registration Rights Agreement.

10.5

Insider Letter Amendment, dated as of August 17, 2026, by and among Newbury Street II Acquisition Corp, Newbury Street II Acquisition Sponsor LLC, Fort Robotics, Inc., and other parties thereto.

10.6†

Sponsor Letter Agreement, dated as of August 17, 2026, by and among Newbury Street II Acquisition Corp, Newbury Street II Acquisition Sponsor LLC and Fort Robotics, Inc.

10.7†

Sponsor Support Agreement, dated as of August 17, 2026, by and among Newbury Street II Acquisition Corp, Newbury Street II Acquisition Sponsor LLC and Fort Robotics, Inc.

10.8

Form of PIPE Subscription Agreement, dated as of August 17, 2026, by and among Newbury Street II Acquisition Corp and certain investors

party thereto.

99.1

Investor Presentation, dated August 2026.

99.2

Press Release, dated August 18, 2026.

104

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

+ Certain schedules, exhibits and similar attachments have

been omitted pursuant to Item 601(a)(5) of Regulation S-K. SPAC will provide a copy of such omitted materials to the Securities and Exchange

Commission or its staff upon request.

† Certain personally identifiable information has been omitted

from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange

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

NEWBURY STREET II ACQUISITION CORP

By:

/s/ Thomas Bushey

Name:

Thomas Bushey

Title:

Chief Executive Officer

Dated: August 18, 2026

EX-1.1 — AMENDMENT TO UNDERWRITING AGREEMENT, DATED AS OF AUGUST 17, 2026, BY AND BETWEEN NEWBURY STREET II ACQUISITION CORP AND BTIG, LLC

EX-1.1

Filename: ea030129401ex1-1.htm · Sequence: 2

Exhibit 1.1

EXECUTION VERSION

BTIG, LLC

65 E 55th Street

New York, New York, 10022

August 17, 2026

Mr. Thomas Bushey

Chief Executive Officer

Newbury Street II Acquisition Corp

121 High Street, Floor 3

Boston, Massachusetts 02110

Re: Amendment

to Underwriting Agreement

Ladies and Gentlemen:

Reference is hereby made to

that certain Underwriting Agreement, dated as of October 31, 2024 (the “Underwriting Agreement”), by and between

Newbury Street II Acquisition Corp, a Cayman Islands exempted company (the “Company”) and BTIG, LLC, as representative

of the underwriters thereunder (the “Representative”). Capitalized terms used but not defined in this letter

agreement (this “Letter Agreement”) shall have the meanings given to such terms in the Underwriting Agreement.

On February 19, 2026, the

Company entered into a letter of intent concerning a proposed business combination between the Company and FORT Robotics, Inc., a Delaware

corporation (collectively with its subsidiaries and affiliates, “Fort Robotics”) (such proposed business combination,

the “FORT Robotics Transaction”).

The Company and the Representative

hereby agree to amend the Underwriting Agreement as provided in Paragraph 1 of this Letter Agreement, effective and conditioned upon the

consummation of the FORT Robotics Transaction.

Effective and conditioned upon the consummation of the Fort Robotics Transaction, Section 1.3 of the Underwriting Agreement is

hereby deleted in its entirety and replaced with the following:

“1.3 Deferred

Underwriting Commission. The Representative agrees that an aggregate amount equal to two million dollars

($2,000,000) (the “Deferred Underwriting Commission”), will be deposited and held in the Trust Account and payable

in cash directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the

Company’s initial Business Combination. In the event that the Company is unable to consummate a Business Combination and Continental,

as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as

provided in the Trust Agreement, the Representative agrees that: (i) the Representative shall forfeit any rights or claims to the

Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together

with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. Any Deferred

Underwriting Commissions will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such

underwriter on the closing of the Offering (including payment of the purchase price of any Option Units) and will be paid if and when

the Company consummates its Business Combination, without any further conditions.”

The Company and the Representative

agree that any reference in the Underwriting Agreement to the amount owed for the Deferred Underwriting Commission that is inconsistent

with the provisions of Section 1.3, as amended by this Paragraph 1, shall be deemed amended, effective and conditioned upon consummation

of the Fort Robotics Transaction, to be consistent with the provisions of Section 1.3, as amended by this Paragraph 1.

For the avoidance of doubt, the amendment of the Underwriting Agreement contained in Paragraph 1 of this Letter Agreement shall

apply only in connection with the FORT Robotics Transaction and shall not apply in connection with any Business Combination that may be

contemplated or consummated between the Company and any party other than FORT Robotics. The parties agree that if the FORT Robotics Transaction

is terminated for any reason, this Letter Agreement shall be void and of no effect for all purposes.

In consideration of the agreements set forth in this Letter Agreement, the Company agrees to appoint BTIG, LLC as the exclusive

financial advisor and non-exclusive placement agent to the Company in connection with the FORT Robotics Transaction pursuant to a separate

agreement to be executed concurrently with this Letter Agreement. The parties agree that if such engagement is terminated this Letter

Agreement shall be void and of no effect for all purposes.

The terms of this Letter Agreement shall be interpreted, enforced, governed by and construed in a manner consistent with the provisions

of the Underwriting Agreement. Except as expressly provided in this Letter Agreement, all of the terms and provisions in the Underwriting

Agreement are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Letter Agreement

does not constitute, directly or by implication, an amendment, modification or waiver of any provision of the Underwriting Agreement,

or any other right, remedy, power or privilege of any party to the Underwriting Agreement, except as expressly set forth herein. Any reference

to the Underwriting Agreement in the Underwriting Agreement or any other agreement, document, instrument or certificate entered into or

issued in connection therewith shall hereinafter mean the Underwriting Agreement, as amended or modified by this Letter Agreement (or

as the Underwriting Agreement may be further amended or modified after the date hereof in accordance with the terms thereof).

The Representative hereby agrees to take all actions reasonably necessary to effectuate the intent of this Letter Agreement, including,

but not limited to, executing and delivering customary certificates and/or letters to CST&T, as the trustee of the Trust Account (in

this context, the “Trustee”). Upon the request of the Representative, the

Company agrees to execute such other documents, instruments or agreements as may be necessary to effectuate the agreements set

forth herein.

[Remainder of Page Left Intentionally Blank. Signature

Page Immediately Follows.]

Please acknowledge your agreement

and acceptance to the foregoing by signing below and returning it to the undersigned at your earliest convenience.

Very truly yours,

BTIG, LLC

By:

/s/ Ed Kovary

Name:

Ed Kovary

Title:

Managing Director

Accepted and agreed as of August 17, 2026:

NEWBURY II ACQUISITION CORP

By:

/s/ Thomas Bushey

Name:

Thomas Bushey

Title:

Chief Executive Officer

EX-2.1 — AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 17, 2026, BY AND AMONG NEWBURY STREET II ACQUISITION CORP, HUGO MERGER SUB INC. AND FORT ROBOTICS, INC

EX-2.1

Filename: ea030129401ex2-1.htm · Sequence: 3

Exhibit 2.1

EXECUTION VERSION

CONFIDENTIAL

CERTAIN INFORMATION HAS

BEEN REDACTED FROM THIS EXHIBIT (A) BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

OR (B) IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K DUE TO PERSONAL PRIVACY CONCERNS. INFORMATION THAT HAS BEEN SO REDACTED FROM

THIS EXHIBIT HAS BEEN MARKED WITH “[***]” TO INDICATE THE OMISSION.

AGREEMENT AND

PLAN OF MERGER

by and among

NEWBURY STREET II ACQUISITION CORP

as SPAC,

HUGO MERGER SUB INC.,

as Merger Sub,

and

FORT ROBOTICS, INC.,

as the Company,

Dated as of August 17, 2026

TABLE OF CONTENTS

Page

I. MERGER

1.1. Merger

1.2. Transaction Effective Time

1.3. Effect of the Merger

1.4. Tax Treatment

1.5. Certificate of Incorporation and Bylaws of the Surviving Corporation

1.6. Directors and Officers of the Surviving Corporation

1.7. Pre-Closing Treatment of Company Preferred Stock

1.8. Domestication of SPAC; Amendment to SPAC Organizational Documents

1.9. Merger Consideration

1.10. Effect of Merger on Company Securities

1.11. Surrender of Company Securities and Disbursement of Merger Consideration

1.12. Effect of Transaction on Merger Sub Stock

1.13. Closing Consideration Spreadsheet

1.14. Taking of Necessary Action; Further Action

1.15. Tax Withholding

II. CLOSING

2.1. Closing

III. representations and warranties of THE SPAC

3.1. Organization and Standing

3.2. Authorization; Binding Agreement

3.3. Governmental Approvals

3.4. Non-Contravention

3.5. Capitalization

3.6. SEC Filings and SPAC Financials

3.7. Absence of Certain Changes

3.8. Compliance with Laws

3.9. Actions; Orders; Permits

3.10. Taxes and Returns

3.11. Employees and Employee Benefit Plans

3.12. Properties

3.13. Material Contracts

3.14. Transactions with Affiliates

3.15. Merger Sub Activities

3.16. Investment Company Act

3.17. Finders and Brokers

3.18. Ownership of Stockholder Merger Consideration

3.19. Certain Business Practices

3.20. Insurance

3.21. Information Supplied

3.22. Independent Investigation

3.23. No Other Representations

3.24. Trust Account

3.25. No Alternative Agreements

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. Top Customers and Top Suppliers

4.24 Certain Business Practices

4.25. Investment Company Act

4.26. Finders and Brokers

4.27. Independent Investigation

4.28. Information Supplied

4.29. No Other Representations

V. COVENANTS

5.1. Access and Information

5.2. Conduct of Business of the Company

5.3. Conduct of Business of SPAC

5.4. Annual and Interim Financial Statements

5.5. SPAC Public Filings

5.6. No Solicitation

5.7. No Trading

5.8. Notification of Certain Matters

5.9. Efforts

5.10. Tax Matters

5.11. Further Assurances

5.12. The Registration Statement

5.13. Company Stockholder Meeting

5.14. Public Announcements

5.15. Confidential Information

5.16. Post-Closing Board of Directors and Executive Officers

5.17. Indemnification of Officers and Directors; Tail Insurance

5.18. Trust Account Proceeds

5.19. Transaction Financing

VI. Closing conditions

6.1. Conditions of Each Party’s Obligations

6.2. Conditions to Obligations of the Company

6.3. Conditions to Obligations of SPAC

6.4. Frustration of Conditions

VII. TERMINATION AND EXPENSES

7.1. Termination

7.2. Effect of Termination

7.3. Fees and Expenses

VIII. TRUST WAIVER

8.1. Waiver of Claims Against Trust

Ix. MISCELLANEOUS

9.1. Non-Survival of Representations, Warranties and Covenants

9.2. Non-Recourse

9.3. Notices

9.4. Binding Effect; Assignment

9.5. Third Parties

9.6. Governing Law; Jurisdiction

9.7. WAIVER OF JURY TRIAL

9.8. Specific Performance

9.9. Severability

9.10. Amendment

9.11. Waiver

9.12. Entire Agreement

9.13. Interpretation

9.14. Counterparts

9.15. Legal Representation

X DEFINITIONS

10.1. Certain Definitions

10.2. Section References

INDEX OF EXHIBITS

Exhibit

Description

Exhibit A

Form of Voting Agreement

Exhibit B

Form of Lock-Up Agreement

Exhibit C

Form of Registration Rights Agreement

Exhibit D

Sponsor Letter Agreement

Exhibit E

Sponsor Support Agreement

Exhibit F

Form of Subscription Agreement

Exhibit G

Form of Amended SPAC Articles

Exhibit H

Insider Letter Amendment

iii

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of

Merger (this “Agreement”) is made and entered into as of August 17, 2026 by and among (i) Newbury

Street II Acquisition Corp, a Cayman Islands exempted company (together with its successors, including after the Domestication (as

defined below), “SPAC”), (ii) Hugo Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary

of SPAC (“Merger Sub”) and (iii) Fort Robotics, Inc., a Delaware corporation (the “Company”).

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

as the “Parties”.

RECITALS:

A. The

Company, directly and indirectly through its subsidiaries, engages in the business of the development and provision of safety-certified

control and secure communication systems for autonomous and semi-autonomous machines operating in physical

environments (collectively, the “Business”);

B. SPAC

owns all of the issued and outstanding equity interests 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), SPAC shall de-register from the Register of Companies in the Cayman Islands and

transfer by way of continuation out of the Cayman Islands and into the State of Delaware and domesticate as a Delaware corporation pursuant

to and in accordance with Section 338 of the Delaware General Corporation Law (as amended, the “DGCL”) and Part

12 of the Companies Act (Revised) of the Cayman Islands (the “Companies Act”), on the terms and subject to the

conditions set forth in this Agreement;

D. The

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

wholly owned subsidiary of SPAC (the “Merger”), as a result of which each issued and outstanding security of

the Company immediately prior to the effective time of the Merger shall no longer be outstanding and shall automatically be cancelled

in exchange for which the security holders of the Company shall receive shares of common stock of the SPAC, in accordance with the applicable

provisions of the DGCL, and all upon the terms and subject to the conditions set forth in this Agreement;

E. The

boards of directors of SPAC and Merger Sub have each (i) determined that the Merger (preceded by the Domestication) and the other Transactions

are fair, advisable and in the best interests of their respective companies and shareholders (or, in the case of Merger Sub, stockholder),

(ii) approved this Agreement and the Ancillary Documents and the Transactions contemplated hereby and thereby, including the Domestication

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

(or, in the case of Merger Sub, stockholder) the approval and adoption of this Agreement and the Ancillary Documents and the transactions

contemplated hereby and thereby, including the Domestication and the Merger (collectively, the “Transactions”)

(in case of the recommendation of the board of directors of SPAC, the “SPAC Board Recommendation”);

F. The

board of directors of the Company has (i) determined that the Merger and the other Transactions are fair, advisable and in the best interests

of the Company and its stockholders, (ii) approved this Agreement and the Ancillary Documents and the Transactions contemplated hereby

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

the Company Stockholders the approval and adoption of this Agreement and the Ancillary Documents and the Transactions contemplated hereby

and thereby, including the Merger;

G. SPAC

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

signed by the Company and certain holders of Company Stock (as defined below) set forth on Schedule 1.1 hereto sufficient to approve

the Merger and the other transactions contemplated by this Agreement (including any other class or series votes of the Company’s

capital stock);

H. Contemporaneously

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

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

of which will become effective as of the Closing, in which the Significant Company Holders agreed not to effect any sale, distribution

or transfer of the Merger Consideration Shares that they receive under this Agreement during the period commencing on the Closing Date

and ending on the earlier of (A) the one-year anniversary of the Closing Date, (B) the date upon which the VWAP of the SPAC

Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations)

for any twenty (20) Trading Days within any consecutive thirty (30) Trading Day period commencing at least 150 days after the Closing

Date and (C) the date upon which SPAC consummates a liquidation, merger, capital stock exchange, reorganization or other similar

transaction that results in all of its stockholders having the right to exchange their shares of SPAC Common Stock for cash, securities

or other property;

I. Contemporaneously

with the execution and delivery of this Agreement, SPAC will enter into Non-Competition and Non-Solicitation Agreements in favor of SPAC

and the Company with each member of the Management Team, each of which shall be in a form to be mutually agreed upon among SPAC, the Company

and each member of the Management Team (each, a “Non-Competition Agreement”), each of which will become effective

as of the Closing;

J. Contemporaneously

with the execution and delivery of this Agreement, the Company will enter into employment agreements with each member of the Management

Team, each of which shall be in a form to be mutually agreed upon among SPAC, the Company and the applicable member of the Management

Team (each, an “Employment Agreement”), each of which will become effective as of the Closing;

K. In

connection with the Closing, SPAC and certain of the Company Stockholders who are expected to be Affiliates of SPAC immediately after

the Closing set forth on Schedule 1.2 hereto will enter into a Registration Rights Agreement, substantially in the form attached

as Exhibit C hereto (the “Registration Rights Agreement”), pursuant to which such Company Stockholders

will be granted certain registration rights with respect to their shares of SPAC Common Stock received as Merger Consideration hereunder,

on the terms and subject to the conditions set forth therein;

L. Contemporaneously

with the execution and delivery of this Agreement, SPAC and Sponsor have entered into a letter agreement, a copy of which is attached

as Exhibit D (the “Sponsor Letter Agreement”);

M. Contemporaneously

with the execution and delivery of this Agreement, SPAC and Sponsor have entered into a letter agreement, a copy of which is attached

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

the Sponsor agreed to vote to adopt and approve this Agreement and the Transactions;

N. Prior

to or contemporaneously with the execution and delivery of this Agreement, SPAC has entered into subscription agreements (the “Initial

PIPE Subscription Agreements”) with certain investors (the “Initial PIPE Investors”) pursuant

to which, and on the terms and subject to the conditions of which, such Initial PIPE Investors have agreed to subscribe for and purchase

from SPAC, and SPAC has agreed to issue and sell to each such Initial PIPE Investor, the number of shares of SPAC Common Stock set forth

in the applicable Initial PIPE Subscription Agreement in exchange for an aggregate purchase price equal to Thirty-One Million Two Hundred

Fifty Thousand Dollars ($31,250,000), such purchases to be consummated immediately prior to, or substantially concurrently with the Closing

(as defined below) (the “Initial PIPE Financing”) pursuant to subscription agreements substantially in the form

attached as Exhibit F;

O. Contemporaneously

with the execution and delivery of this Agreement, SPAC and the Company have entered into an amendment to the Insider Letter Agreement,

a copy of which is attached as Exhibit H hereto (the “Insider Letter Amendment”), pursuant to which,

up to 2,038,424 Founder Shares as are actually used to secure commitments for Initial PIPE Financing or any additional Transaction Financing

and any transactions or arrangements into which the Company may enter into for the purpose of securing commitments from Public Shareholders

not to redeem their Company shares at or prior to the Closing (or other agreements or arrangements with like effect) will be released

from transfer restrictions, subject to and contingent upon the Closing;

P. 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 below) and this Agreement is hereby adopted as a “plan of reorganization”

within the meaning of Section 368 of the Code and Treasury Regulation Sections 1.368-2(g) and 1.368-3(a); and

P. 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 for other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereto agree as follows:

Article

MERGER

1.1 Merger.

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

of the 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).

1.2 Effective

Time. The Parties shall cause the Merger to be consummated by filing on the Closing Date, a duly executed Certificate of Merger, in

customary form and substance reasonably acceptable to the Company and SPAC, for the merger of Merger Sub with and into the Company (with

any such addendums thereto, the “Certificate of Merger”) with the Secretary of State of the State of Delaware

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

of Merger, being the “Effective Time”).

1.3 Effect

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

1.4 Tax

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

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

of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.

1.5 Certificate

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

Company, each as in effect immediately prior to the Effective Time, shall automatically be amended and restated in their entirety to read

identically to the Certificate of Incorporation and Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, and such

amended and restated Certificate of Incorporation and Bylaws shall become the respective Certificate of Incorporation and Bylaws of the

Surviving Corporation (the “Surviving Corporation Organizational Documents”), except that the name of the Surviving

Corporation in such Certificate of Incorporation and Bylaws shall be amended to be “Fort Robotics Holdings Inc.”.

1.6 Directors

and Officers of the Surviving Corporation. From and after the Effective Time, (i) any directors and officers of Merger Sub shall resign,

(ii) the directors of the Company immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each

such director to hold office in accordance with the Surviving Corporation’s Organizational Documents, and (iii) the officers

of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each such officer to hold office

in accordance with the Surviving Corporation’s Organizational Documents.

1.7 Company

Preferred Stock Exchange. On or prior to the Closing Date, the holders of Company Preferred Stock shall either exchange or convert

all of their issued and outstanding shares of Company Preferred Stock for shares of Company Common Stock at the applicable conversion

ratio (including any accrued or declared but unpaid dividends) as set forth in the Company Charter (the “Company Preferred

Stock Exchange”).

1.8 Domestication

of SPAC; Amendment to SPAC Organizational Documents.

(a) Prior

to the Effective Time, SPAC shall de-register from the Register of Companies in the Cayman Islands and transfer by way of continuation

out of the Cayman Islands to the State of Delaware so as to re-domicile as and become a Delaware corporation pursuant to and in accordance

with Part 12 of the Companies Act and the applicable provisions of the DGCL (the “Domestication”), and subject

to the receipt of the approval by way of a special resolution passed by the holders of SPAC Class B Ordinary Shares (being those shareholders

of the SPAC entitled to vote thereon) in accordance with the Organizational Documents of SPAC (the “SPAC Organizational Documents”)

to the Domestication and its terms, SPAC shall adopt Organizational Documents for a Delaware corporation (the “Domestication

Organizational Documents”), in a form to be mutually agreed by the SPAC and the Company (such consent not to be unreasonably

withheld, conditioned or delayed). In connection with the Domestication, all of the issued and outstanding SPAC Securities shall remain

issued and outstanding and become substantially identical securities of SPAC as a Delaware corporation, except that each outstanding SPAC

Unit will automatically detach into its component parts immediately prior to the Domestication.

(b) At

the Effective Time, SPAC shall amend and restate its Organizational Documents (the “Amended SPAC Articles”)

substantially in the form attached as Exhibit G hereto.

1.9 Merger

Consideration. The aggregate consideration to be paid to Company Security Holders as of the Effective Time and the holders of

the Permitted Company SAFEs pursuant to the Merger shall consist of a number of newly-issued shares of SPAC Common Stock with an

aggregate value equal to: (i) Five Hundred Million Dollars ($500,000,000) (the “Merger Consideration” and

such shares, the “Merger Consideration Shares”), with each Company Stockholder receiving for each share of

Company Common Stock held (after giving effect to the Company Preferred Stock Exchange or otherwise treating shares of Company

Preferred Stock on an as-converted to Company Common Stock basis, but excluding any Company Securities described in Section

1.10(b)) a number of shares of SPAC Common Stock equal to (A) the Per Share Price, divided by (B) $10.00 (the

“Conversion Ratio”) (the total portion of the Merger Consideration amount payable to all Company

Stockholders in accordance with this Agreement is also referred to herein as the “Stockholder Merger

Consideration”); provided that each share of SPAC Common Stock that is issued upon the conversion of Company

Restricted Stock pursuant to this Section 1.9 shall continue to have, and be subject to, the same rights of repurchase or vesting of

the applicable shares of Company Restricted Stock immediately prior to the Effective Time, plus (ii) the aggregate amount of the

Permitted Company SAFE Conversion Amounts, with the holders of the Permitted Company SAFEs receiving, if any, in full settlement for

the conversion and cancellation of each such Permitted Company SAFE, a number of shares of SPAC Common Stock equal to the respective

Permitted Company SAFE Conversion Amount. For the avoidance of doubt, no holder of Company Securities will receive any consideration

under or in connection with this Agreement unless they are holders of Company Common Stock as of the Effective Time.

1.10 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 SPAC or Merger Sub:

(a) Company

Stock. Subject to Section 1.10(b) below, all shares of Company Stock issued and outstanding immediately prior to the Effective

Time (after giving effect to the Company Preferred Stock Exchange) will automatically be cancelled and cease to exist in exchange for

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

of the Stockholder Merger Consideration, without interest, upon delivery of the Transmittal Documents in accordance with Section 1.11.

All shares of Company Preferred Stock will be treated on an as-converted to Company Common Stock basis. As of the Effective Time, each

Company Stockholder shall cease to have any other rights in and to the Company or the Surviving Corporation.

(b) Treasury

Stock. Notwithstanding Section 1.10(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.

Options. Each outstanding Company Option (whether vested or unvested) shall be assumed by SPAC and automatically converted into an

option for shares of SPAC Common Stock (each, an “Assumed Option”). Subject to the subsequent sentence, each

Assumed Option will be subject to the terms and conditions set forth in the Company Equity Plan (except any references therein to the

Company or Company Common Stock will instead mean SPAC and SPAC Common Stock, respectively). Each Assumed Option shall: (i) have the right

to acquire a number of shares of SPAC Common Stock equal to (as rounded down to the nearest whole number) the product of (A) the number

of shares of Company Common Stock (with any Company Preferred Stock treated on an as-converted to Company Common Stock basis) which the

Company Option had the right to acquire immediately prior to the Effective Time, multiplied by (B) the Conversion Ratio; (ii) have an

exercise price equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of the Company Option (in U.S.

Dollars), divided by (B) the Conversion Ratio; and (iii) be subject to the same vesting schedule as the applicable Company Option. SPAC

shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the

Assumed Options remain outstanding, a sufficient number of shares of SPAC Common Stock for delivery upon the exercise of such Assumed

Option. From and after the Closing, the Company and SPAC shall not issue any new awards under the Company Equity Plan.

(d) Company

SAFEs. At the Effective Time, each Company SAFE shall, without any further action on the part of the holder thereof, be cancelled

and automatically be converted into the right to receive a number of shares of SPAC Common Stock equal to the Company SAFE Conversion

Amount applicable to each such Company SAFE. As of the Effective Time, each holder of Company SAFEs shall cease to have any other rights

in and to the Company or the Surviving Corporation.

(e)

Company Convertible Securities. Each Company Convertible Security, other than a Company Option or that certain Warrant to Purchase

Stock, dated December 29, 2025, issued to Stifel Bank (the “Stifel Warrant”), and each Permitted Company SAFE,

if not exercised or converted at or prior to the Effective Time into shares of Company Common Stock, shall be cancelled, retired and terminated,

and thereby cease to represent any right to acquire, be exchanged for or convert into, shares of Company Stock or, in the case of any

Company SAFEs, shares of SPAC Common Stock, or any other security or otherwise receive payment of cash or other consideration therefor,

whether upon any contingency or valuation or otherwise. The Company will use commercially reasonable efforts to amend the Stifel Warrant

to cause the Stifel Warrant to either: (i) convert into shares of Company Common Stock at or prior to the Effective Time, (ii) convert

into warrants to purchase SPAC Common Stock at the Effective Time.

1.11 Surrender

of Company Securities and Disbursement of Merger Consideration.

(a) Prior

to the Effective Time, SPAC 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 Stock (“Company Certificates”) if any, and each share of capital stock held in book-entry form on the

stock transfer books of the Company immediately prior to the Effective Time. At or prior to the Effective Time, SPAC shall deposit, or

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

or shall cause the Exchange Agent to send, to each Company Stockholder, a letter of transmittal in form and substance reasonably acceptable

to SPAC and the Company, acting in good faith (each, a “Letter of Transmittal”) (which shall specify that the

delivery of Company Certificates or uncertificated shares 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 or uncertificated shares to the Exchange Agent (or

a Lost Certificate Affidavit)) for use in such exchange. The Letter of Transmittal will contain, among other things, customary representations,

including due authority, valid ownership, title and interest, absence of encumbrances (other than Permitted Liens set forth on Schedule

4.17), and a customary general release and waiver for any pre-Closing claims (other than rights to compensation and benefits, for

employees and directors, rights to indemnification and other customary exceptions) against the Parties and ability to engage in the Transactions.

(b) Each

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

Stock represented by the Company Certificate(s) (excluding any Company Securities described in Section 1.10(b)), 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 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 SPAC. Until so surrendered, each Company Certificate shall represent after the Effective Time for all purposes

only the right to receive such portion of the 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 Stock shall have been permitted in accordance with the terms of the Company’s Organizational Documents and any stockholders

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

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

Consideration, or 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 if applicable, the Registration Rights

Agreement and Non-Competition Agreement, and such other Transmittal Documents as are reasonably deemed necessary by the Exchange Agent

or SPAC and (iv) the Person requesting such delivery shall pay to the Exchange Agent any transfer or other related or similar Taxes required

as a result of such delivery to a Person other than the registered holder of such Company Certificate or establish to the satisfaction

of 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 applicable 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 SPAC (a “Lost Certificate

Affidavit”), which at the reasonable discretion of SPAC may include a requirement that the owner of such lost, stolen or

destroyed Company Certificate deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against

SPAC or the Surviving Corporation with respect to the shares of Company Stock represented by the Company Certificates alleged to have

been lost, stolen or destroyed. Any Lost Certificate Affidavit properly delivered in accordance with this Section 1.11(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, SPAC 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 1.11. No

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

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

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

(or provide a Lost Certificate Affidavit), 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, SPAC shall promptly deliver to the record holders thereof, without interest, the certificates representing SPAC Common Stock

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

paid with respect to such SPAC Common Stock.

(f) All

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

full satisfaction of all rights pertaining to such Company Securities. Any portion of the Stockholder Merger Consideration made available

to the Exchange Agent pursuant to Section 1.11(a) that remains unclaimed by Company Stockholders two (2) years after the Effective

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

portion of the Stockholder Merger Consideration in accordance with this Section 1.11 prior to that time shall thereafter look only

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

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

(g) Notwithstanding

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

contemplated hereby, and each Person who would otherwise be entitled to a fraction of a share of SPAC Common Stock (after aggregating

all fractional shares of SPAC Common Stock that otherwise would be received by such holder) shall instead have the number of shares of

SPAC Common Stock issued to such Person rounded down in the aggregate to the nearest whole share of SPAC Common Stock.

1.12 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 SPAC or Merger Sub, each share of Merger Sub

Common Stock outstanding immediately prior to the Effective Time shall be converted into an equal number of shares of common stock of

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

shares of capital stock of the Surviving Corporation.

1.13 Closing

Consideration Spreadsheet.

(a) At

least three (3) Business Days prior to the Closing, the Company shall deliver to SPAC a spreadsheet (the “Closing Consideration

Spreadsheet”), prepared by the Company in good faith and detailing the following, in each case, as of immediately prior

to the Effective Time:

(i) the

name and address of record of each Company Stockholder and the number of shares of Company Common Stock held by such Company Stockholder

(including, in the case of Company Restricted Stock, the rights of repurchase or vesting applicable to such Company Restricted Stock);

(ii) the

names of record of each holder of Company Options, and the exercise price, number and series or class of shares of Company Common Stock

issuable pursuant to each of the Company Options held by such holder (including, in the case of unvested Company Options, the vesting

schedule, vesting commencement date, and date fully vested);

(iii) detailed

calculations of each of the following (in each case, determined without regard to withholding):

(A) The

number of Fully-Diluted Company Shares;

(B) The

Conversion Ratio;

number of shares subject to the aggregate Merger Consideration;

(D) for

each Assumed Option, the exercise price therefor and the number of shares of SPAC Common Stock subject to such Assumed Option; and

(E) The

Company SAFE Conversion Amounts.

The contents of the Closing Consideration Spreadsheet

delivered by the Company hereunder shall be subject to reasonable review and comment by SPAC. The Parties agree that SPAC and Exchange

Agent shall be entitled to rely on the Closing Consideration Spreadsheet in issuing SPAC Common Stock in accordance with this Article

1.14 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.

1.15 Tax

Withholding. SPAC will be entitled to deduct and withhold from any payment to be made under this Agreement all Taxes that SPAC is

required to deduct and withhold with respect to such payment under any provision of applicable Tax Law. Before making any such deduction

or withholding, SPAC shall give the Company Stockholders notice of the intention to make such deduction or withholding and such notice,

which shall include the authority, basis, and method of calculation for the proposed deduction or withholding, shall be given at least

three (3) Business Days before such deduction or withholding is required, in order for the Company Stockholders to obtain reduction of

or relief from such deduction or withholding and shall assist Company Stockholders as reasonably requested in obtaining such reduction

of or relief from such deduction or withholding. Taxes withheld pursuant to this Section 1.15 (i) will be timely remitted by SPAC

to the appropriate Governmental Authority and (ii) to the extent so remitted, will be treated for all purposes of this Agreement as having

been paid to the Person in respect of which such deduction and withholding was made.

Article

CLOSING

2.1 Closing.

The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place electronically

by the exchange of the closing deliverables by the means provided in Section 9.14 and/or otherwise as agreed amongst the Parties,

as promptly as reasonably practicable, but in no event later than the second (2nd) Business Day following the satisfaction

(or, to the extent permitted by applicable Law and the applicable provisions of Article VI, waiver) of the conditions set forth

in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction

or waiver of such conditions) (the date upon which the Closing actually occurs is referred to herein as the “Closing Date”)

or at such other place, date and/or time as SPAC and the Company may agree in writing.

Article

III

REPRESENTATIONS AND WARRANTIES OF THE SPAC

Except as set forth in (i)

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

the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, or (ii) the SEC

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

and as of the Closing, as follows:

3.1 Organization

and Standing.

(a) SPAC

is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. SPAC has all requisite

corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. SPAC is duly

qualified or licensed to transact business and in good standing (or the equivalent thereof, if applicable, in each case, with respect

to the jurisdictions that recognize the concept of good standing or any equivalent thereof) in each jurisdiction in which the character

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

except where the failure to be so duly qualified or licensed and in good standing can be cured without material cost or expense. SPAC

has heretofore made available to the Company accurate and complete copies of its Organizational Documents, as currently in effect. SPAC

is not in violation of any provision of its Organizational Documents in any material respect.

(b) Merger

Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware and was incorporated solely for

the purpose of engaging in the transactions contemplated by this Agreement. Merger Sub is the wholly owned subsidiary of SPAC and does

not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person or the right to acquire any such Equity

Security, and Merger Sub is not a partner or member of any partnership, limited company or joint venture. Merger Sub has not engaged in

any business activities other than as contemplated by this Agreement, and does not carry on any business independent of SPAC, and, other

than this Agreement and the Ancillary Documents to which it is or will be a party, Merger Sub is not party to or bound by any Contract.

Merger Sub has no assets, and has no Liabilities except those incurred in connection with this Agreement and the Ancillary Documents to

which it is or will be a party and the Transactions.

3.2 Authorization;

Binding Agreement. Each of SPAC and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement

and each Ancillary Document to which it is or will be a party, to perform such Party’s obligations hereunder and thereunder and

to consummate the Transactions, subject to obtaining the Required SPAC Shareholder Approval. The execution and delivery of this Agreement

and each Ancillary Document to which it is or will be a party and the consummation of the Transactions (a) have been duly and validly

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

proceedings, other than as set forth elsewhere in the Agreement, on the part of SPAC or Merger Sub are necessary to authorize the execution

and delivery of this Agreement and each Ancillary Document to which it is or will be a party or to consummate the Transactions. This Agreement

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

by SPAC or Merger Sub, as applicable, and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary

Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of

SPAC or Merger Sub, as applicable, enforceable against such Party 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”). The boards

of directors of SPAC and Merger Sub, by resolutions (i) duly adopted at meetings duly convened and held or (ii) in the case of SPAC, in

writing signed by all of the directors of SPAC, have each (i) determined that the Merger (preceded by the Domestication) and the other

Transactions are fair, advisable and in the best interests of their respective companies and shareholders (or, in the case of Merger Sub,

stockholder), (ii) approved this Agreement and the Ancillary Documents and the Transactions contemplated hereby and thereby, including

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

their respective shareholders (or, in the case of Merger Sub, stockholder) the approval and adoption of this Agreement and the Ancillary

Documents and the Transactions contemplated hereby and thereby, including the Domestication and the Merger.

3.3 Governmental

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

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

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

Sub of the Transactions, other than (a) pursuant to Antitrust Laws, including compliance with and filings under the HSR Act, (b) such

filings as contemplated by this Agreement (including (i) the Registration Statement and the Proxy Statement with the SEC for purposes

of the declaration of the effectiveness of the Registration Statement by the SEC, (ii) such filings with and approvals of Nasdaq (or,

if applicable, NYSE) to permit the shares of SPAC Common Stock registered in the Registration Statement to be listed on Nasdaq (or, if

applicable, NYSE), and (iii) such filings required in connection with the Domestication and the Merger), (c) any filings required with

Nasdaq (or, if applicable, NYSE) and/or the SEC with respect to the transactions contemplated by this Agreement, (d) applicable requirements,

if any, of the Securities Act, the Exchange Act, and/ or any state “blue sky” securities Laws, and the rules and regulations

thereunder, and (e) where the failure to obtain or make such Consents or to make such filings or notifications, would not reasonably be

expected to have a Material Adverse Effect on SPAC or its ability to perform its obligations under this Agreement or the Ancillary Documents

or consummate the transactions contemplated hereby or thereby, in any case, in any material respect.

3.4 Non-Contravention.

Except as otherwise described in Schedule 3.4, the execution and delivery by SPAC and Merger Sub of this Agreement and each Ancillary

Document to which it is a party, the consummation by SPAC and Merger Sub of the Transactions, and compliance by SPAC and Merger Sub with

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

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, or constitute a breach under, any Law, Order or Consent to which SPAC or any of its properties or

assets are subject are bound, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which,

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

or modification of, (iv) accelerate the performance required by SPAC under, (v) result in a right of termination or acceleration under,

(vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of

the properties or assets of SPAC under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to

any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change

in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term

under, any of the terms, conditions or provisions of, any SPAC Material Contract, except for any deviations from any of the foregoing

clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on SPAC.

3.5 Capitalization.

(a) SPAC

is authorized to issue 500,000,000 SPAC Class A Ordinary Shares, 50,000,000 SPAC Class B Ordinary Shares, and 5,000,000 SPAC Preference

Shares. The issued and outstanding SPAC Securities as of the date of this Agreement are set forth on Schedule 3.5(a). As of the

date of this Agreement, there are no issued or outstanding SPAC Preference Shares. All issued and outstanding SPAC Ordinary Shares are

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

of first refusal, preemptive right, subscription right or any similar right under any provision of the Companies Act, SPAC’s Organizational

Documents or any Contract to which SPAC is a party. None of the outstanding SPAC Securities has been issued in violation of any applicable

securities Laws.

(b) Prior

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

than Merger Sub, SPAC does not have any Subsidiaries or own or hold (of record, beneficially, legally or otherwise), directly or indirectly,

any Equity Securities in any other Person or the right to acquire any such Equity Security, and SPAC is not a partner or member of any

partnership, limited company or joint venture.

as set forth in Schedule 3.5(a) or Schedule 3.5(c) there are no (i) outstanding options, warrants, puts, calls, convertible

securities, equity appreciation, phantom equity or profit participation rights, preemptive or similar rights, (ii) bonds, debentures,

notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights or

(iii) subscriptions or other rights, agreements, arrangements, Contracts or commitments of any character (other than this Agreement and

the Ancillary Documents), (A) relating to the issued or unissued shares of SPAC, (B) obligating SPAC to issue, transfer, deliver or sell

or cause to be issued, transferred, delivered, sold or repurchased any options or shares or securities convertible into or exchangeable

for such shares, or (C) obligating SPAC to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement,

arrangement or commitment for such capital shares. Other than the redemption of SPAC Class A Ordinary Shares (or replacement shares of

SPAC Common Stock upon the Domestication) by Public Shareholders conducted in conjunction with an Extension (an “Extension

Redemption”) or the Closing Redemption (each of an Extension Redemption and a Closing Redemption, a “Redemption”)

or as expressly set forth in this Agreement, there are no outstanding obligations of SPAC to repurchase, redeem or otherwise acquire any

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

Person. Except as set forth in Schedule 3.5(c), there are no shareholders agreements, voting trusts or other agreements or understandings

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

(d) All

Indebtedness of SPAC as of the date of this Agreement is set forth on Schedule 3.5(d). No Indebtedness of SPAC contains any restriction

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

any Lien on its properties or assets.

(e) Since

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

in respect of its shares or other Equity Securities and has not repurchased, redeemed or otherwise acquired any of its shares or other

Equity Securities, and SPAC’s board of directors has not authorized any of the foregoing.

(f) At

the Effective Time, SPAC will have reserved out of its authorized but unissued shares of SPAC Common Stock a number of shares not less

than the aggregate Stockholder Merger Consideration, and such shares will be available for issuance in accordance with this Agreement.

3.6 SEC

Filings and SPAC Financials.

(a) SPAC,

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

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

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

to the date of this Agreement. Except to the extent available on EDGAR, SPAC has delivered to the Company copies in the form filed with

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

SPAC was required to file such a form, (ii) SPAC’s quarterly reports on Form 10-Q for each fiscal quarter that SPAC filed such reports

to disclose its quarterly financial results in each of the fiscal years of SPAC referred to in clause (i), (iii) all other forms, reports,

registration statements, prospectuses and other documents (other than preliminary materials) filed by SPAC with the SEC since the beginning

of the first fiscal year referred to in clause (i) (the forms, reports, registration statements, prospectuses and other documents (and

as they have been supplemented, modified or amended since the time of filing) referred to in clauses (i), (ii) and (iii), whether or not

available through EDGAR, are, collectively, the “SEC Reports”) and (iv) all certifications and statements required

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

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

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

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

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

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

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

are each true as of their respective dates of filing. 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) SPAC Units, SPAC Class A Ordinary Shares and SPAC Public Warrants are

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

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

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

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

rules) of Nasdaq.

(b) The

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

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

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

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

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

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

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

obligations of the type required to be reflected on a balance sheet prepared in accordance with GAAP that are not adequately reflected

or reserved on or provided for in SPAC Financials, other than Liabilities of the type required to be reflected on a balance sheet in accordance

with GAAP that have been incurred since March 31, 2026 in the ordinary course of business.

3.7 Absence

of Certain Changes. Except as set forth in Schedule 3.7, SPAC has (a) since its incorporation, conducted no business other

than its formation, the public offering of its securities (and the related private offerings), public reporting and its search for an

initial Business Combination as described in the IPO Prospectus (including the investigation of the Target Companies and the negotiation

and execution of this Agreement) and related activities and (b) since December 31, 2024, not been subject to a Material Adverse Effect

on SPAC. Since the IPO, SPAC has not taken any action or committed or agreed to take any action that would be prohibited by Section

5.3(b) (without giving effect to Schedule 5.3) if such action were taken on or after the date hereof without the consent of

the Company.

3.8 Compliance

with Laws. SPAC is, and has since its incorporation been, in compliance in all material respects with all Laws applicable to it and

the conduct of its business, and SPAC has not received written notice alleging any violation of applicable Law in any material respect

by SPAC.

3.9 Actions;

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

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

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

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

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

be expected to have a Material Adverse Effect on SPAC.

3.10 Taxes

and Returns.

(a) SPAC

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

accurate and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all

material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in SPAC Financials have been

established in accordance with GAAP.

(b) Schedule

3.10(b) sets forth each jurisdiction where SPAC files or is required to file a Tax Return.

are no audits, examinations, investigations or other Actions pending against SPAC in respect of any Tax, and SPAC has not been notified

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

reserves in SPAC Financials have been established in accordance with GAAP or are immaterial in amount).

(d) There

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

(e) As

of the date of this Agreement, SPAC 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) SPAC

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

outstanding requests by SPAC for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be

due on any Tax Return.

(g) Since

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

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

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

(h) SPAC

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

Regulation section 1.6011-4.

(i) As

of the date hereof, SPAC has not requested, nor is it the subject of or bound by any private letter ruling, technical advice memorandum,

closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such

request outstanding.

(j) SPAC:

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

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

group of which SPAC 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; and (ii) is not, nor has ever been, (A) a U.S. real property holding corporation

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

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

(k) To

SPAC’s Knowledge, there are no facts, agreements, plans or other circumstances, and SPAC has not taken or agreed to take any action

that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section

368(a) of the Code.

3.11 Employees

and Employee Benefit Plans. SPAC does not (a) have and has never had any employees or (b) maintain, sponsor, contribute to or otherwise

have any Liability under, any Benefit Plans. For the purposes of applicable Law, including the Code, all independent contractors who are

currently, or have been, engaged by SPAC are bona fide independent contractors and not employees of SPAC. Except as set forth on Schedule

3.11, each independent contractor is terminable on fewer than thirty (30) days’ notice, without any obligation of SPAC to pay

severance or a termination fee.

3.12 Properties.

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

lease any material real property or material Personal Property.

3.13 Material

Contracts.

(a) Except

as set forth on Schedule 3.13(a), other than this Agreement and the Ancillary Documents, there are no Contracts to which SPAC is

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

than $100,000, (ii) may not be cancelled by SPAC on less than sixty (60) days’ prior notice without payment of a material penalty

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

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

in business as currently conducted by it or compete with any other Person (each, a “SPAC Material Contract”).

All SPAC Material Contracts have been made available to the Company other than those that are exhibits to the SEC Reports.

(b) With

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

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

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

by the Enforceability Exceptions), (iii) SPAC is not in breach or default in any material respect, and no event has occurred that with

the passage of time or giving of notice or both would constitute such a breach or default in any material respect by SPAC, or permit termination

or acceleration by the other party, under such SPAC Material Contract, and (iv) to the Knowledge of SPAC, no other party to such SPAC

Material Contract is in breach or default in any material respect, and no event has occurred that with the passage of time or giving of

notice or both would constitute such a material breach or default by such other party, or permit termination or acceleration by SPAC under

such SPAC Material Contract.

3.14 Transactions

with Affiliates. Schedule 3.14 sets forth a true, correct and complete list of the Contracts and arrangements that are in existence

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

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

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

3.15 Merger

Sub Activities. Since its incorporation, 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 or will be a party and the Transactions,

and, other than this Agreement and the Ancillary Documents to which it is or will be a party, Merger Sub is not party to or bound by any

Contract.

3.16 Investment

Company Act. As of the date of this Agreement, SPAC is not an “investment company”, 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.

3.17 Finders

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

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

contemplated by this Agreement or the Ancillary Documents based upon arrangements made by or on behalf of SPAC or Merger Sub.

3.18 Ownership

of Stockholder Merger Consideration. All shares of SPAC 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 SPAC 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 SPAC Common Stock pursuant hereto will not be subject

to or give rise to any preemptive rights or rights of first refusal.

3.19 Certain

Business Practices.

(a) Neither

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

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

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

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

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

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

with any actual or proposed transaction.

(b) The

operations of SPAC are and have been conducted at all times in compliance in all material respects with money laundering Laws and statutes

in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued,

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

to the Knowledge of SPAC, threatened.

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

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

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

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

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

activities of any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC, in each case, since

its incorporation.

3.20 Insurance.

Schedule 3.20 lists all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type

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

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

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

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

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

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

to have a Material Adverse Effect on SPAC.

3.21 Information

Supplied. None of the information supplied or to be supplied by or on behalf of SPAC or Merger Sub expressly for inclusion or incorporation

by reference prior to the Closing in the Registration Statement and/or Proxy Statement will, when the Registration Statement and the Proxy

Statement are declared effective or when the Registration Statement and the Proxy Statement are mailed to SPAC’s shareholders or

at the time of SPAC Extraordinary General Meeting, and in the case of any amendment thereto, at the time of such amendment, contain any

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

statements therein, in light of the circumstances under which they are made, not misleading; provided that notwithstanding the foregoing

provisions of this Section 3.21, no representation or warranty is made by SPAC with respect to information or statements made or

incorporated by reference in the Registration Statement and/or Proxy Statement that were not supplied by or on behalf of SPAC or Merger

Sub for use therein.

3.22 Independent

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

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

personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies for such purpose. SPAC

acknowledges and agrees that: (a) in making its decision to enter into this Agreement and each Ancillary Document to which it is or will

be a party and to consummate the Transactions, it has relied solely upon its own investigation and the express representations and warranties

of the Company set forth in this Agreement (including the related portions of the Company Disclosure Schedules) and in any certificate

delivered to SPAC pursuant hereto, and the information provided by or on behalf of the Company for the Registration Statement; and (b)

none of the Company or its Representatives have made any representation or warranty as to the Target Companies, or this Agreement or any

of the Ancillary Documents to which it is or will be a party or the Transactions, except as expressly set forth in this Agreement (including

the related portions of the Company Disclosure Schedules) or in any certificate delivered to SPAC pursuant hereto, in such Ancillary Document

or with respect to the information provided by or on behalf of the Company for the Registration Statement.

3.23 No

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

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

any express or implied representation or warranty with respect to any of SPAC or Merger Sub or their respective business, operations,

assets or Liabilities, or the transactions contemplated by this Agreement or any of the other Ancillary Documents, and SPAC and Merger

Sub each hereby expressly disclaims any other representations or warranties, whether implied or made by SPAC, Merger Sub or any of their

respective Representatives. Except for the representations and warranties expressly made by SPAC in this Article III (as modified

by SPAC Disclosure Schedules) or in an Ancillary Document, SPAC hereby expressly disclaims all liability and responsibility for any representation,

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

of its Representatives (including any opinion, information, projection or advice that may have been or may be provided to the Company

or any of its Representatives by any Representative of SPAC or Merger Sub), including any representations or warranties regarding the

probable success or profitability of the businesses of SPAC or Merger Sub.

3.24 Trust

Account. As of the date of this Agreement, there is at least $183,000,000 held in the Trust Account. The funds held in the Trust Account

are invested in U.S. government securities 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 in full force and effect and is a legal, valid and

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

Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and,

to the Knowledge of SPAC, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are

no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description

of the Trust Agreement in the SEC Reports to be inaccurate in any material respect or, to the Knowledge of SPAC, that would entitle any

Person (other than (i) in respect of deferred underwriting commissions in accordance with SPAC’s underwriting agreement with the

IPO Underwriter or Taxes, (ii) the holders of SPAC Common Stock prior to the Effective Time who shall have elected to redeem their SPAC

Common Stock pursuant to the SPAC’s Organizational Documents or in connection with an amendment thereof to extend SPAC’s deadline

to consummate a Business Combination or (iii) if SPAC fails to complete a Business Combination within the allotted time period and liquidates

the Trust Account, subject to the terms of the Trust Agreement, SPAC in limited amounts to permit SPAC to pay the expenses of the Trust

Account’s liquidation and dissolution, and then SPAC’s public shareholders) to any portion of the funds in the Trust Account

prior to the closing of a Business Combination. Prior to the Closing, none of the funds held in the Trust Account have been released other

than as permitted by the Trust Agreement. As of the date of this Agreement, there are no Actions pending or, to the Knowledge of SPAC,

threatened with respect to the Trust Account.

3.25 No

Alternative Agreements. Neither SPAC nor the Sponsor is a party to any letter of intent, term sheet, or agreement (whether binding

or non-binding) with respect to any Alternative Transaction, other than this Agreement.

Article

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the

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

the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, the Company hereby

represents and warrants to SPAC, 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. The Company

is duly qualified or licensed to transact business and in good standing to transact business (or the equivalent thereof, if applicable,

in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) 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, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary,

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

expected to have a Material Adverse Effect on the Company. Schedule 4.1 lists all jurisdictions in which each Target Company is

qualified to conduct business and all names other than its legal name under which each Target Company does business as of the date hereof.

The Company has made available to SPAC accurate and complete copies of the Company’s 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 respect.

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, 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, (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 stockholders 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 or is required to be a party or to

consummate the Transactions. 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 (assuming that this Agreement and the Ancillary Documents to which the Company

is or is required to be a party are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the other

Persons party hereto and thereto), enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement

and the Merger and the other Transactions 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 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 Stock representing at least the Required Company Stockholder Approval,

and such Voting Agreements are in full force and effect.

4.3 Capitalization.

(a) The

Company is authorized to issue (i) 74,738,700 shares of Company Common Stock, 22,179,013 of which shares are issued and outstanding,

(ii) 35,486,876 shares of Company Preferred Stock, consisting of (A) 692,625 shares designated as Company Series Seed Junior Prime Preferred

Stock, 692,625 of which are issued and outstanding, (B) 3,919,064 shares designated as Company Series Seed 2 Junior Prime Preferred Stock,

3,919,064 of which are issued and outstanding, (C) 671,939 shares designated as Company Series B Junior Prime Preferred Stock, 671,939

of which are issued and outstanding, (D) 4,866,669 shares designated as Company Series B Senior Prime Preferred Stock, 4,866,669 of which

are issued and outstanding, (E) 12,090,196 shares designated as Company Series B-1 Preferred Stock, 12,090,196 of which are issued and

outstanding, and (F) 13,246,383 shares designated as Company Series B-2 Preferred Stock, 12,934,916 of which are issued and outstanding,

and (iii) 607,319 shares of Company FF Preferred Stock, 607,319 of which are issued and outstanding. Prior to giving effect to the Transactions,

all of the issued and outstanding Company Stock and other equity interests of the Company are set forth on Schedule 4.3(a), along

with the record holders 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. The rights, privileges and preferences of the Company Preferred Stock are as stated in the Company Charter and as provided by the

DGCL.

(b) The

Company is a party to the Pre-Signing Company SAFEs set forth on Schedule 4.3(b) (which Schedule 4.3(b) includes the name of

the investor party thereto, the valuation cap and the discount price set forth therein for their investment). A true, complete and

correct copy of the form of the Pre-Signing Company SAFEs has been provided to SPAC.

Company has reserved 10,807,506 shares of Company Common Stock for issuance to officers, directors, employees and consultants of the Company

pursuant to the Company Equity Plan, which was duly adopted by the Company’s board of directors and approved by the Company’s

stockholders. Of such shares of Company Common Stock reserved for issuance under the Company Equity Plan, (i) 7,415,842 of such shares

are reserved for issuance upon exercise of currently outstanding Company Options, (ii) 1,290,069 of such shares are currently issued and

outstanding that were issued upon exercise of Company Options previously granted under the Company Equity Plan, and (iii) 2,101,595 shares

remain available for future awards permitted under the Company Equity Plan. The Company has furnished to SPAC complete and accurate copies

of the Company Equity Plan and forms of agreements used thereunder. Schedule 4.3(c) sets forth the beneficial and record owners

of all outstanding Company Options (including the grant date, number and type of shares issuable thereunder, the exercise price, the expiration

date and any vesting schedule). Other than as set forth on Schedule 4.3(c), 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, restricted stock, restricted stock units, profits,

interest, phantom equity or similar rights with respect to the Company. Except as set forth on Schedule 4.3(c), there are no voting

trusts, proxies, shareholder agreements or any other agreements or understandings to which the Company is a party with respect to the

voting of the Company’s Equity Securities. Except as set forth in the Company’s Organizational Documents, there are no outstanding

contractual obligations of the Company to repurchase, redeem or otherwise acquire any Equity 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 outstanding

securities have been granted, offered, sold and issued in compliance with all applicable securities Laws. As a result of the consummation

of the transactions contemplated by this Agreement, no equity interests of the Company are issuable and no rights in connection with any

interests, warrants, rights, options or other securities of the Company accelerate or otherwise become triggered (whether as to vesting,

exercisability, convertibility or otherwise).

(d) Each

Company Option intended to qualify as an “incentive stock option” under the Code so qualifies. Each grant of a Company Option

was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective by all necessary

corporate action, and: (i) the stock option agreement governing such grant was duly executed and delivered by each party thereto; (ii)

each such grant was made in accordance with the terms of the Company Equity Plan and all other applicable Laws; (iii) the per share exercise

price of each Company Option was equal or greater than the fair market value of a share of Company Common Stock on the applicable grant

date; and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes)

of the Company.

(e) Except

as disclosed in the Company Financials, since January 1, 2026, the Company has not declared or paid any distribution or dividend in respect

of its Equity Securities and has not repurchased, redeemed or otherwise acquired any Equity Securities 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 a true and complete statement of (i) the legal name and jurisdiction of incorporation, organization or

formation, as applicable, of each Subsidiary of the Company, (ii) the number and class or series (as applicable) of all of the Equity

Securities of each Subsidiary of the Company authorized and issued and outstanding and (iii) the identity of the Persons that are the

record and beneficial owners thereof. Except as listed on Schedule 4.4, there are no outstanding (A) equity appreciation, phantom

equity or profit participation rights or (B) options, restricted stock, restricted stock units, phantom stock, warrants, purchase rights,

subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could

require any Subsidiary of the Company to issue, sell or otherwise cause to become issued and outstanding or to acquire, repurchase or

redeem any Equity Securities of any Target Company (including securities convertible into or exchangeable for Equity Securities of any

Target Company). There are no voting trusts, proxies or other Contracts with respect to the voting or transfer of any Equity Securities

of any Subsidiary of the Company. There are no outstanding bonds, debentures, notes or other indebtedness of any Target Company having

the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which an equity holder

of a Target Company may vote. Except as listed on Schedule 4.4, 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 Securities of 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 Securities of the Subsidiaries

listed on Schedule 4.4, the Company does not own or have any rights to acquire, directly or indirectly, any Equity Securities 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 to which the Company is or is required to be a party 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, (b) pursuant to Antitrust

Laws, including compliance with and filings under the HSR Act, (c) the filing with the SEC of (i) the Registration Statement

and the Proxy Statement and the declaration of the effectiveness thereof by the SEC and (ii) such reports under Section 13(a) or 15(d)

of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the Transactions or (d) where the

failure to obtain or make such Consents or to make such filings or notifications, would not, individually or in the aggregate, have or

reasonably be expected to have a Material Adverse Effect upon the Target Companies, taken as a whole, or their respective abilities to

perform their obligations under this Agreement or the Ancillary Documents or consummate the transactions contemplated hereby or thereby,

in any case, in any material respect.

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 and compliance by any Target Company with any of the provisions hereof and thereof,

will not (a) conflict with or violate in any material respect 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, or constitute

a breach under, any Law, Order or Consent to which a Target Company or any of its properties or assets are subject or bound, 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, or cancellation 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 additional payments or provide additional compensation under, (vii) result in the creation of any Lien upon any of the properties

or assets or Equity Securities of a 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, or terminate 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 (b) or (c) that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse

Effect upon the Target Companies, taken as a whole, or their respective abilities to perform their obligations under this Agreement or

the Ancillary Documents or consummate the transactions contemplated hereby or thereby, in any case, in any material respect.

4.7 Financial

Statements.

(a) As

used herein, the term “Company Financials” means the (i) audited 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 December 31, 2024 and December 31, 2025, and the related consolidated audited profit and loss statements, changes in stockholder

equity and statements of cash flows for the fiscal years then ended, each audited by a PCAOB qualified auditor in accordance with GAAP

and PCAOB standards (the “GAAP Audited Company Financials”), (ii) the unaudited consolidated financial statements

of the Target Companies, consisting of the consolidated balance sheet of the Target Companies as of March 31, 2026 (the “Interim

Balance Sheet Date”) and the related consolidated profit and loss statement, changes in stockholder equity and statement

of cash flows for the three (3) months then ended (the “Unaudited Company Financials”). True and correct copies

of the GAAP Audited Company Financials and the Unaudited Company Financials have been provided to SPAC. The Company Financials (i) accurately

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 throughout and among the periods involved (except that the unaudited

statements exclude the footnote disclosures and other presentation items required for GAAP and exclude year-end adjustments which will

not be material in amount), (iii) comply in all material respects with all applicable accounting requirements under the Securities Act

and the rules and regulations of the SEC thereunder, and (iv) fairly present in all material respects the consolidated financial position

of the Target Companies as of the respective dates thereof and the consolidated results of the operations and cash flows of the Target

Companies for the periods indicated. No Target Company has ever been subject to the reporting requirements of Sections 13(a) and 15(d)

of the Exchange Act.

(b) Each

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

controls sufficient to 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 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. In the past five (5) years, no Target Company or its Representatives has received

any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods

of any Target Company or its internal accounting controls, including any material written complaint, allegation, assertion or claim that

any Target Company has engaged in questionable accounting or auditing practices.

Target Companies do not have any Indebtedness other than the Indebtedness set forth on Schedule 4.7(c), which schedule sets for

the amounts (including principal and any accrued but unpaid interest or other obligations) with respect to such Indebtedness. Except as

disclosed on Schedule 4.7(c), no Indebtedness of any Target Company contains any restriction upon (i) the prepayment of any of

such Indebtedness, (ii) the incurrence of Indebtedness by any Target Company, or (iii) the ability of the Target Companies to grant any

Lien on their respective properties or assets.

(d) Except

as set forth on Schedule 4.7(d), no Target Company is subject to any Liabilities or obligations that are required to be reflected

on a balance sheet prepared in accordance with GAAP, except for those that are either (i) adequately reflected or reserved on or provided

for in the consolidated balance sheet of the Company and its Subsidiaries as of the Interim Balance Sheet Date contained in the Company

Financials, (ii) were incurred after the Interim Balance Sheet Date in the ordinary course of business (other than Liabilities for breach

of any Contract or violation of any Law) or (iii) are Liabilities for expenses incurred in connection with the transactions contemplated

by this Agreement.

(e) The

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

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

(f) All

accounts, notes and other receivables, whether or not accrued, and whether or not billed, of the Target Companies (the “Accounts

Receivable”) arose from sales actually made or services actually performed in the ordinary course of business and represent

valid obligations to a Target Company arising from its business. None of the Accounts Receivable are subject to any right of recourse,

defense, deduction, return of goods, counterclaim, offset, or set off on the part of the obligor in excess of any amounts reserved therefore

on the Company Financials. All of the Accounts Receivable are, to the Knowledge of the Company, fully collectible according to their terms

in amounts not less than the aggregate amounts thereof carried on the books of the Target Companies (net of reserves) within ninety (90)

days.

4.8 Absence

of Certain Changes. Except as set forth on Schedule 4.8, since December 31, 2025, each Target Company has (a) conducted its

business only in the ordinary course of business, (b) not been subject to a Material Adverse Effect and (c) has not taken any action or

committed or agreed to take any action that would be prohibited by Section 5.2(b) (without giving effect to Schedule 5.2)

if such action were taken on or after the date hereof without the consent of SPAC.

4.9 Compliance

with Laws. Each Target Company is or has been in compliance in all material respects with all Laws applicable to it and the conduct

of its business. No Target Company has received, in any case, since January 1, 2023, any written 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 SPAC true, correct

and complete copies of all material Company Permits, all of which material Company Permits are listed on Schedule 4.10. All of

the Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permits is pending or, to the

Company’s Knowledge, threatened in writing. 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 notice of any Actions relating to the revocation or modification of any Company

Permit.

4.11 Litigation.

Except as described on Schedule 4.11, in the three (3) years prior to the date of this Agreement there has not been any (a) Action

by any Person pending or, to the Company’s Knowledge, threatened in writing against or involving any Target Company or, to the Company’s

Knowledge, pending or threatened in writing against or involving any Target Company’s directors or officers (in their capacity as

such), except, in each case, as is not and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse

Effect upon the Target Companies, taken as a whole, or (b) material Action by a Target Company pending against any other Person. Neither

the Target Companies nor any of their respective properties or assets are subject to any material Order, except as set forth on Schedule

4.11. In the past five (5) years, none of the current or former officers, senior management or directors of any Target Company have

been charged with, indicted for, arrested for, or convicted of any felony or any crime involving fraud.

4.12 Material

Contracts.

(a) Schedule

4.12(a) sets forth a true, correct and complete list of, and the Company has made available to SPAC (including written summaries of

oral Contracts), true, correct and complete copies of, each Contract to which any Target Company is a party or by which any Target Company,

or any of its properties or assets are bound (each Contract required to be set forth on Schedule 4.12(a), a “Company

Material Contract”) that:

(i) contains

covenants that limit the ability of any Target Company (A) to compete in any line of business or with any Person or in any geographic

area or to sell, or provide any service or product or solicit any Person, including any non-competition covenants, 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 $200,000;

(v) involves

the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with an aggregate value in excess of $200,000

(other than in the ordinary course of business);

(vi) any

Contract with any Person under which any Target Company grants to any Person any right of first refusal, right of first negotiation, option

to purchase, option to lease or any other similar rights with respect to any material Company Owned IP;

(vii) shares

or other equity interests of any Target Company or another Person;

(viii) 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;

(ix) 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 $500,000 per year or $1,000,000 in the aggregate, other than at-will employment arrangements with employees entered

into in the ordinary course of business;

(x) is

with any Top Customer or Top Supplier;

(xi) obligates

the Target Companies to provide continuing indemnification (outside of indemnification obligations in agreements with third parties entered

into in the ordinary course of business consistent with past practice) or a guarantee of obligations or Liabilities of a third party in

the aggregate in excess of $200,000;

(xii) 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), including all non-competition, severance and indemnification agreements, or

any Related Person;

(xiii) obligates

the Target Companies to make any capital commitment or expenditure in excess of $200,000 (including pursuant to any joint venture);

(xiv) 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 material obligations (other than customary confidentiality obligations);

(xv) provides

another Person (other than another Target Company or any manager, director or officer of any Target Company) with a power of attorney;

(xvi) relates

to the development, ownership, licensing or use of any material Intellectual Property by, to or from any Target Company, other than (A)

Off-the-Shelf Software; (B) licenses for Open Source Materials; (C) Contracts which include non-exclusive license grants by a Target Company

in the ordinary course of business, (D) Contracts which include non-exclusive license grants that are incidental to the primary purpose

of the Contract, (E) nondisclosure agreements, and (F) employment and service Contracts with employees and contractors in the ordinary

course of business ((A)-(F), collectively, “Standard IP Agreements”);

(xvii) that

will be required to be filed with the Registration Statement under applicable SEC requirements or would otherwise be required to be filed

by the Company as an exhibit for a Form S-1 pursuant to Items 601(b)(1), (2), (4), (9) or (10) of Regulation S-K under the Securities

Act as if the Company was the registrant; or

(xviii) is

otherwise material to any Target Company and outside of the ordinary course of business and not described in clauses (i) through (xvii)

above.

(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 in any material respect; (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 the 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 material rights under any such Company Material Contract.

4.13 Intellectual

Property.

(a) Schedule

4.13(a)(i) sets forth: (i) all Company Registered IP, specifying as to each item, as applicable: (A) the applicable name and/or title,

(B) the registered 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

Trademarks owned or purported to be owned by a Target Company. Schedule 4.13(a)(ii) sets forth all Company Inbound IP Licenses

involving license fees of more than $200,000.

(b) Each

Target Company owns all rights, titles, and interests in the Company Owned IP of the Target Company, free and clear of all Liens (other

than Permitted Liens), and has valid and enforceable rights in, and has the unrestricted (subject to Permitted Liens) right to use, sell,

license, transfer or assign, all Intellectual Property currently used or licensed by such Target Company for the conduct of the Target

Companies’ business as currently conducted, except for the Intellectual Property that is the subject of the Company Inbound IP Licenses.

No item of Company Registered IP that consists of a pending Patent application fails to identify all pertinent inventors or incorrectly

identifies one or more persons as 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, including where such inventions were created during the course of such

Person’s employment or engagement by the applicable Target Companies. Except as set forth on Schedule 4.13(b), all Company

Registered IP is owned exclusively by the applicable Target Company without obligation to pay royalties or other fees, or otherwise account

to any third party with respect to such Company Registered IP, and all necessary registration, maintenance, renewal, and other relevant

filing fees due through the date of this Agreement have been timely paid with respect to such Company Registered IP, and such Target Company

has recorded assignments of all Company Registered IP, as applicable. All Company Registered IP is, to the Knowledge of the Company, 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. Each Target Company

has a valid and enforceable license to use all Intellectual Property that is the subject of the Company Inbound IP Licenses applicable

to such Target Company. Excluding Standard IP Agreements, the Company Inbound IP Licenses include all of the material licenses, sublicenses

and other agreements for the use of Intellectual Property owned by a third party necessary to operate the Target Companies as presently

conducted. Each Target Company has complied in all material respects with the terms and conditions of the Company Inbound IP Licenses,

has made all payments required under the Company Inbound IP Licenses to date, and such Target Company is not, nor, to the Knowledge of

the Company, is any other party thereto, in breach or default of any material terms thereunder, nor, to the Knowledge of the Company,

has any event occurred that would, including with notice or lapse of time or both, constitute a material default thereunder. The continued

use by the Target Companies of the Intellectual Property that is the subject of the Company Inbound IP Licenses in the same manner that

it is currently being used is not restricted by any applicable license of any Target Company.

4.13(c) sets forth all Company Outbound IP Licenses involving license fees of more than $200,000 in the aggregate. Each Target Company

has complied in all material respects with the terms and conditions of the Company Outbound IP Licenses, and such Target Company is not,

nor, to the Knowledge of the Company, is any other party thereto, in material breach or material default thereunder, nor, to the Knowledge

of the Company, has any event occurred that with notice or lapse of time or both would constitute a material default thereunder.

(d) No

Action is pending or, to the Knowledge of the Company, threatened against a Target Company that challenges the validity, enforceability,

ownership, or right to use, sell, license or sublicense, any Company Owned IP, 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

that the business activities, products, or services of any Target Company infringe, misappropriate, violate, dilute or constitute any

unauthorized use of the Intellectual Property of any other Person, 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 Company Owned IP, (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 Company Outbound IP Licenses, grant any third Person any right with

respect to any material Company Owned IP. No Target Company is currently infringing upon, or has, in the last six (6) 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

used 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 six (6) years has been, infringing upon, misappropriating or otherwise violating any Company Owned IP in

any material respect.

(e) All

officers, directors, employees and independent contractors of a Target Company (and each of their respective Affiliates) involved in the

creation of Company Owned IP within their scope of employment or engagement have assigned to the Target Companies all such Company Owned

IP, and all such assignments of Company Registered IP created by such officers, directors, employees and independent contractors have

been recorded. No current or former officers, employees or independent contractors of a Target Company have claimed any ownership interest

in any material 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 Owned IP or any confidentiality or nondisclosure Contract relating

to Company Owned IP. The Company has made available to SPAC true and complete copies of all written Contracts referenced in subsections

under which employees and independent contractors assigned the Company Owned IP to a Target Company. Each Target Company has taken commercially

reasonable security measures designed to protect the secrecy, confidentiality and value of the material Company Owned IP.

(f) To

the Knowledge of the Company, no Person has obtained unauthorized use of or access to third party confidential information or Personal

Information in the possession of a Target Company (“Sensitive Information”), nor has there been any other material

compromise of the security or confidentiality of such Sensitive Information. No Target Company has received any written or, to the Knowledge

of the Company, oral complaint (i) relating to the Processing of Personal Information and alleging a violation of applicable Laws, written

Contract requirements or policies of a Target Company, or (ii) alleging a breach in the security of, any such Sensitive Information. Each

Target Company has complied in all material respects with all applicable Laws and written Contract requirements relating to privacy, protection,

and the Processing of Personal Information and its own written privacy policies and guidelines. To the Knowledge of the Company, the operation

of the business of the Target Companies has not and does not violate any right to privacy or publicity of any third person under applicable

Law, in any case, in any material respect.

(g) The

consummation of the transactions contemplated by this Agreement will not result in the material breach, material modification, cancellation,

termination, suspension of, or acceleration of any Company Inbound IP Licenses or Company Outbound IP Licenses, or any payments with respect

to, or release of source code included as part of Company Owned IP. As of and following the Closing, the Company shall be permitted to

exercise, directly or indirectly through its Subsidiaries, all of the Target Companies’ rights under the Company Outbound IP Licenses

and the Company Inbound IP Licenses to the same extent that the Target Companies would have been able to exercise had the transactions

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

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

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

Taxes for which adequate reserves in the Company Financials have been established.

(b) There

is no 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.

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 audits, examinations, investigations or other Actions pending

against a Target Company in respect of any material 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 material Taxes upon any Target Company’s assets, other than Permitted Liens.

(e) As

of the date of this Agreement, each Target Company has collected or withheld all material 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 material outstanding waivers or extensions of any applicable statute of limitations to assess any material amount

of Taxes (other than extensions with respect to the filing of Tax Returns). There are no material 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 (other

than extensions obtained in the ordinary course of business for which adequate reserves in the Company Financials have been established

or that are immaterial in amount).

(g) No

Target Company has been a party to, participated in, or sold, distributed or otherwise promoted, any “reportable transaction,”

as defined in U.S. Treasury Regulation section 1.6011-4.

(h) The

Company is not a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement,

arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which

is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating

to Taxes with any Governmental Authority) that will be binding on any Target Company with respect to any period following the Closing

Date.

(i) No

Target Company has requested, or is it the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement

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

(j) 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.

(k) To

the Knowledge of the Company, there are no facts, agreements, plans or other circumstances, and no Target Company has taken or agreed

to take any action 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”), as well as the current annual rent and term under each Company Real Property

Lease. The Company has provided to SPAC a true and complete copy of each of the Company Real Property Leases, and in the case of any oral

Company Real Property Lease, a written summary of the material terms of such Company Real Property Lease. The Company Real Property Leases

are valid, binding and enforceable in accordance with their terms and are in full force and effect. To the Knowledge of the Company, no

event has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would

constitute a default on the part of a Target Company or any other party under any of the Company Real Property Leases, and no Target Company

has received notice of any such condition. No Target Company owns or has ever owned any real property or any interest in real property

(other than the leasehold interests in the Company Real Property Leases).

4.16 Personal

Property. Except as set forth in Schedule 4.16, all items of Personal Property that are currently owned, used or leased by

a Target Company 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 is not dependent upon the right to use the material 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.

4.17 Title

to and Sufficiency of Assets. Each Target Company has good and marketable title to, or, in the case of leased or subleased assets,

an enforceable leasehold interest in, or, in the case of licensed assets, a valid license in, all of its material tangible 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 Interim Balance Sheet Date included in the Company Financials and (d) Liens set forth on Schedule 4.17,

except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Target Companies, taken

as a whole. The assets (including Intellectual Property rights and contractual rights) of the Target Companies constitute all of the material

assets, rights and properties that are used in the operation of the businesses of the Target Companies as it is now conducted or that

are used or held by the Target Companies for use in the operation of the businesses of the Target Companies, and taken together, are adequate

and sufficient in all material respects for the operation of the businesses of the Target Companies as currently conducted, provided that

no representation is made pursuant to this paragraph regarding infringement of any Intellectual Property rights of any Person.

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 claims, charges and/or litigations

(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. No material employee layoff, facility closure or shutdown

(whether voluntary or by Law or Order), reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in

hours, salary or wages, or other workforce changes affecting Target Company employees that would trigger notice obligations under the

Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar federal, state, local or foreign Laws, has occurred

since January 1, 2023, or is currently contemplated, planned or announced. Since January 1, 2023, no Target Company has implemented any

plant closing or employee layoffs that would trigger notice obligations under the Worker Adjustment and Retraining Notification Act of

1988, as amended, or any similar federal, state, local or foreign Laws.

(b) Except

as set forth in Schedule 4.18(b) or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse

Effect on the Target Companies taken as a whole, (i) each Target Company is and has for the past four (4) years been in compliance in

all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, occupational

health, 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, family and medical leave,

and employee terminations, (ii) no Target Company has 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, (iii) no Target Company is liable for any material past

due arrears of wages or any material penalty for failure to comply with any of the foregoing, and (iv) no Target Company is 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). 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)), and (ii) any bonus, commission or other remuneration other than salary paid during the fiscal year ended December

31, 2025, and from that date until the date hereof. Except as set forth on Schedule 4.18(c), each employee of a Target Company

is employed “at will”. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse

Effect on 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 material 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 SPAC 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, for each such Person. Except as set forth on

Schedule 4.18(d), all of such independent contractors are a party to a written Contract with a Target Company. Except as set forth

on Schedule 4.18(d), each such independent contractor has entered into customary covenants regarding confidentiality, non-solicitation

and assignment of inventions and copyrights in such Person’s agreement with a Target Company, a copy of which has been provided

to SPAC by the Company. For the purposes of applicable Law, including the Code, all independent contractors who are currently, or 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.

Except as set forth on Schedule 4.18(d), 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) is a true and complete list of each material Benefit Plan of a Target Company (each, a “Company

Benefit Plan”).

(b) 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.

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Company Benefit Plan is

and has been operated and administered in all material respects in accordance with its terms and in compliance with all applicable Laws,

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 is 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. To the Company’s Knowledge, no fact exists which could reasonably be expected to

adversely affect the qualified status of such Company Benefit Plans or the exempt status of such trusts.

(d) With

respect to each Company Benefit Plan, the Company has provided to SPAC accurate and complete copies, if applicable, of: (i) the Company

Benefit Plan, including related trust agreements or annuity Contracts (including any amendments, modifications or supplements thereto);

(ii) the most recent summary plan descriptions and material modifications thereto; (iii) the most recent Forms 5500, if applicable, and

annual report, including all schedules thereto; (iv) the most recent nondiscrimination testing reports; (v) the most recent determination

or opinion letter received from the IRS, if any; (vi) the most recent actuarial valuation; and (vii) all material written correspondence

or notices with any Governmental Authority received within the last three (3) years.

(e) Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, with respect to each Company

Benefit Plan: (i) no breach of fiduciary duty has occurred; (ii) no Action is pending, or to the Company’s Knowledge, threatened

(other than routine claims for benefits arising in the ordinary course of administration); (iii) 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 (iv) 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.

(f) 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, to the Company’s Knowledge, no condition presently exists that

is reasonably 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 in the past three (3) years maintained,

or is required currently or has in the past three (3) years 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.

(g) There

is no Contract or Company Benefit Plan covering any Person that, individually or collectively, could give rise to 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 under Sections 409A or 4999 of the Code on a payment to such person.

(h) 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 group health plan continuing coverage mandated by Law, which is paid solely by such employees, which is a part of the Target Company’s

severance plans or arrangements or which is provided under the Target Company’s long-term or short-term disability benefit plans);

and (ii) there are no reserves, assets, surplus or prepaid premiums under any such plan. Each Target Company has complied in all material

respects with the provisions of Section 601 et seq. of ERISA and Section 4980B of the Code.

(i) 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.

(j) 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.

(k) Each

Company Benefit Plan that is subject to Section 409A of the Code (each, a “Section 409A Plan”) is indicated

as such on Schedule 4.19(k). Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse

Effect, 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, in each case, in all material respects.

No Company Options or other equity-based awards have been issued or granted by the Company that are, or are subject to, a Section 409A

Plan. 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 for the past five (5) years 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 would reasonably be expected to 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 material Liabilities or obligations of a third party under any Environmental Laws.

Action 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. To the Company’s Knowledge, no Target Company

has any Environmental Liabilities associated with 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.

(e) To

the Company’s Knowledge, there is no investigation of the business, operations, or currently or formerly owned, operated, or leased

property of a Target Company pending or threatened that could reasonably be expected to lead to the imposition of any Liens under any

Environmental Law or material Environmental Liabilities.

(f) To

the Knowledge of the Company, there is not located at any of the properties of a Target Company any (i) underground storage tanks, (ii)

asbestos-containing material, or (iii) equipment containing polychlorinated biphenyls.

(g) The

Company has provided to SPAC all environmentally related site assessments, audits, studies, reports, analyses and results of investigations

that have been performed in respect of the currently or previously owned, leased, or operated properties of any Target Company in the

past three (3) years, in each case that are in the Company’s possession.

4.21 Transactions

with Related Persons. Except as set forth on Schedule 4.21, no Target Company nor any of its Affiliates, nor any officer, director,

manager, employee, trustee or beneficiary of a Target Company or any of its Affiliates, nor any immediate family member of any of the

foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”)

is presently, or in the past three (3) years, has been, a party to any transaction with a Target Company, including any Contract or other

arrangement (a) providing for the furnishing of services by (other than as officers, directors, or employees of a 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 officers, directors, or employees of the Target Company in the ordinary course of business) any other Related Person or any

Person in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Related

Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding

voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.21, no Target Company has outstanding

any material Contract or other material arrangement or material 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. Except as set forth on Schedule 4.21, 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 made available to SPAC. All premiums due and payable under all such insurance policies have been paid timely and the Target

Companies are otherwise in material compliance with the terms of such insurance policies. Each such insurance policy (i) is legal, valid,

binding, enforceable and in full force and effect in all material respects and (ii) will continue to be legal, valid, binding, enforceable,

and in full force and effect in all material respects on identical terms following the Closing, in each case, subject to the Enforceability

Exceptions. No Target Company has any self-insurance or co-insurance programs. In the past three (3) years, no Target Company has received

any written 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(a) identifies each individual insurance claim in excess of $100,000 made by a Target Company in the past three (3) 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, individually or in the aggregate, be reasonably likely to be material to the

Target Companies, taken as a whole. 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 material claim against an insurance policy as to which the insurer is denying coverage.

4.23 Top

Customers and Top Suppliers. Schedule 4.23 lists, by dollar volume received or paid, as applicable, for each of (a) the twelve

(12) months ended on December 31, 2025 and (b) the period from January 1, 2026 through the Interim Balance Sheet Date, 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.

4.24 Certain

Business Practices.

(a) No

Target Company, nor any of their respective Affiliates, officers, directors or employees or, to the Knowledge of the Company, other Representatives

acting on their behalf has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to

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

parties or campaigns or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other local or foreign

anti-corruption or bribery Law, (iii) made any other unlawful payment, or (iv) 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 in all material respects with money laundering

Laws and 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 that has jurisdiction over any Target Company or its assets,

properties or Equity Securities, 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, 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 country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to, or

otherwise in violation of, any U.S. sanctions administered by OFAC, in each case, in the last five (5) fiscal years.

4.25 Investment

Company Act. No Target Company is an “investment company”, a Person directly or indirectly “controlled” by

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

within the meaning of the Investment Company Act.

4.26 Finders

and Brokers. Except as set forth in Schedule 4.26, 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.

4.27 Independent

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

prospects, condition (financial or otherwise) or assets of SPAC, and acknowledges that it has been provided adequate access to the personnel,

properties, assets, premises, books and records, and other documents and data of SPAC for such purpose. The Company acknowledges and agrees

that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely

upon its own investigation and the express representations and warranties of SPAC set forth in this Agreement (including the related

portions of SPAC Disclosure Schedules) and in any certificate delivered to the Company pursuant hereto and (b) neither SPAC nor any of

its Representatives have made any representation or warranty as to SPAC or this Agreement, except as expressly set forth in this Agreement

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

4.28 Information

Supplied. None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference:

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

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

in the Registration Statement; or (c) in the mailings or other distributions to SPAC’s stockholders and/or prospective investors

with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified

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

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

the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by the Company expressly

for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Press Release and the

Closing Filing will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material

fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they

are made, not misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any

information supplied by or on behalf of SPAC or its Affiliates.

4.29 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 Target Companies or their respective business,

operations, assets or Liabilities, or the transactions contemplated by this Agreement or any of the other Ancillary Documents, and the

Company hereby expressly disclaims any other representations or warranties, whether implied or made by the Company or any of its Representatives.

Except for the representations and warranties expressly made by the Company in this Article 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 SPAC, Merger Sub or

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

to SPAC, Merger Sub or any of their respective Representatives by any Representative of the Company), including any representations or

warranties regarding the probable success or profitability of the businesses of the Target Companies.

Article

COVENANTS

5.1 Access

and Information.

(a) During

the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section

7.1 or the Closing (the “Interim Period”), subject to Section 5.15, the Company shall give, and shall

cause its Representatives to give, SPAC and its Representatives, at reasonable times during normal business hours and upon reasonable

intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments,

books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client

Contracts and director service agreements), of or pertaining to the Target Companies, as SPAC or its Representatives may reasonably request

regarding the Target Companies and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management,

employees and other aspects (including a copy of each material report, schedule and other document filed with or received by a Governmental

Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to

the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives to reasonably

cooperate with SPAC and its Representatives in their investigation; provided, however, that SPAC and its Representatives shall

conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies.

Notwithstanding the foregoing, the Company shall not be required to provide to SPAC or any of its Representatives any information (i)

if and to the extent doing so would (A) violate any Laws to which the Company is subject, (B) result in a breach of any Contract between

the Company and a third party, (C) violate any legally-binding obligation of the Company with respect to confidentiality, non-disclosure

or privacy or (D) jeopardize protections afforded to the Company under the attorney-client privilege or the attorney work product doctrine

(provided that, in case of each of clauses (A) through (D), the Company shall use reasonable efforts to (x) provide such access as can

be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege,

doctrine, Contract, obligation or Laws and (y) provide such information in a manner without violating such privilege, doctrine, Contract,

obligation or Laws), or (ii) if the Company, on the one hand, and SPAC or any of its Representatives, on the other hand, are adverse parties

in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii),

provide prompt written notice of the withholding of access or information on any such basis.

(b) During

the Interim Period, subject to Section 5.15, SPAC shall give, and shall cause its Representatives to give, the Company and its

Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices

and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating

data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements),

of or pertaining to SPAC or its Subsidiaries, as the Company or its Representatives may reasonably request regarding SPAC, its Subsidiaries

and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects

(including a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to

the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other

conditions required by such accountants, if any)) and cause each of SPAC’s Representatives to reasonably cooperate with the Company

and its Representatives in their investigation; provided, however, that the Company and its Representatives shall conduct any such

activities in such a manner as not to unreasonably interfere with the business or operations of SPAC or any of its Subsidiaries. Notwithstanding

the foregoing, SPAC shall not be required to provide to the Company or any of its Representatives any information (i) if and to the extent

doing so would (A) violate any Laws to which SPAC is subject, (B) result in a breach of any Contract between SPAC and a third party, (C)

violate any legally-binding obligation of SPAC with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections

afforded to SPAC under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses

(A) through (D), SPAC shall use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information

regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Laws and (y) provide

such information in a manner without violating such privilege, doctrine, Contract, obligation or Laws), or (ii) if SPAC, on the one hand,

and the Company or any of its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably

pertinent thereto; provided that SPAC shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access

or information on any such basis.

5.2 Conduct

of Business of the Company.

(a) Unless

SPAC shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period,

except (i) as expressly contemplated by this Agreement or the Ancillary Documents, (ii) as required by applicable Law or (iii) as set

forth on Schedule 5.2, the Company shall, and shall cause its Subsidiaries to, (A) conduct their respective businesses, in all

material respects, in the ordinary course of business, (B) comply with all Laws applicable to the Target Companies and their respective

businesses, assets and employees in all material respects, and (C) use commercially reasonable efforts to preserve intact, in all material

respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees

and consultants, and to preserve the possession, control and condition of their respective material assets in the ordinary course of business.

(b) Without

limiting the generality of Section 5.2(a) and except as contemplated by the terms of this Agreement or the Ancillary Documents,

as required by applicable Law, for the incurrence of Company Transaction Expenses or as set forth on Schedule 5.2, during the Interim

Period, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), the Company

shall not, and shall cause its Subsidiaries to not:

(i) amend,

waive or otherwise change, in any respect, its Organizational Documents, except as required by applicable Law;

(ii) authorize

for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its Equity Securities

or any Company Option or other 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 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,

other than the issuance of Company Common Stock upon exercise of outstanding Company Option, and the grant of Company Options to new hires,

or in connection with promotions, in the ordinary course of business;

(iii) split,

combine, recapitalize or reclassify any of its shares or other Equity Securities 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

Securities (other than dividends or distributions, declared, set aside or paid by any of the Company’s Subsidiaries to the Company

or any Subsidiary that is, directly or indirectly, wholly owned by the Company), or directly or indirectly redeem, purchase or otherwise

acquire or offer to acquire any of its Equity Securities;

(iv) incur,

create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $500,000 individually

or 500,000 in the aggregate, make a loan or advance to or investment in any third party (other than (A) intercompany loans or capital

contributions between the Company and any of its wholly owned Subsidiaries and (B) reimbursement or 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 500,000

individually or $500,000 in the aggregate (excluding in each case, ordinary course trade payables);

(v) increase

the wages, salaries, severance or compensation of its service providers other than in the ordinary course of business, and in any event

(other than in the case of promotions in the ordinary course of business) not in the aggregate by more than ten percent (10%), or accelerate

the vesting, lapsing of restrictions or payment or in any material way amend, modify or supplement the terms of any equity or equity based

or phantom equity, or forgive any loans or issue any loans to service providers, or make or commit to make any bonus payment (whether

in cash, property or securities) to any service provider, or materially increase other benefits of service providers 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 as in

effect on the date hereof, pursuant to any Employment Agreements or in the ordinary course of business;

(vi) make

or rescind any material election relating to Taxes outside of the ordinary course of business, settle any Action relating to material

Taxes, file any material amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedure

outside of the ordinary course of business, 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 Owned

IP (excluding non-exclusive licenses of Company Owned IP to Target Company customers in the ordinary course of business), 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 (excluding expirations of any Company Material Contracts in

accordance with their terms in the Company’s reasonable business judgment) or enter into any Contract that would, if in effect as

of the date hereof, have constituted a Company Material Contract (excluding non-exclusive licenses of Company Owned IP to Target Company

customers, or Contracts that would be Company Material Contracts pursuant solely to clauses (ix), (x), (xii), (xvii) or (xviii) of Section

4.12(a)) in the ordinary course of business);

(ix) fail

to maintain its books, accounts and records in all material respects in the ordinary course of business;

(x) establish

any Subsidiary that is not directly or indirectly wholly owned by the Company or enter into any new line of business;

(xi) fail

to use commercially reasonable efforts to keep in force material 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 any Target Company’s methods, principles or practices of accounting in

any material respect, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors

and other than changes that are made in accordance with PCAOB standards;

(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 $150,000 (individually or in the aggregate);

(xiv) close

or materially reduce its activities, or effect any material reduction in force, at any of its facilities (in each case in the context

of the Company and its Subsidiaries taken as a whole);

(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;

(xvi) make

capital expenditures in excess of $150,000 individually for any project (or set of related projects) or $500,000 in the aggregate, other

than in the ordinary course of business;

(xvii) adopt

a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization

(other than, for the avoidance of doubt, the transactions expressly contemplated by this Agreement);

(xviii) voluntarily

incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $500,000 individually or $1,500,000

in the aggregate other than (i) pursuant to the terms of a Company Material Contract or other Contracts that are permitted hereunder or

Company Benefit Plan or (ii) for Company Transaction Expenses;

(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 material properties, assets or rights, other than in the ordinary course of business;

(xx) enter

into any agreement, understanding or arrangement with respect to the voting of Equity Securities of the Company;

(xxi) enter

into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other

than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business); or

(xxii) authorize

or agree to do any of the foregoing actions.

anything in this Section 5.2 or this Agreement to the contrary, nothing set forth in this Agreement shall give SPAC, directly or

indirectly, the right to control or direct the operations of the Target Companies prior to the Closing.

5.3 Conduct

of Business of SPAC.

(a) Unless

the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim

Period, except (i) as expressly contemplated by this Agreement or the Ancillary Documents, (ii) as required by applicable Law, (iii) for

the incurrence of SPAC Expenses or (iv) as set forth on Schedule 5.3, SPAC shall, and shall cause its Subsidiaries to, (A) conduct

their respective businesses, in all material respects, in the ordinary course of business, (B) comply with all Laws applicable to SPAC

and its Subsidiaries and their respective businesses, assets and employees in all material respects, and (C) use commercially reasonable

efforts to preserve intact, in all material respects, their respective business organizations, to keep available the services of their

respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective

material assets in the ordinary course of business. Notwithstanding anything to the contrary in this Section 5.3, nothing in this

Agreement shall prohibit or restrict SPAC from extending, in accordance with SPAC’s Organizational Documents and the IPO Prospectus,

the deadline by which it must complete its Business Combination (an “Extension”), including by way of an amendment

to the SPAC Organizational Documents, or making any payments to the Trust Account in connection therewith, and no consent of any other

Party shall be required in connection therewith. If the Completion Window (as defined in the SPAC Organizational Documents) would otherwise

terminate before the Closing can be consummated, SPAC shall seek, and use its reasonable best efforts to obtain, an Extension from its

shareholders in accordance with SPAC’s Organizational Documents and the IPO Prospectus, to a date that is no earlier than the then-applicable

Outside Date (or such other date as agreed in writing by SPAC and the Company, such consent not to be unreasonably withheld, conditioned

or delayed).

(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 Domestication or as contemplated by a Transaction Financing), as required by applicable Law or for the incurrence of SPAC

Expenses or as set forth on Schedule 5.3, during the Interim Period, without the prior written consent of the Company (such consent

not to be unreasonably withheld, conditioned or delayed), SPAC shall not, and shall cause its Subsidiaries to not:

(i) amend,

waive or otherwise change, in any respect, its Organizational Documents except as required by applicable Law (other than in relation to

an Extension, as described in Section 5.3(a));

(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 Securities 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

Securities, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its Equity Securities (other than

a conversion of SPAC Class B Ordinary Shares in accordance with the SPAC Organizational Documents or a conversion of SPAC Class B Common

Stock in accordance with the Domestication Organizational Documents, as the case may be);

(iv)

incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), make a loan or advance

to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person; provided, that this

Section 5.3(b)(iv) shall not prevent SPAC from incurring loans from Sponsor or an Affiliate of Sponsor necessary to finance (A)

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 the Transaction Financing) up to aggregate additional Indebtedness during

the Interim Period of $1,500,000) and (B) the costs and expenses necessary, and consistent with current market practice, for an Extension

(such expenses, “Extension Expenses”), in each case on the terms set forth on Schedule 5.3(b)(iv);

(v) enter

into, incur, change, modify, amend or terminate any SPAC Affiliate Transactions;

(vi) make

or rescind any material election relating to Taxes outside of the ordinary course of business, settle any Action relating to material

Taxes, file any amended material Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures

outside of the ordinary course of business, in each case except as required by applicable Law or in compliance with GAAP;

(vii) amend,

waive or otherwise change the Trust Agreement in any manner adverse to SPAC;

(viii) terminate,

waive or assign any material right under any SPAC Material Contract;

(ix) fail

to maintain its books, accounts and records in all material respects in the ordinary course of business;

(x) adopt

any Benefit Plan (other than as contemplated by the Registration Statement);

(xi) establish

any Subsidiary (other than a Subsidiary that is wholly owned, directly or indirectly, by SPAC) or enter into any new line of business;

(xii) fail

to use commercially reasonable efforts to keep in force material 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;

(xiii) revalue

any of its material assets or make any material change in SPAC’s methods, principles or practices of accounting in any material

respect, except to the extent required to comply with GAAP and after consulting SPAC’s outside auditors and other than changes that

are required by PCAOB standards;

(xiv) waive,

release, assign, settle or compromise any Action (including any Action relating to this Agreement or the transactions contemplated hereby),

other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition

of equitable relief on, or the admission of wrongdoing by, SPAC or its Subsidiary) not in excess of $500,000 (individually or in the aggregate);

(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;

(xvi) make

any capital expenditures (excluding for the avoidance of doubt, incurring ordinary course administrative costs and expenses, Expenses

and Extension Expenses);

(xvii) adopt

a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization

(other than, for the avoidance of doubt, the transactions expressly contemplated by this Agreement, including the Merger);

(xviii) voluntarily

incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $200,000 individually or $500,000

in the aggregate (excluding the incurrence of any Expenses or Indebtedness permitted by clause (iv) above) 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 in accordance with

the terms of this Section 5.3 during the Interim Period;

(xix) sell,

lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose

of any material portion of its properties, assets or rights;

(xx) enter

into any agreement, understanding or arrangement with respect to the voting of Equity Securities of SPAC; or

(xxi) authorize

or agree to do any of the foregoing actions.

(d) Notwithstanding

anything in this Section 5.3 or this Agreement to the contrary, but without limiting the terms of this Section 5.3, nothing

set forth in this Agreement shall give the Company, directly or indirectly, the right to control or direct the operations of SPAC.

5.4 Annual

and Interim Financial Statements. During the Interim Period, within forty-five (45) calendar days following the end of each calendar

month, each three-month quarterly period and each fiscal year, the Company shall deliver to SPAC an unaudited consolidated income statement

and an unaudited consolidated balance sheet of the Target Companies for the period from the Interim Balance Sheet Date through the end

of such calendar month, quarterly period or fiscal year and the applicable comparative period in the preceding fiscal year, in each case

fairly presenting 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. From the date hereof through the Closing

Date, the Company will also promptly deliver to the SPAC copies of any audited consolidated financial statements of the Target Companies

that the Target Companies’ certified public accountants may issue.

5.5 SPAC

Public Filings. During the Interim Period, SPAC will keep current and timely file all of its public filings with the SEC and otherwise

comply in all material respects with applicable securities Laws and shall use its commercially reasonable efforts prior to the Closing

to maintain the listing of the SPAC Units, SPAC Class A Ordinary Shares and the SPAC Public Warrants on Nasdaq; provided that the

Parties acknowledge and agree that from and after the Closing, the Parties intend to list on Nasdaq only the SPAC Common Stock and the

SPAC Public Warrants. Prior to the Closing, SPAC shall apply for a mutually agreed upon new ticker symbol with Nasdaq that reflects the

name “Fort Robotics Holdings, Inc.” If SPAC receives any written notice from Nasdaq that SPAC has failed, or will fail, to

meet the Nasdaq listing requirements as of the Closing for any reason, then SPAC shall provide prompt written notice to the Company, including

a copy of any written notice received from Nasdaq.

5.6 No

Solicitation.

(a) For

purposes of this Agreement, (i) an “Acquisition Proposal” means any inquiry, proposal or offer, or any indication

of interest in making an offer or proposal, from any Person or group at any time relating to an Alternative Transaction and (ii) an “Alternative

Transaction” means (A) with respect to the Company 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) 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 SPAC and its Affiliates, a transaction (other

than the transactions contemplated by this Agreement) concerning a Business Combination involving SPAC.

(b) During

the Interim Period, in order to induce the other Parties to continue to commit to expend management time and financial resources in furtherance

of the transactions contemplated hereby, each Party shall not, and shall cause its Representatives to not, without the prior written consent

of the Company and SPAC, directly or indirectly, (i) solicit, assist, initiate or facilitate the making, submission or announcement of,

or intentionally encourage, any Acquisition Proposal, (ii) furnish any non-public information regarding such Party or its Affiliates or

their respective businesses, operations, assets, Liabilities, financial condition, prospects or employees to any Person or group (other

than a Party to this Agreement or its 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 with respect to any Acquisition Proposal. 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.

(d) Notwithstanding

anything to the contrary herein, nothing in this Section 5.6 shall limit SPAC’s, the Company’s and their respective

Representatives’ ability to (A) have discussions with third parties and provide such third parties confidential information in connection

with a Transaction Financing, in coordination with the other Party, and (B) with the consent of the other Party, negotiate or enter into

a letter of intent, agreement in principle, term sheet or definitive agreement relating to any Transaction Financing to be consummated

at Closing.

5.7 No

Trading. The Company acknowledges and agrees that it is aware, and that the Company’s Affiliates are aware (and each of their

respective Representatives is aware or, upon receipt of any material nonpublic information of SPAC, will be advised) of the restrictions

imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal

Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about

a publicly traded company. The Company hereby agrees that, while it is in possession of such material nonpublic information, it shall

not purchase or sell any securities of SPAC (other than to engage in the Merger in accordance with Article I), communicate such

information to any third party, take any other action with respect to SPAC in violation of such Laws, or cause or encourage any third

party to do any of the foregoing.

5.8 Notification

of Certain Matters. During the Interim Period, each Party shall give prompt written 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 respective commercially reasonable efforts, and shall cooperate

fully with the other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary,

proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement as promptly as

reasonably practicable (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 including the HSR Act (“Antitrust

Laws”), each Party shall use its commercially reasonable efforts to, and to use its commercially reasonable efforts to cause

its Affiliates to, make any required filing or application under Antitrust Laws, as applicable, at such Party’s sole cost and expense

(subject to Section 7.3 with respect to Antitrust Expenses), 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. Without limiting the foregoing, each Party shall use their commercially reasonable

efforts to make their respective filing pursuant to the HSR Act with respect to the transactions contemplated in this agreement within

twenty (20) Business Days after the initial filing (or confidential submission) of the Registration Statement. Each Party shall, in connection

with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust

Law, use its respective 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 substantive communication received by such Party or its Representatives

from, or given by such Party or its Representatives to, any Governmental Authority and of any substantive 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) 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. Each Party shall, or shall cause

their “ultimate parent entities” (as determined under the HSR Act) to use commercially reasonable efforts to respond as promptly

as practicable to any inquiry or request received from any Governmental Authority in connection with antitrust or related matters. Each

Party shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental

Authority not to consummate the transactions contemplated hereby or, except with the prior written consent of the other Party.

foregoing obligations in this Section 5.9 shall be subject to the provisions of Section 5.15. To the extent any of the documents

or information provided pursuant to this Section 5.9 are commercially or competitively sensitive, SPAC and the Company may satisfy

its obligations by providing such documents or information to the other Party’s outside counsel, who may agree to redaction of such

materials as necessary to comply with contractual arrangements, and as necessary to address attorney-client or other privilege or confidentiality

concerns.

(d) As

soon as reasonably practicable following the date of this Agreement, the Parties shall reasonably cooperate with each other and use (and

shall cause their respective Affiliates to use) their respective commercially reasonable efforts to prepare and file with Governmental

Authorities requests for approval 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 respective 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.

(e) Prior

to the Closing, each Party shall use its respective 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.

(a) 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 a “determination”

within the meaning of Section 1313(a) of the Code, shall report, for federal income Tax purposes, the Merger as a “reorganization”

within the meaning of Section 368(a) of the Code.

(b) Each

Party will use its reasonable best efforts and will cooperate with one another to obtain, if requested or required by the SEC in connection

with the filing of the Registration Statement, an opinion of Fenwick and West (“Company Tax Counsel”) regarding

the qualification of the Mergers, taken together, as a “reorganization” within the meaning of Section 368(a) of the Code.

In connection with the foregoing, and at such times as Company Tax Counsel shall reasonably request, (i) the Company shall deliver to

Company Tax Counsel a duly executed officer’s certificate in form and substance reasonably satisfactory to Company Tax Counsel (the

“Company Certificate”) and (ii) SPAC shall deliver to Company Tax Counsel a duly executed officer’s certificate

in form and substance reasonably satisfactory to Company Tax Counsel (the “SPAC Certificate”). The Company and

SPAC shall also provide such other information as reasonably requested by Company Tax Counsel for purposes of rendering such tax opinion.

The Parties acknowledge that any such tax opinion will be subject to customary assumptions, exclusions and limitations, and Company Tax

Counsel shall be entitled to rely on the Company Certificate and the SPAC Certificate for purposes of rendering such tax opinion.

5.11 Further

Assurances. Subject to the terms and conditions herein provided, the Parties 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, reasonably

necessary, proper or advisable on their part under this Agreement and applicable Laws to consummate and make effective the transactions

contemplated by this Agreement (including by using their respective commercially reasonable efforts with respect to the satisfaction,

but not waiver, of the closing conditions set forth in Article VI) and, in the case of any Ancillary Document to which such Party

is contemplated hereby to be a party after the date of this Agreement, to execute and deliver such Ancillary Document when required pursuant

to this Agreement as promptly as reasonably practicable, including preparing and filing as promptly as reasonably practicable all documentation

to effect all reasonably necessary Consents.

5.12 The

Registration Statement.

(a)

As promptly as practicable after the date hereof, SPAC and the Company shall prepare and file with the SEC a registration statement

on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration

Statement”) in connection with the registration under the Securities Act of (x) the shares of SPAC Common Stock to be issued

under this Agreement as the Merger Consideration Shares and (y) the SPAC Securities deemed reissued in the Domestication, which Registration

Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting

proxies from SPAC shareholders for the matters to be voted upon at the SPAC Extraordinary General Meeting and providing the Public Shareholders

an opportunity in accordance with SPAC’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares

redeemed (the “Closing Redemption”) in connection with the shareholder vote on the SPAC Shareholder Approval

Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC shareholders to vote, at an

extraordinary general meeting of SPAC shareholders to be called and held for such purpose (the “SPAC Extraordinary General

Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement

and the transactions contemplated hereby or referred to herein, including the Merger and the Domestication, (ii) to the extent required

by Nasdaq, SPAC’s Organizational Documents, the Companies Act or the DGCL, as an ordinary resolution, the issuance of any shares

in connection with the Transaction Financing, including the approval of the issuance of more than twenty percent (20%) of the issued and

outstanding SPAC Class A Ordinary Shares (or SPAC Common Stock after the Domestication), (iii) as a special resolution passed by the holders

of the SPAC Class B Ordinary Shares (being those shareholders of the SPAC entitled to vote thereon), the approval of the Domestication,

including the adoption of the Domestication Organizational Documents, (iv) as a special resolution, the change of name of “Newbury

Street II Acquisition Corp” to “Fort Robotics Holdings, Inc. and the adoption and approval of the Amended SPAC Articles immediately

prior to Closing, (v) as an ordinary resolution, the adoption and approval of a new equity incentive plan in form and substance to be

reasonably agreed by SPAC and the Company acting in good faith (the “Incentive Plan”), which will provide for

(x) awards for a number of shares of SPAC Common Stock (including those for the Assumed Options) equal to (A) 14.7% of the aggregate number

of shares of SPAC Common Stock issued and outstanding immediately after the Closing (for the avoidance of doubt, after giving effect to

the Closing Redemption) plus (B) the number of shares of SPAC Common Stock that are subject to the Assumed Options, and (y) an annual

“evergreen” increase of five percent (5%) of the shares of SPAC Common Stock outstanding as of the day prior to such increase,

(vi) as an ordinary resolution, the adoption and approval of an employee stock purchase plan, in a form and substance reasonably acceptable

to SPAC and the Company acting in good faith (the “ESPP”), which will provide for (x) an initial share pool

reserve of SPAC Common Stock equal to two percent (2%) of the aggregate number of shares of SPAC Common Stock issued and outstanding immediately

after the Closing (for the avoidance of doubt, after giving effect to the Closing Redemption), and (y) an annual “evergreen”

increase of one percent (1%) of the shares of SPAC Common Stock outstanding as of the day prior to such increase, (vii) as an ordinary

resolution passed by the holders of the SPAC Class B Ordinary Shares (being those shareholders of the SPAC entitled to vote thereon),

the appointment of the members of the Post-Closing SPAC Board in accordance with Section 5.16 hereof, (vii) as an ordinary resolution

(or if required by applicable Law or the SPAC Organizational Documents, as a special resolution), such other matters as the Company and

SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger, the Domestication and the other

transactions contemplated by this Agreement, (viii) as an ordinary resolution, the approval and adoption of the Insider Letter Amendment,

effective upon the Closing, pursuant to which (x) up to 2,038,424 Founder Shares that are actually used to incentivize commitments for

Transaction Financing shall be released from the transfer restrictions immediately upon the Closing and (y) an additional 118,196 Founder

Shares shall be released from the transfer restrictions immediately upon the Closing (the “Insider Letter Amendment Proposal”)

(the approvals described in foregoing clauses (i) through (viii), collectively, the “SPAC Shareholder Approval Matters”),

and (ix) the adjournment of the SPAC Extraordinary General Meeting, if necessary or desirable in the reasonable determination of the chairman

of the SPAC Extraordinary General Meeting, including for the solicitation of proxies hereunder in order to get sufficient votes hereunder.

If on the date for which the SPAC Extraordinary General Meeting is scheduled, SPAC has not received proxies representing a sufficient

number of shares to obtain the Required SPAC Shareholder Approval, SPAC may make one or more successive postponements or, with the consent

of the SPAC Extraordinary General Meeting, adjournments of the SPAC Extraordinary General Meeting (each not to exceed ten days without

the prior consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned). In connection with the Registration

Statement, SPAC and the Company will file with the SEC financial and other information about the transactions contemplated by this Agreement

in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPAC’s Organizational

Documents, the Companies Act, the DGCL and the rules and regulations of the SEC and Nasdaq (or, if applicable, NYSE). SPAC and the Company

each will advise the other, promptly after they receive notice thereof, of any supplement or amendment filed with respect to the Registration

Statement or the Proxy Statement, of the suspension of the qualification of the SPAC Common Stock to be issued in connection with this

Agreement for offering or sale in any jurisdiction or of any request by the SEC for amendment of the Registration Statement or the Proxy

Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto. Each of SPAC

and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any

response to comments of the SEC or its staff with respect thereto and any amendments filed in response thereto. The Company shall provide

SPAC with such information concerning the Target Companies and their respective 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 in writing and specifically for inclusion

in the Registration Statement shall be true and correct in all material respects 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) Each

of SPAC and the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities

Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the SPAC Extraordinary General Meeting

and the Closing Redemption. Each of SPAC and the Company shall, and shall use commercially reasonable efforts to make their respective

directors, officers and employees, upon reasonable advance notice, available to the Company, SPAC and their respective Representatives

in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration

Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it

for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become

false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and the Company shall amend or supplement

the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated

to SPAC shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement

and SPAC’s Organizational Documents.

and the Company, 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. SPAC shall provide the Company with copies of any written comments, and shall inform the Company of any material

oral comments, that SPAC or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the SPAC

Extraordinary General Meeting and the Closing 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. SPAC will

give reasonable and good faith consideration to any comments made by the Company and its counsel. As soon as practicable following the

Registration Statement “clearing” comments from the SEC and becoming effective, SPAC shall distribute the Registration Statement

to SPAC’s shareholders, and, pursuant thereto, shall call the SPAC Extraordinary General Meeting in accordance with SPAC’s

Organizational Documents and the Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration

Statement. SPAC shall use its reasonable best efforts to obtain the approval of the SPAC Shareholder Approval Matters at the SPAC

Extraordinary General Meeting, including as such SPAC Extraordinary General Meeting may be adjourned or postponed in accordance with the

SPAC's Organizational Documents and this Agreement, including by soliciting proxies as promptly as practicable in accordance with applicable

Law for the purpose of seeking the approval of the SPAC Shareholder Approval Matters. SPAC shall include the board of directors of SPAC’s

recommendation to its shareholders that they approve and adopt this Agreement and the Ancillary Documents and the Transactions contemplated

hereby and thereby, including the Domestication and the Merger in the Proxy Statement. The board of directors of SPAC shall not (and no

committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold,

qualify or modify, the SPAC Board Recommendation for any reason , except as required by applicable Laws. SPAC agrees that its obligation

to establish a record date for, duly call, give notice of, convene and hold the SPAC Extraordinary General Meeting for the purpose of

seeking approval of the SPAC Shareholder Approval Matters shall not be affected by any intervening event or circumstance, and SPAC agrees

to establish a record date for, duly call, give notice of, convene and hold the SPAC Extraordinary General Meeting and submit for the

approval of its shareholders the SPAC Shareholder Approval Matters, in each case in accordance with this Agreement, regardless of any

intervening event or circumstance. SPAC shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, SPAC’s

Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation

of proxies thereunder, the calling and holding of the SPAC Extraordinary General Meeting and effecting the Closing Redemption.

(d) Each

Party shall make all necessary filings to obtain necessary approvals with respect to the Transactions under the Securities Act, the Exchange

Act and applicable “blue sky” laws, and any rules and regulations thereunder.

5.13 Company

Stockholder Meeting. As promptly as practicable after the Registration Statement has become effective, the Company will by resolutions

duly adopted at a meeting of its stockholders duly called and held (the “Company Special Meeting”) or by unanimous

written consent in accordance with the Company’s Organizational Documents, use its reasonable best efforts to obtain the Required

Company Stockholder Approval, and if the Company Special Meeting is to be held, 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 respective Affiliates without the prior

written consent of SPAC and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release

or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable

Party shall use commercially 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, SPAC shall file a current report on Form 8-K (the “Signing Filing”)

with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review,

comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company

reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after

the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any

event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by

this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, SPAC

shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description

of the Closing as required by Federal Securities Laws which Sponsor 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 other Parties with all information concerning themselves, their respective directors, officers

and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated

hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental

Authority in connection with the transactions contemplated hereby.

5.15 Confidential

Information.

(a) The

Company hereby agrees that during the Interim Period and, in the event that this Agreement is terminated in accordance with Article

VII, for a period of two (2) years after such termination, it shall, and shall cause its Representatives to: (i) treat and hold in

strict confidence any SPAC Confidential Information, and will not use for any purpose (except in connection with the consummation of the

transactions contemplated by this Agreement or the Ancillary Documents, performing their obligations hereunder or thereunder, enforcing

their rights hereunder or thereunder, or in furtherance of their authorized duties on behalf of SPAC or its Subsidiaries), nor directly

or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the SPAC Confidential Information

without SPAC’s prior written consent; and (ii) in the event that the Company 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 SPAC Confidential Information, (A) provide SPAC to the extent legally permitted with prompt

written notice of such requirement so that SPAC or an Affiliate thereof may seek, at SPAC’s sole expense, a protective Order or

other remedy or waive compliance with this Section 5.15(a), and (B) in the event that such protective Order or other remedy is

not obtained, or SPAC waives compliance with this Section 5.15(a), furnish only that portion of such SPAC Confidential Information

which is legally required to be provided as advised in writing by outside counsel and to exercise its commercially reasonable efforts

to obtain assurances that confidential treatment will be accorded such SPAC Confidential Information. In the event that this Agreement

is terminated and the transactions contemplated hereby are not consummated, the Company shall, and shall cause its Representatives to,

promptly deliver to SPAC or destroy (at SPAC’s election) any and all copies (in whatever form or medium) of SPAC Confidential Information

and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon; provided, however,

that the Company and its Representatives shall be entitled to keep any records required by applicable Law or bona fide record retention

policies; provided, further, that any SPAC Confidential Information that is not returned or destroyed shall remain subject to the confidentiality

obligations set forth in this Agreement.

(b) SPAC

hereby agrees that during the Interim Period and, in the event that this Agreement is terminated in accordance with Article VII,

for a period of two (2) years after such termination, it shall, and shall cause its Representatives to: (i) treat and hold in strict confidence

any Company Confidential Information, and will not use for any purpose (except in connection with the consummation of the transactions

contemplated by this Agreement or the Ancillary Documents, performing its obligations hereunder or thereunder or enforcing its rights

hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third

party any of the Company Confidential Information without the Company’s prior written consent; and (ii) in the event that SPAC or

any of its Representatives, during the Interim Period or, in the event that this Agreement is terminated in accordance with Article

VII, for a period of two (2) years after such termination, becomes legally compelled to disclose any Company Confidential Information,

(A) provide the Company to the extent legally permitted with prompt written notice of such requirement so that the Company or an Affiliate

thereof may seek, at the Company’s sole expense, a protective Order or other remedy or waive compliance with this Section 5.15(b)

and (B) in the event that such protective Order or other remedy is not obtained, or the Company waives compliance with this Section

5.15(b), furnish only that portion of such Company Confidential Information which is legally required to be provided as advised in

writing by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be

accorded such Company Confidential Information. In the event that this Agreement is terminated and the transactions contemplated hereby

are not consummated, SPAC shall, and shall cause its Representatives to, promptly deliver to the Company or destroy (at SPAC’s election)

any and all copies (in whatever form or medium) of Company Confidential Information and destroy all notes, memoranda, summaries, analyses,

compilations and other writings related thereto or based thereon; provided, however, that SPAC and its Representatives shall be entitled

to keep any records required by applicable Law or bona fide record retention policies; provided, further, that any Company Confidential

Information that is not returned or destroyed shall remain subject to the confidentiality obligations set forth in this Agreement. Notwithstanding

the foregoing, SPAC and its Representatives shall be permitted to disclose any and all Company Confidential Information to the extent

required by the Federal Securities Laws.

5.16 Post-Closing

Board of Directors and Executive Officers.

(a) The

Parties shall take all necessary action, including causing the directors of SPAC to resign, so that effective as of the Closing, the SPAC’s

board of directors (the “Post-Closing SPAC Board”) will consist of at least five individuals, but not more than

seven individuals, with such number of individuals to be mutually agreed upon by SPAC and the Company. Immediately after the Closing,

the Parties shall take all necessary action to designate and appoint to the Post-Closing SPAC Board, including (i) two persons designated

by the SPAC prior to the Closing (the “SPAC Directors”), at least one of whom shall qualify as independent directors

under Nasdaq (or, if applicable, NYSE) rules, (ii) three persons that are designated by the Company prior to the Closing (the “Company

Directors”), at least two of whom shall be required to qualify as an independent director under Nasdaq (or, if applicable,

NYSE) rules and (iii) up to an additional two persons as mutually agreed upon by SPAC and the Company. The Post-Closing SPAC Board will

serve staggered terms divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three

(3)-year terms. The term of the initial Class I members of the Post-Closing SPAC Board shall expire at the first annual meeting of the

stockholders of SPAC following the Closing, the term of the initial Class II members of the Post-Closing SPAC Board shall expire at the

second annual meeting of the stockholders of SPAC following the Closing and the term of the initial Class III member of the Post-Closing

SPAC Board shall expire at the third annual meeting of the stockholders of SPAC following Closing. The SPAC Directors shall serve as initial

Class III directors. At or prior to the Closing, the SPAC will provide each member of the Post-Closing SPAC Board with a customary director

indemnification agreement, in form and substance reasonably acceptable to each member of the Post-Closing SPAC Board.

(b) The

Parties shall take all action necessary, including causing the executive officers of SPAC to resign, so that the individuals serving as

Chief Executive Officer, Chief Technology Officer and Chief Financial Officer, respectively, of SPAC immediately after the Closing will

be the same individuals (in the same office) as that of the Company immediately prior to the Closing.

5.17 Indemnification

of Directors and Officers; Tail Insurance.

(a) The

Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors

and officers of SPAC, Merger Sub or any Target 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 SPAC,

Merger Sub or such Target Company (the “D&O Indemnified Persons”) as provided in their respective Organizational

Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and SPAC, Merger

Sub or such Target Company, in each case as in effect on the date of this Agreement, shall survive the Closing and continue in full force

and effect in accordance with their respective terms to the extent permitted by applicable Law. For a period of six (6) years after the

Effective Time, SPAC shall cause the Organizational Documents of SPAC and the Surviving 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 SPAC, Merger Sub and the Target Companies to the extent permitted by applicable

Law. The provisions of this Section 5.17 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 SPAC’s and Merger Sub’s directors and officers, SPAC shall be permitted prior to the Effective Time to obtain

and fully pay the premium for a “tail” insurance policy that provides coverage for up to a six (6) year period from and after

the Effective Time for events occurring prior to the Effective Time (the “SPAC D&O Tail Insurance”) that

is substantially equivalent to and in any event not less favorable in the aggregate than SPAC’s existing policy or, if substantially

equivalent insurance coverage is unavailable, the best available coverage. If obtained, SPAC shall maintain the SPAC D&O Tail Insurance

in full force and effect, and continue to honor the obligations thereunder, and SPAC shall timely pay or cause to be paid all premiums

with respect to the SPAC D&O Tail Insurance.

the benefit of the Target Companies' directors and officers, SPAC shall be permitted prior to the Effective Time to obtain and fully pay

the premium for a “tail” insurance policy that provides coverage for up to a six (6) year period from and after the Effective

Time for events occurring prior to the Effective Time (the "Company D&O Tail Insurance") that is substantially

equivalent to and in any event not less favorable in the aggregate than the Target Companies' existing policy or, if substantially equivalent

insurance coverage is unavailable, the best available coverage. If obtained, SPAC shall maintain the Company D&O Tail Insurance in

full force and effect, and continue to honor the obligations thereunder, and SPAC shall timely pay or cause to be paid all premiums with

respect to the Company D&O Tail Insurance.

5.18 Trust

Account Proceeds. The Parties agree that, at the Closing:

(a) SPAC

shall cause the documents, certificates and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered,

and

(b) the

funds in the Trust Account (after taking into account payments for the Closing Redemption) and any proceeds received by SPAC from a Transaction

Financing shall be used to pay (i) first, the amounts due to the IPO Underwriter for their deferred underwriting commissions, the amounts

due in respect of SPAC Expenses and Company Transaction Expenses, (ii) second, any loans owed by SPAC to the Sponsor or an Affiliate of

Sponsor for any Expenses (including deferred Expenses) or Extension Expenses (including loans entered into pursuant to Section 5.3(b)(iv)),

(iv) third, any other Liabilities owed by SPAC as of the Closing and (v) fourth, immediately thereafter pay all remaining amounts then

available in the Trust Account to SPAC in accordance with the Trust Agreement, which amounts (along with the Transaction Financing) will

be used for working capital and general corporate purposes of SPAC and the Surviving Corporation.

5.19 Transaction

Financing.

(a) Without

limiting anything to the contrary contained herein, during the Interim Period, SPAC, may enter into financing agreements (any such agreements,

the “Additional Transaction Financing Agreements” and, together with the Initial PIPE Subscription Agreements,

the “Financing Agreements”) with potential investors (whether structured as a private placement of common equity,

convertible preferred equity, convertible debt or other securities convertible into or that have the right to acquire common equity, as

Trust Account non-redemption or backstop arrangements or otherwise), in each case with the prior consent of the Company and on terms mutually

agreeable to the Company and SPAC, acting reasonably (an “Additional Transaction Financing”, together with the

Initial PIPE Financing, a “Transaction Financing”) and, if SPAC and the Company jointly elect to seek an Additional

Transaction Financing, SPAC and the Company shall, and shall cause their respective Representatives to, cooperate with each other and

their respective Representatives in connection with such Additional Transaction Financing, and use their respective commercially reasonable

efforts to cause such Additional Transaction Financing, to occur (including having the Company’s senior management participate in

a reasonable number of investor meetings and roadshows as reasonably requested by SPAC).

(b) SPAC

and the Company shall, and shall cause their respective Representatives to, reasonably cooperate with the others in connection with such

Financing Agreements (including having the Company’s senior management participate in a reasonable number of investor meetings and

roadshows as reasonably requested by SPAC). Except to the extent permitted pursuant to the terms of the Financing Agreements or otherwise

approved in writing by the Company and SPAC (each of which approval shall not be unreasonably withheld, conditioned or delayed), and except

for any of the following actions that would not materially increase conditionality or impose any new material obligation on the Company

or SPAC, during the Interim Period SPAC and the Company shall not (i) reduce the committed investment amount to be received by SPAC or

the Company under any Financing Agreement or reduce or impair the rights of SPAC or the Company under any Financing Agreement or (ii)

permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent

to terminate), any provision or remedy under, or any replacements of, any of the Financing Agreements, in each case, other than any assignment

or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment

or transfer provision). SPAC and the Company shall use their commercially reasonable efforts to consummate the Transaction Financing in

accordance with the Financing Agreements.

(c)

Without limiting anything to the contrary contained herein, during the Interim Period, the Company may from time to time, enter

into Simple Agreements for Future Equity (any such agreements, the “Permitted Company SAFEs”) in compliance

with Schedule 5.19(c).

5.20 Incentive

Plan. SPAC and the Company shall cooperate (including working with a mutually agreed upon compensation consultant) and use their commercially

reasonable efforts to agree, prior to the Closing, to the Incentive Plan.

5.21 Section

16. Matters. Prior to the Effective Time, SPAC shall take all commercially reasonable steps as may be required (to the extent permitted

under applicable Law) to cause any acquisition or disposition of the SPAC Common Stock or any derivative thereof that occurs or is deemed

to occur by reason of or pursuant to the Transactions by each Person who is or will be or may be subject to the reporting requirements

of Section 16(a) of the Exchange Act with respect to SPAC to be exempt under Rule 16b-3 promulgated under the Exchange Act, including

by taking steps in accordance with the No-Action Letter, dated January 12, 1999, issued by the SEC regarding such matters.

5.22 Qualification

as an Emerging Growth Company. SPAC shall, at all times during the period from the date hereof until the Closing: (a) take all actions

necessary to continue to qualify as an “emerging growth company” within the meaning of the Jumpstart Our Business Startups

Act of 2012 (“JOBS Act”); and (b) not take any action that would cause SPAC to not qualify as an “emerging

growth company” within the meaning of the JOBS Act.

Article

CLOSING CONDITIONS

6.1 Conditions

to Each Party’s Obligations. The obligations of each Party to consummate the Merger and the other transactions contemplated

by this Agreement are subject to the satisfaction or written waiver (where permissible by applicable Law) by the Company and SPAC of the

following conditions:

(a) Required

SPAC Shareholder Approval. SPAC Shareholder Approval Matters that are submitted to the vote of the shareholders of SPAC at the SPAC

Extraordinary General Meeting in accordance with the Proxy Statement shall have been approved by the requisite vote of the shareholders

of SPAC at the SPAC Extraordinary General Meeting in accordance with SPAC’s Organizational Documents, applicable Law and the Proxy

Statement (the “Required SPAC Shareholder Approval”).

(b) Required

Company Stockholder Approval. As promptly as practicable after the Registration Statement has been declared effective, 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), by resolutions duly adopted at the Company Special Meeting or by unanimous

written consent in accordance with the Company’s Organizational Documents, 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, including the Merger and the Domestication (the “Required Company

Stockholder Approval”).

Laws. Each applicable waiting period (and any extension thereof) relating to the transactions contemplated by this Agreement under

the HSR Act shall have expired, been terminated or obtained (or deemed, by applicable Law, to have been obtained), as applicable.

(d) Requisite

Regulatory Approvals. All Consents required to be obtained from or made with any Governmental Authority set forth on Schedule 6.1(d)

in order to consummate the transactions contemplated by this Agreement shall have been obtained or made.

(e) No

Adverse Law or Order. No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, adopted

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 the consummation of the transactions

contemplated by this Agreement.

(f) SPAC

Domestication. The Domestication shall have been consummated in accordance with Section 1.8.

(g) Registration

Statement. The Registration Statement shall have been declared effective by the SEC in accordance with the provisions of the Securities

Act and shall remain effective as of the Closing, and no stop order or similar order shall be in effect with respect to the Registration

Statement.

(h) Stock

Exchange Listing. The shares of SPAC Common Stock to be issued in connection with the Transactions shall have been conditionally approved

for listing on Nasdaq or NYSE, subject to official notice of issuance.

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 (where permissible

by applicable Law) by the Company of the following conditions:

(a) Representations

and Warranties. (i) the SPAC Fundamental Representations shall be true and correct in all material respects on and as of the date

of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation

and warranty is expressly made as of an earlier date, in which case such representation and warranty shall be true and correct in all

material respects as of such earlier date), (ii) the representations and warranties set forth in the first sentence of Section

3.5(a) shall be true and correct in all respects (except for de minimis inaccuracies) on and as of the date

of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation

and warranty is expressly made as of an earlier date, in which case such representation and warranty shall be true and correct in all

respects (except for de minimis inaccuracies) as of such earlier date) and (iii) the other representations and warranties

of the SPAC in Article III (other than the SPAC Fundamental Representations and the representations and warranties set

forth in the first sentence of Section 3.5(a)) shall be true and correct (without giving effect to any limitations as to “materiality”

or any similar limitation set forth herein) in all respects on and as of the date of this Agreement and as of the Closing Date, as though

made on and as of the Closing Date (except to the extent that any such representation and warranty is expressly made as of an earlier

date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where

the failure of such representations and warranties to be true and correct, individually or in the aggregate has not had and would not

reasonably be expected to have a Material Adverse Effect on, or with respect to, SPAC.

(b) Agreements

and Covenants. SPAC shall have performed and complied in all material respects with all of SPAC’s agreements and covenants under

this Agreement to be performed or complied with by it on or prior to the Closing Date.

Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to SPAC since the date of this Agreement which

is continuing and uncured.

(d) Closing

Deliveries.

(i) Officer

Certificate. SPAC shall have delivered to the Company a certificate, dated as of the Closing Date, duly executed by an authorized

executive officer of SPAC 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. SPAC shall have delivered to the Company a certificate from an executive officer or director certifying as to, and attaching,

(A) copies of SPAC’s Organizational Documents as in effect as of the Closing Date (after giving effect to the Domestication and

the adoption of the Amended SPAC Articles), (B) the resolutions of SPAC’s board of directors authorizing and approving the execution,

delivery and performance of this Agreement and each of the Ancillary Documents to which it is a party or by which it is bound, and the

consummation of the Transactions, (C) evidence that the Required SPAC Shareholder Approval has been obtained and (D) the incumbency of

officers or directors authorized to execute this Agreement or any Ancillary Document to which SPAC is or is required to be a party or

otherwise bound.

(iii) Good

Standing. SPAC shall have delivered to the Company a good standing certificate (or similar documents applicable for such jurisdictions)

for SPAC certified as of a date no earlier than thirty (30) days prior to the Closing Date from the proper Governmental Authority of SPAC’s

jurisdiction of incorporation and from each other jurisdiction in which SPAC is qualified to do business as a foreign entity as of the

Closing, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions.

(iv) Director

and Officer Resignations. The directors and officers of SPAC and Merger Sub shall have delivered to the Company duly signed letters

of resignation effective as of and subject to the Closing.

(v) Other

Ancillary Documents. As of the Closing, SPAC, and Merger Sub shall have duly signed

and delivered to the Company each of the Ancillary Documents required hereunder to be signed and delivered by such Party to the Company

at the Closing.

6.3 Conditions

to Obligations of SPAC. In addition to the conditions specified in Section 6.1, the obligations of SPAC and Merger Sub to consummate

the Merger and the other transactions contemplated by this Agreement are subject to the satisfaction or written waiver (where permissible

by applicable Law) by SPAC of the following conditions:

(a) Representations

and Warranties. (i) the Company Fundamental Representations shall be true and correct (without giving effect to any limitation as

to “materiality” set forth therein) in all material respects on and as of the date of this Agreement and as of the Closing

Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is expressly made as

of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier

date), (ii) the representations and warranties set forth in the first sentence of Section 4.3(a) shall be true and correct in all

respects on and as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (iii) the

representations and warranties of the Company set forth in Article IV (other than the Company Fundamental Representations and the

representations and warranties set forth in the first sentence of Section 4.3(a)) shall be true and correct (without giving effect

to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth herein)

in all respects on and as of the date of this Agreement and on and as of the Closing Date, as though made on and as of the Closing Date

(except to the extent that any such representation and warranty is expressly made as of an earlier date, in which case such representation

and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and

warranties to be true and correct, individually or in the aggregate has not had and would not reasonably be expected to have a Material

Adverse Effect on, or with respect to, the Target Companies.

(b) Agreements

and Covenants. The Company shall have performed 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) Certain

Ancillary Documents. Each Lock-Up Agreement and the Employment Agreements and Non-Competition Agreements set forth on Schedule

6.3(d) shall be in full force and effect in accordance with the terms thereof as of the Closing.

(e) Closing

Deliveries.

(i) Officer

Certificate. SPAC shall have received a certificate from the Company, dated as the Closing Date, signed by an executive officer

of the Company in such capacity, certifying as to the satisfaction of the conditions specified in Sections 6.3(a), 6.3(b)

and 6.3(c).

(ii) Secretary

Certificate. The Company shall have delivered to SPAC a certificate 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 Surviving Corporation Organizational Documents, and recommending the approval and adoption of the same by the Company Stockholders

at a duly called meeting of stockholders, (C) evidence that the Required Company Stockholder Approval has been obtained and (D) the incumbency

of officers of the Company authorized to execute this Agreement or any Ancillary Document to which the Company is or is required to be

a party or otherwise bound.

(iii) Good

Standing. The Company shall have delivered to SPAC good standing certificates (or similar documents applicable for such jurisdictions)

for 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) Certified

Charter. The Company shall have delivered to SPAC a copy of the Company Charter, as in effect as of immediately prior to the Effective

Time, certified by the Secretary of State of the State of Delaware as of a date no more than ten (10) Business Days prior to the Closing

Date.

(v) Company

Convertible Securities. SPAC shall have received evidence reasonably acceptable to SPAC that the Company shall have terminated,

extinguished and cancelled in full any outstanding Company Convertible Securities (other than Company Options or the Stifel Warrant) or

commitments therefor, or that such Company Convertible Securities (other than Company Options or Stifel Warrant) or commitments will be

terminated, extinguished and cancelled in full as of immediately prior to and contingent upon the Closing, pursuant to their terms or

otherwise.

(vi) Termination

of Certain Contracts. SPAC shall have received evidence reasonably acceptable to SPAC that the Contracts involving the Target Companies

and/or Company Security Holders or other Related Persons set forth on Schedule 6.3(e)(vi) shall have been terminated with no further

obligation or Liability of the Target Companies thereunder.

(vii) Other

Ancillary Documents. As of the Closing, the Company shall have duly signed and delivered to SPAC each of the Ancillary Documents

required hereunder to be signed and delivered by such Party at the Closing.

6.4 Frustration

of Conditions. Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition set forth

in this Article VI to be satisfied if such failure was caused by the failure of such Party or its Affiliates (or with respect to

the Company, any Target Company 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 SPAC and the Company;

(b) by

written notice by either SPAC or the Company to the other party hereunder, if any of the conditions to the Closing set forth in Article

VI have not been satisfied or waived by May 17, 2027

(the “Outside Date”); provided, that if SPAC seeks and receives an Extension, SPAC and the Company shall

each have the right by providing written notice thereof to extend the Outside Date by an additional period equal to the shortest of (A)

three additional months, (B) the period ending on the last day by which SPAC must consummate its initial Business Combination pursuant

to such Extension and (C) such period as mutually agreed by SPAC and the Company; provided, further, however, such Outside Date

may be extended by written agreement by SPAC and the Company; provided further, 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 shall have caused or resulted in (either individually or when taken together with

other such breaches by such persons) the failure of the Closing to occur on or before the Outside Date;

written notice by either SPAC or the Company to the other party hereunder, if a Governmental Authority of competent jurisdiction shall

have issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions

contemplated by this Agreement, and such Order or other action has become final and non-appealable or if there shall be adopted any Law

that permanently makes the consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited;

(d) by

written notice by the Company to SPAC, if (i) there has been a breach by SPAC of any of its representations, warranties, covenants or

agreements contained in this Agreement, or if any representation or warranty of SPAC shall have become 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 SPAC or (B) the Outside Date; provided, that the Company shall not have the right to terminate this Agreement pursuant

to this Section 7.1(d) if at such time the Company is in breach of this Agreement so as to prevent the conditions to Closing set

forth in either Section 6.3(a) or Section 6.3(b) from being satisfied;

(e) by

written notice by SPAC 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 SPAC shall not have the right to terminate this Agreement

pursuant to this Section 7.1(e) if at such time SPAC is in breach of this Agreement so as to prevent the conditions to Closing

set forth in either Section 6.2(a) or Section 6.2(b) from being satisfied;

(f) by

written notice by SPAC to the Company, if there shall have been a Material Adverse Effect on the Target Companies, taken as a whole, following

the date of this Agreement which is uncured and continuing;

(g) by

written notice by either SPAC or the Company to the other, if SPAC Extraordinary General Meeting has been held (including following any

adjournment or postponement thereof) and has concluded, SPAC’s shareholders have duly voted, and the Required SPAC Shareholder Approval

was not obtained; or

(h) by

written notice by either SPAC or the Company to the other, if the Company Special Meeting has been held (including following any adjournment

or postponement thereof) and has concluded, the Company Stockholders have duly voted, and the Required Company Stockholder Approval was

not obtained.

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 and subject to 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 9.8, the Parties’ sole right prior to the Closing with respect to any breach

of any representation, warranty, covenant or other agreement contained in this Agreement by another Party or with respect to the transactions

contemplated by this Agreement shall be the right, if applicable, to terminate this Agreement pursuant to Section 7.1.

7.3 Fees

and Expenses. Subject to Section 8.1, any and all Expenses incurred in connection with this Agreement and the transactions

contemplated hereby shall be paid by the Party incurring such expenses. As used in this Agreement, “Expenses”

shall include all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financial advisors,

financing sources, experts and consultants to a Party hereto or any of its Affiliates) incurred by a Party or on its behalf in connection

with or related to the authorization, preparation, negotiation, execution or performance of this Agreement or any Ancillary Document related

hereto and all other matters related to the consummation of this Agreement. With respect to SPAC’s Expenses (the “SPAC

Expenses”), 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. Notwithstanding the foregoing, each of SPAC and the Company

shall be responsible for fifty percent (50%) of (i) the fees and expenses relating to any pre-merger notification required under the Hart-Scott-Rodino

Antitrust Improvements Act of 1976, as amended (“Antitrust Expenses”), (ii) all filing fees and expenses under

U.S. securities laws relating to the preparation, printing, mailing and filing of the Registration Statement and/or Proxy Statement (“SEC

Filing Fee Expenses”) and (iii) all filing fees and expenses paid to Nasdaq or NYSE relating to SPAC’s initial listing

application in connection with the Transactions.

Article

VIII

TRUST WAIVER

8.1 Waiver

of Claims Against Trust. Reference is made to the IPO Prospectus. The Company hereby represents and warrants that it has read the

IPO Prospectus and understands that SPAC has established the Trust Account containing the proceeds of the IPO and from certain private

placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s

public shareholders (the “Public Shareholders”) and that, except as otherwise described in the IPO Prospectus

and the SPAC’s Organizational Documents, SPAC may disburse monies from the Trust Account only: (a) to the Public Shareholders in

the event they elect to redeem their SPAC Class A Ordinary Shares in connection with the consummation of its initial business combination

(as such term is used in the SPAC’s Organizational Documents) (“Business Combination”) or in connection

with an amendment to the SPAC’s Organizational Documents (i) to modify the substance or timing of SPAC’s obligations to allow

redemption in connection with a Business Combination or to redeem 100% of the Class A Ordinary Shares if the SPAC has not consummated

a Business Combination within twenty-four (24) months after the closing of the IPO; or (ii) with respect to any other material provisions

relating to (x) the rights of holders of SPAC Class A Ordinary Shares; or (y) pre-initial Business Combination activity upon the effectiveness

of any such amendment; (b) to the Public Shareholders if SPAC fails to consummate a Business Combination within twenty-four (24) months

after the closing of the IPO, and subject to extension by amendment to SPAC’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 up to $100,000 in dissolution expenses,

and (d) to SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of SPAC entering into

this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company

hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company

nor any of its Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies

in the Trust Account or distributions therefrom to holders of SPAC Class A Ordinary Shares, or make any claim against the Trust Account

(including any distributions therefrom to holders of SPAC Class A Ordinary Shares), regardless of whether such claim arises as a result

of, in connection with or relating in any way to, this Agreement or any other matter, and regardless of whether such claim arises based

on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The

Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that the Company or any of its Affiliates

may have against the Trust Account (including any distributions therefrom to holders of SPAC Class A Ordinary Shares) now or in the future

and will not seek recourse against the Trust Account (including any distributions therefrom to holders of SPAC Class A Ordinary Shares)

for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with SPAC or its Affiliates). The

Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its

Affiliates to induce SPAC to enter in this Agreement, and the Company 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 any of its Affiliates

commences any Action based upon, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives,

which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, the Company hereby acknowledges and

agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall

not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim

against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or any

of its Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to SPAC or its

Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom)

or the Public Shareholders, whether in the form of money damages or injunctive relief, SPAC and its Representatives, as applicable, shall

be entitled to recover from the Company and their respective Affiliates, as applicable, the associated legal fees and costs in connection

with any such Action, in the event SPAC or its Representatives, as applicable, prevails in such Action. This Section 8.1 shall

survive termination of this Agreement for any reason and continue indefinitely.

Article

MISCELLANEOUS

9.1 Non-Survival

of Representations, Warranties and Covenants. The representations and warranties of the Parties contained in this Agreement or in

any certificate or instrument delivered by or on behalf of the Parties pursuant to this Agreement shall not survive the Closing, and shall

terminate and expire upon the occurrence of the Closing (and there shall be no Liability after the Closing in respect thereof), and from

and after the Closing, the Parties and their respective Representatives shall not have any further obligations, nor shall any claim be

asserted or action be brought against the Parties or their respective Representatives with respect thereto. The covenants and agreements

made by the Parties in this Agreement or in any certificate or instrument delivered pursuant to this Agreement, including any rights arising

out of any breach of such covenants or agreements, shall not survive the Closing, and shall terminate and expire upon the occurrence of

the Closing (and there shall be no liability after the Closing in respect thereof), 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); provided that in the context of breaches thereof,

with respect only to any breaches occurring after the Closing.

9.2 Non-Recourse.

This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement

or the transactions contemplated hereby may only be brought against, the entities that are expressly named as Parties and then only with

respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent

of the specific obligations undertaken by such Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor,

incorporator, member, partner, shareholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no

past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholder, Affiliate, agent, attorney,

advisor or representative or Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise)

for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of

SPAC, Merger Sub or the Company under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the

transactions contemplated hereby.

9.3 Notices.

All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when

delivered (a) in person, (b) by email with affirmative confirmation of receipt, (c) one (1) Business Day after being sent, if sent by

reputable, nationally recognized overnight courier service or (d) three (3) Business Days after being mailed, if sent by registered or

certified mail, pre-paid and return receipt requested, in each case to the applicable Party at the following addresses (or at such other

address for a Party as shall be specified by like notice):

If to SPAC or Merger Sub at or prior to the Closing, to:

Newbury Street II Acquisition Corp

121 High Street, Floor 3

Boston, Massachusetts 02110

Attn: Thomas Bushey

Telephone No.: (617) 334-2805

Email: [***]

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

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Attn: Matthew A. Gray, Esq.

Barry I. Grossman, Esq.

Telephone No.: (212) 370-1300

Email: [***];

[***]

If to the Company or the Surviving Corporation, to:

Fort Robotics, Inc.

1608 Walnut St.

12th Floor

Philadelphia, PA 19103

Attn: Samuel Reeves

Telephone No.: (267) 515-5880

Email: [***]

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

Fenwick & West LLP

801 California Street

Mountain View, CA 94041

Attn: David Michaels ([***]); Aman Singh

([***]); Steven Levine ([***])

If to SPAC after the Closing, to:

Fort Robotics Holdings, Inc.

1608 Walnut St.

12th Floor

Philadelphia, PA 19103

Attn: Samuel Reeves

Telephone No.: (267) 515-5880

Email: [***]

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

Fenwick & West LLP

801 California Street

Mountain View, CA 94041

Attn: David Michaels ([***]); Aman Singh

([***]); Steven Levine ([***])

9.4 Binding

Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties

and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of Law or otherwise without the

prior written consent of SPAC and the Company, and any assignment without such consent shall be null and void; provided that no

such assignment shall relieve the assigning Party of its obligations hereunder.

9.5 Third

Parties. Except for the rights of the D&O Indemnified Persons set forth in Section 5.17, and of the Sponsor, EGS and Fenwick

in Section 9.15, which the Parties acknowledge and agree are express third party beneficiaries of this Agreement for purposes of

such Sections and related enforcement provisions, 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.

9.6 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 the Court of Chancery of the State of Delaware in and for New Castle County, Delaware or, if such court shall

not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court (or, in each case, any appellate

courts thereof) (the “Specified Courts”). Each Party 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 and (b) irrevocably waives,

and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the

jurisdiction of the Specified Courts, that its property is exempt or immune from attachment or execution, that the Action is brought in

an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not

be enforced in or by 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 9.3. Nothing in this Section 9.6 shall affect the right of any Party to serve legal process in any other manner

permitted by Law.

9.7 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 9.7.

9.8 Specific

Performance. Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby are unique,

recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching

Parties may have no adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this

Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached. Accordingly, each

Party shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement and to seek to enforce specifically

the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate,

this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at law or in equity.

9.9 Severability.

In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified

or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity,

legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity,

legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other

provision is invalid, illegal or incapable of being enforced, the Parties will substitute for any invalid, illegal or unenforceable provision

a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid,

illegal or unenforceable provision.

9.10 Amendment.

This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by SPAC and the Company.

9.11 Waiver.

SPAC on behalf of itself and its Affiliates and the Company on behalf of itself and its Affiliates, may in its sole discretion (a) extend

the time for the performance of any obligation or other act of any other non-Affiliated Party hereto, (b) waive any inaccuracy in

the representations and warranties by such other non-Affiliated Party contained herein or in any document delivered pursuant hereto and

(c) 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 applicable

Representative of such Party 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.

9.12 Entire

Agreement. This Agreement and the documents or instruments referred to herein, including any exhibits and schedules attached hereto,

which exhibits and schedules are incorporated herein by reference, together with the Ancillary Documents, embody the entire agreement

and understanding of the Parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations,

warranties, covenants or undertakings, other than those expressly set forth or referred to herein or the documents or instruments referred

to herein, which collectively supersede all prior agreements and the understandings among the Parties with respect to the subject matter

contained herein.

9.13 Interpretation.

The table of contents and the Article and Section headings contained in this Agreement are solely for the purpose of reference, are not

part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement. In this Agreement,

unless the context otherwise requires: (a) any pronoun used shall include the corresponding masculine, feminine or neuter forms, and words

in the singular, including any defined terms, include the plural and vice versa; (b) reference to any Person includes such Person’s

successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person

in a particular capacity excludes such Person in any other capacity; (c) any accounting term used and not otherwise defined in this Agreement

or any Ancillary Document has the meaning assigned to such term in accordance with GAAP; (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 or any Ancillary Document to (i) a Person’s directors shall include any member

of such Person’s governing body, (ii) officers shall include any Person filling a substantially similar position for such Person

or (iii) shareholders or stockholders shall include any applicable owners of the equity interests of such Person, in whatever form. The

Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question

of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties hereto, and no presumption

or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. To the

extent that any Contract, document, certificate or instrument is represented and warranted to by the Company to be given, delivered, provided

or made available by the Company, in order for such Contract, document, certificate or instrument to have been deemed to have been given,

delivered, provided and made available to SPAC or its Representatives, such Contract, document, certificate or instrument shall have been

posted to the electronic data site maintained on behalf of the Company for the benefit of SPAC and its Representatives and SPAC and its

Representatives have been given access to the electronic folders containing such information.

9.14 Counterparts.

This Agreement and each Ancillary Document may be executed and delivered (including by facsimile, pdf or other electronic transmission)

in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed

to be an original but all of which taken together shall constitute one and the same agreement.

9.15 Legal

Representation.

(a) The

Parties agree that, notwithstanding the fact that Ellenoff Grossman & Schole LLP (“EGS”) may have, prior

to the Closing, jointly represented SPAC, Merger Sub and/or the Sponsor in connection with this Agreement, the Ancillary Documents and

the Transactions, and has also represented SPAC and/or its Affiliates in connection with matters other than the transaction that is the

subject of this Agreement, EGS will be permitted in the future, after the Closing, to represent the Sponsor or its Affiliates in connection

with matters in which such Persons are adverse to SPAC or any of its Affiliates, including any disputes arising out of, or related to,

this Agreement. The Company, which is or has the right to be represented by independent counsel in connection with the transactions contemplated

by this Agreement, hereby agrees, in advance, to waive (and to cause its Affiliates to waive) any actual or potential conflict of interest

that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor or its Affiliates in which

the interests of such Person are adverse to the interests of SPAC and/or the Company or any of its Affiliates, including any matters that

arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of SPAC, Merger

Sub, the Sponsor or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client

privilege, the Sponsor shall be deemed the client of EGS with respect to the negotiation, execution and performance of this Agreement

and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of

client confidence relating thereto shall belong solely to the Sponsor, shall be controlled by the Sponsor and shall not pass to or be

claimed by SPAC or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by

SPAC or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges

or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

(b) The

Parties agree that, notwithstanding the fact that Fenwick & West LLP (“Fenwick”) may have, prior

to the Closing, jointly represented the Company and the Company Stockholders in connection with this Agreement, the Ancillary Documents

and the Transactions, and has also represented the Company and/or its Affiliates in connection with matters other than the transaction

that is the subject of this Agreement, Fenwick will be permitted in the future, after the Closing, to represent the Company Stockholders

or their respective Affiliates in connection with matters in which such Persons are adverse to the Company or any of its Affiliates, including

any disputes arising out of, or related to, this Agreement. SPAC, which is or has the right to be represented by independent counsel in

connection with the transactions contemplated by this Agreement, hereby agrees, in advance, to waive (and to cause its Affiliates to waive)

any actual or potential conflict of interest that may hereafter arise in connection with Fenwick’s future representation of one

or more of the Company Stockholders or their respective Affiliates in which the interests of such Person are adverse to the interests

of SPAC and/or the Company or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially

related to this Agreement or to any prior representation by Fenwick of the Company, the Company Stockholders or any of their respective

Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Company Stockholders shall

be deemed the clients of Fenwick with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents.

All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating

thereto shall belong solely to the Company Stockholders, shall be controlled by the Company Stockholders and shall not pass to or be claimed

by SPAC or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Company

or any of its Affiliates (including, after the Effective Time, SPAC and the Surviving Corporation and their respective Affiliates) of

any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Article

DEFINITIONS

10.1 Certain

Definitions. For purpose of this Agreement, the following capitalized terms have the following meanings:

“Action”

means any claim, demand, charge, action, suit, lawsuit, litigation, audit, complaint, settlement, stipulation, assessment or arbitration,

or any request (including any request for information), inquiry, hearing, proceeding or investigation (in each case, whether civil, criminal

or administrative and whether public or private), by or before any Governmental Authority.

“Affiliate”

means, with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, Controls, is Controlled

by, or is under common Control with such Person. For the avoidance of doubt, Sponsor shall be deemed to be an Affiliate of SPAC prior

to the Closing.

“Ancillary Documents”

means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates and instruments to

be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement, and including the Voting Agreements,

the Lock-Up Agreements, the Registration Rights Agreement, the Non-Competition Agreements, the Employment Agreements, the Domestication

Organizational Documents, the Amended SPAC Articles, the Letters of Transmittal, the Incentive Plan and each other agreement, document,

instrument and/or certificate executed, or contemplated to be executed, in connection with the transactions contemplated hereby, including

the Merger, and the Domestication.

“Benefit Plans”

of any Person means any and all deferred compensation, executive compensation, incentive compensation, equity purchase, phantom equity

or other equity-based compensation plan, employment or consulting, change in control, retention, 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 a legal holiday on which commercial banking institutions in New York, New York are authorized

to close for business, excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee”

or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority

so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New

York are generally open for use by customers on such day.

“Change of Control”

means: (a) any acquisition on any date after the Closing by any Person (that is not an Affiliate of SPAC or the Surviving Corporation)

of beneficial ownership (as defined in Section 13(d) of the Exchange Act) of the capital stock of SPAC that, with the SPAC capital

stock already held by such Person, constitutes more than 50% of the total voting power of the SPAC capital stock; provided that for the

avoidance of doubt, for purposes of this subsection, the acquisition of additional SPAC capital stock (other than with respect to an acquisition

that results in a Person (that is not an Affiliate of SPAC or the Surviving Corporation) owning 100% of the outstanding SPAC capital stock)

(i) by any Person who, prior to such acquisition, beneficially owns more than 50% of the total voting power of the SPAC capital stock

or (ii) pursuant to a pro rata distribution by Sponsor or its Affiliates to their respective equityholders as of the Closing will

not be considered a Change of Control; or (b) any acquisition on any date after the Closing of SPAC by another Person by means of

(i) any transaction or series of related transactions (including any reorganization, merger, or consolidation but excluding any merger

effected exclusively for the purpose of changing the domicile of SPAC), or (ii) a sale of all or substantially all of the assets

of SPAC and its Subsidiaries, if, in case of either clause (i) or clause (ii), the number of shares of SPAC capital stock outstanding

immediately following the Closing (as adjusted for any stock split or other recapitalization event) will, immediately after such transaction,

series of related transactions or sale, represent less than 50% of the total voting power of the surviving or acquiring entity.

“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 Articles of Incorporation of the Company, as amended and effective under the DGCL.

“Company Common

Stock” means the common stock, par value $0.00001 per share, of the Company.

“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, (a) at the time of disclosure by SPAC or its Representatives,

is generally available publicly and was not disclosed in breach of this Agreement or (b) at the time of the disclosure by the Company

or its Representatives to SPAC or its Representatives was previously known by such receiving party without violation of Law or any confidentiality

obligation by the Person receiving such Company Confidential Information.

“Company Convertible

Securities” means, collectively, the Company Options, the Pre-Signing Company SAFEs, the Company Warrants and any other

options, warrants or rights to subscribe for or purchase any capital stock of the Company or securities convertible into or exchangeable

for, or that otherwise confer on the holder any right to acquire any capital stock of the Company. For the avoidance of doubt, Company

Convertible Securities shall exclude the Permitted Company SAFEs but include any securities, rights and/or profits interests, issued by

any Affiliate, plan, holding company, or other entity which, directly or indirectly, holds Company Securities, and which can cause the

revaluation, valuation, issuance, profits or payment compensation in connection with, or conversion, exercise or exchange of, any Company

Securities.

“Company Equity

Plan” means the Fort Robotics, Inc. (f/k/a HRI Networks, Inc.) 2018 Equity Incentive Plan.

“Company FF Preferred

Stock” means the FF Preferred Stock, par value $0.00001 per share, of the Company.

“Company Fundamental

Representations” means the representations and warranties specified in Section 4.1 (Organization and Standing), Section

4.2 (Authorization; Binding Agreement); Section 4.3(a) (other than the first sentence of Section 4.3(a))

(Capitalization); Section 4.3(b) (Capitalization); clause (a) of Section 4.6 (Non-Contravention); and Section

4.26 (Finders and Brokers).

“Company Inbound

IP Licenses” means all written licenses, sublicenses and other Contracts by and between a Target Company and third party

licensor (other than Standard IP Agreements), under which a Target Company is a licensee of Intellectual Property used for the conduct

of the business of such Target Company as currently conducted.

“Company Option”

means any option, right, award, understanding or agreement to purchase, subscribe for, or be exercised or exchanged for, or be converted

into, Company Stock, which was granted pursuant to the Company Equity Plan or otherwise.

“Company Outbound

IP License” means all written licenses, sublicenses and other Contracts by and between a third party and a Target Company

(other than Standard IP Agreements), under which a Target Company is the licensor of Company Owned IP.

“Company Owned IP”

means, collectively, the Company Registered IP and Company Unregistered Owned IP.

“Company Preferred

Stock” means, collectively, Company FF Preferred Stock, Company Series B Junior Prime Preferred Stock, Company Series B

Senior Prime Preferred Stock, Company Series B-1 Preferred Stock, Company Series B-2 Preferred Stock, Company Series Seed 2 Junior Prime

Preferred Stock and Company Series Seed Junior Prime Preferred Stock.

“Company Real Property

Leases” means all current leases, lease guarantees, agreements and documents related to the premises currently leased or

subleased or otherwise used or occupied by a Target Company for the operation of the business of a Target Company, including all amendments,

terminations and modifications thereof or waivers thereto.

“Company Registered

IP” means all U.S. and foreign Patent registrations and pending Patent applications, Trademark registrations and pending

Trademark applications, Copyright registrations and registered Internet Assets that are owned or purported to be owned by a Target Company.

“Company Restricted

Stock” means shares of Company Common Stock subject to vesting, forfeiture or similar lapsing conditions.

“Company SAFEs”

mean the Pre-Signing Company SAFEs and the Permitted Company SAFEs.

“Company SAFE Conversion

Amounts” means the Pre-Signing Company SAFE Conversion Amounts and the Permitted Company Conversion Amounts.

“Company Securities”

means, collectively, the Company Stock, the Company Options, the Company SAFEs, the Company Warrants and any other Company Convertible

Securities.

“Company Security

Holders” means, collectively, the holders of Company Securities.

“Company Series

B Junior Prime Preferred Stock” means the Series B Junior Prime preferred stock, par value $0.00001 per share, of the Company.

“Company Series

B Senior Prime Preferred Stock” means the Series B Senior Prime preferred stock, par value $0.00001 per share, of the Company.

“Company Series

B-1 Preferred Stock” means the Series B-1 preferred stock, par value $0.00001 per share, of the Company.

“Company Series

B-2 Preferred Stock” means the Series B-2 preferred stock, par value $0.00001 per share, of the Company.

“Company Series

Seed 2 Junior Prime Preferred Stock” means the Series Seed 2 Junior Prime preferred stock, par value $0.00001 per share,

of the Company.

“Company Series

Seed Junior Prime Preferred Stock” means the Series Seed Junior Prime preferred stock, par value $0.00001 per share, of

the Company.

“Company Stock”

means any shares of the Company Common Stock and the Company Preferred Stock.

“Company Stockholders”

means, collectively, the holders of Company Stock. For the avoidance of doubt, Company Stockholders shall not include any holders of Company

Options that have not exercised such Company Options at or prior to the Closing.

“Company 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 similar payment relating to 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 or its Affiliate 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, (iii) the Company’s portion of any Antitrust Expenses and SEC Filing Fee Expenses in accordance with Section

7.3 that have not been paid prior to the Closing, and (iv) any sales, use, real property transfer, stamp, stock transfer or other

similar transfer Taxes imposed on SPAC, Merger Sub or any Target Company in connection with the Merger or the other transactions contemplated

by this Agreement.

“Company Unregistered

Owned IP” means all material unregistered Intellectual Property owned or purported to be owned by a Target Company.

“Company Warrants”

means, as of any determination time, each warrant to purchase Company Common Stock that is outstanding, including the Stifel Warrant.

“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 or undertakings or other commitments or arrangements that are legally binding upon a Person or any of his, her or its properties

or assets, 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.

“Environmental Law”

means any Law relating to (a) the protection of human health and safety (to the extent related to Hazardous Material exposure), (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 Material), 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, Actions, Orders, Liens, 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.

“Equity Securities”

means any share, share capital, capital stock, partnership, membership, joint venture or similar interest in any Person (including any

stock appreciation, phantom stock, restricted stock, restricted stock unit, performance share, profit participation or similar rights),

and any option, warrant, right or security (including debt securities) convertible, exchangeable or exercisable therefor.

“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 upon fraud as defined under the common law of the State of Delaware.

“Founder Shares”

means 6,118,000 SPAC Class B Ordinary Shares, initially issued to the Sponsor prior to the IPO.

“Fully-Diluted

Company Shares” means, as of immediately prior to the Closing and without duplication, the total number of issued and outstanding

shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock Exchange or otherwise treating shares of Company

Preferred Stock on an as converted to Company Common Stock basis and (b) treating all outstanding Company Convertible Securities as fully

vested and as if the Company Convertible Security had been exercised, exchanged or converted as of the Effective Time but excluding any

Company Securities described in Section 1.10(b) (relating to treasury stock).

“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.

“HSR Act”

means the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder.

“Indebtedness”

of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money (including the outstanding principal

and accrued but unpaid interest), (b) all obligations for the deferred purchase price of property or services (other than trade payables

incurred in the ordinary course of business), (c) any other indebtedness of such Person that is evidenced by a note, bond, debenture,

credit agreement or similar instrument, (d) all obligations of such Person under leases that should be classified as capital leases in

accordance with GAAP, (e) all obligations of such Person for the reimbursement of any obligor on any line or letter of credit, banker’s

acceptance, guarantee or similar credit transaction, in each case, that has been drawn or claimed against, (f) all obligations of such

Person in respect of acceptances issued or created, (g) all interest rate and currency swaps, caps, collars and similar agreements or

hedging devices under which payments are obligated to be made by such Person, whether periodically or upon the happening of a contingency,

(h) all obligations secured by an Lien (other than a Permitted 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 obligations described

in clauses (a) through (i) of any other Person which is directly or indirectly guaranteed by such Person or which such Person has agreed

(contingently or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor against loss.

“Insider Letter

Agreement” means that certain letter agreement, dated as of October 31, 2024, by and among SPAC, its officers and directors

and the Sponsor.

“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 forms of protection of a similar or analogous nature to any of the foregoing or

having similar effect in any jurisdiction throughout the world.

“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.

“Investment Company

Act” means Investment Company Act of 1940, as amended.

“IPO”

means the initial public offering of SPAC Units pursuant to the IPO Prospectus.

“IPO Prospectus”

means the final prospectus of SPAC, dated as of October 31, 2024, and filed with the SEC on November 1, 2024 (File No. 333-281456).

“IPO Underwriter”

means BTIG LLC, as representative of the several underwriters to the IPO.

“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 individuals set forth on Schedule 10.1(a), after reasonable

inquiry or (ii) any other Party, (A) if an entity, the actual knowledge of its directors and executive officers, after reasonable inquiry,

or (B) if a natural person, the actual knowledge of such Party after reasonable inquiry.

“Law”

means any federal, state, local, municipal, foreign, national or supernational or other law, statute, act, 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 having jurisdiction over a given matter.

“Liabilities”

means any and all liabilities, Indebtedness, Actions or obligations of any nature (whether absolute, accrued, unaccrued, liquidated, unliquidated,

fixed, contingent or otherwise, whether known or unknown, whether direct or indirect, whether determined or determinable, 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 those arising under any Law, Action or Order and those arising under any Contract, agreement,

arrangement, commitment or undertaking, and all 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, license,

sublicense 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.

“Losses”

means any and all losses, Actions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest,

penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable

attorneys’ fees and expenses).

“Management Team”

means (i) Samuel Reeves, Chief Executive Officer of the Company, (ii) Nathan Bivans, Chief Technology Officer of the Company and (iii)

Sarah Keim, Chief People Officer of the Company.

“Material Adverse

Effect” means, with respect to any specified Person, any fact, event, occurrence, change or effect that has had, or would

reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business, assets, Liabilities,

results of operations or condition (financial or otherwise) of such Person and its Subsidiaries, taken as a whole, or (b) the ability

of such Person or any of its Subsidiaries on a timely basis to consummate the transactions contemplated by this Agreement or to perform

its obligations hereunder; provided, however, that for purposes of clause (a) above, any adverse fact, event, occurrence, changes

or effects directly or indirectly attributable to, resulting from, relating to or arising from or 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 a Material Adverse Effect has occurred or is reasonably likely or expected to occur: (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) adverse fact, event, occurrence, changes, conditions or effects that generally affect the industries in which such Person or any

of its Subsidiaries principally operate; (iii) changes or proposed changes in applicable Laws or GAAP (as applicable based on the accounting

principles used by the applicable Person) 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) (including the Russian invasion of the Ukraine or any surrounding countries or war in

Iran and other countries in the Middle East), natural disaster or pandemic or the worsening thereof; (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) the announcement

or, pendency of the transactions contemplated by this Agreement; and (vii), with respect to SPAC, the consummation and effects of any

Redemption; provided further, however, that any fact, event, occurrence, condition, or change resulting from a matter described

in any of the clauses (i) - (iv) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred

or would reasonably likely or expected to occur to the extent that such fact, event, occurrence, condition, or change has or has had a

disproportionate and adverse effect on such Person or any of its Subsidiaries, taken as a whole, compared to other participants in the

industries in which such Person or any of its Subsidiaries primarily conducts its businesses. Notwithstanding the foregoing, with respect

to SPAC, the amount of any Redemption or the failure to obtain the Required SPAC Shareholder Approval shall not be deemed to be a Material

Adverse Effect on or with respect to SPAC.

“Merger Sub Common

Stock” means the shares of common stock, par value $0.0001 per share, of Merger Sub.

“Nasdaq”

means the Nasdaq Stock Market LLC, and includes either the Nasdaq Global Market or the Nasdaq Capital Market, as applicable to the relevant

listing.

“NYSE”

means the New York Stock Exchange.

“Off-the-Shelf Software”

means “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 $100,000 per year.

“Open Source Materials”

means Software or other material that is distributed as “free software,” “open source software” or under substantially

similar licensing or distribution terms, including but not limited to, the Mozilla Public License (MPL), BSD licenses, MIT licenses,

and the Apache License, and any other license or distribution model described by the Open Source Initiative at www.opensource.org.

“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, articles of incorporation

or formation, bylaws, operating agreement, memorandum and articles of association or similar organizational documents, in each case, as

amended and/or restated.

“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) mechanic’s, materialmen’s, carriers’, repairers’ and other similar statutory Liens arising or incurred

in the ordinary course of business for amounts that are not yet due and payable or are being contested in good faith by appropriate proceedings

and for which sufficient reserves have been established in accordance with GAAP, (b) Liens for Taxes or assessments and similar governmental

charges or levies, which either are (i) not yet due and payable or (ii) being contested in good faith and by appropriate proceedings,

and adequate reserves have been established in accordance with GAAP with respect thereto, (c) 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, (d) Liens incurred or deposits made

in the ordinary course of business in connection with social security, (e) Liens on goods in transit incurred pursuant to documentary

letters of credit, in each case arising in the ordinary course of business, (f) Liens arising under this Agreement or any Ancillary Document,

(g) encumbrances and restrictions on real property (including easements, covenants, conditions, rights of way and similar restrictions)

that do not or would not prohibit or materially interfere with any of the Target Companies’ use or occupancy of such real property

in the operation of the business, (h) zoning, building codes and other land use Laws regulating the use or occupancy of real property

or the activities conducted thereon which are imposed by any Governmental Authority having jurisdiction over such real property and which

are not violated by the use or occupancy of such real property or the operation of the businesses of the Target Company and do not prohibit

or materially interfere with any of the Target Companies’ use or occupancy of such real property, (i) cash deposits or cash pledges

to secure the payment of workers’ compensation, unemployment insurance, social security benefits or obligations arising under similar

Laws or to secure the performance of public or statutory obligations, surety or appeal bonds, and other obligations of a like nature,

in each case, in the ordinary course of business and which are not yet due and payable, and (j) grants by any Target Company of non-exclusive

rights in Intellectual Property in the ordinary course of business.

“Person”

means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership),

limited liability company, association, joint stock company, unincorporated organization or association, trust, joint venture or other

similar entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality

thereof.

“Personal Information”

means any information, whether alone or in combination with other information possessed or controlled by the Target Companies, that identifies

a natural person (including name, address, telephone number, email address, credit or payment card information, bank account number, date

of birth, government-issued identifier, social security number, race, ethnic origin/nationality, photograph and mental or physical health

or medical information).

“Personal Property”

means any machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant, parts and other tangible

personal property.

“Per Share Price”

means an amount equal to (i) the Merger Consideration divided by (ii) the Fully-Diluted Company Shares as of the Closing.

“Permitted Company

SAFE Conversion Amount” means, with respect to any Permitted Company SAFE, the quotient of (1) the Purchase Amount (as

defined in the Permitted Company SAFE) divided by (2) the Discount Price (as defined in the Permitted Company SAFE).

“Pre-Signing Company

SAFE” means each of those certain Simple Agreements for Future Equity listed on Schedule 4.3(b)

“Pre-Signing Company SAFE Conversion Amount” means,

with respect to any Pre-Signing Company SAFE, the quotient of (1) the Purchase Amount (as defined in the Permitted Company SAFE) divided

by (2) the Discount Price (as defined in the Pre-Signing Company SAFE).

“Pro Rata Share”

means with respect to each Company Stockholder, a fraction expressed as a percentage equal to (i) the portion of the Stockholder Merger

Consideration issuable by SPAC to such Company Stockholder in accordance with the terms of this Agreement, divided by (ii) the total Stockholder

Merger Consideration issuable by SPAC to all Company Stockholders in accordance with the terms of this Agreement.

“Processing”

means any operation or set of operations performed on Personal Information, whether or not by automated means, including the collection,

recording, organization, structuring, storage, adaptation, alteration, retrieval, consultation, use, disclosure by transmission, dissemination

or otherwise making available, alignment, combination, restriction, erasure or destruction of Personal Information.

“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, with respect to any Person, such Person’s Affiliates and the respective managers, directors, general partners, 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

five percent (5%) of the issued and outstanding shares of the Company, in each case of clauses (i) and (ii), treating any Company Preferred

Stock and Company Convertible Securities on an as-converted to Company Stock basis.

“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 Affiliate

Transactions” means any Contract between SPAC and/or Merger Sub, on the one hand, and any director, officer or employee

of SPAC or Merger Sub or any member of such Person’s immediate family or any corporation, partnership or other entity in which such

Person controls, on the other hand, but excluding loans made by the Sponsor or its Affiliate to SPAC to pay for SPAC Expenses (including

Extension Expenses).

“SPAC Class A Common

Stock” means the shares of Class A common stock, par value $0.0001 per share, of SPAC following the consummation of the

Domestication.

“SPAC Class B Common

Stock” means the shares of Class B common stock, par value $0.0001 per share, of SPAC, following the consummation of the

Domestication.

“SPAC Class A Ordinary

Shares” means the Class A ordinary shares, par value $0.0001 per share, of SPAC, prior to the Domestication.

“SPAC Class B Ordinary

Shares” means the Class B ordinary shares, par value $0.0001 per share, of SPAC, prior to the Domestication.

“SPAC Common Stock”

means, collectively, the shares of SPAC Class A Common Stock and the SPAC Class B Common Stock. For the avoidance of doubt, any reference

in this Agreement to SPAC Common Stock (i) from and after the Closing shall mean the SPAC Class A Common Stock and/or the SPAC Class B

Common Stock, as applicable and (ii) prior to the Domestication shall mean the applicable class of SPAC Ordinary Shares.

“SPAC Confidential

Information” means all confidential or proprietary documents and information concerning SPAC or any of its Representatives;

provided, however, that SPAC Confidential Information shall not include any information which, (a) at the time of disclosure by

the Company or any of its Representatives, is generally available publicly and was not disclosed in breach of this Agreement or (b) at

the time of the disclosure by SPAC or any of its Representatives to the Company or any of its Representatives, was previously known by

such receiving party without violation of Law or any confidentiality obligation by the Person receiving such SPAC Confidential Information.

For the avoidance of doubt, from and after the Closing, SPAC Confidential Information will include the confidential or proprietary information

of the Target Companies.

“SPAC Fundamental

Representations” means the representations and warranties specified in Section 3.1 (Organization and Standing), Section

3.2 (Authorization; Binding Agreement); clause (a) of Section 3.4 (Non-Contravention); Section 3.5(a) (other

than the first sentence of Section 3.5(a)) (Capitalization); Section 3.5(b) (Capitalization); and Section 3.17 (Finders

and Brokers).

“SPAC Ordinary Shares”

means the SPAC Class A Ordinary Shares and the SPAC Class B Ordinary Shares. For the avoidance of doubt, any reference in this Agreement

to SPAC Ordinary Shares from and after the Domestication shall mean the applicable class of SPAC Common Stock.

“SPAC Preference

Shares” means preference shares, par value $0.0001 par value per share, of SPAC, prior to the Domestication.

“SPAC Private Units”

means the units issued to the Sponsor and the IPO Underwriter in a private placement that closed simultaneously with the IPO, consisting

of one (1) SPAC Class A Ordinary Share and one-half of one SPAC Private Warrant.

“SPAC Private Warrants”

means one (1) whole warrant that was issued to the Sponsor and the IPO Underwriter in a private placement that closed simultaneously with

the IPO, with each whole warrant entitling the holders thereof to purchase one (1) SPAC Class A Ordinary Share at a purchase price of

$11.50 per share.

“SPAC Public Units”

means the units issued in the IPO (including overallotment units acquired by SPAC’s underwriter) consisting of one (1) SPAC Class

A Ordinary Share and one-half of one SPAC Public Warrant.

“SPAC Public Warrants”

means the warrant that was included as part of each SPAC Public Unit, with each whole warrant entitling the holder thereof to purchase

one (1) SPAC Class A Ordinary Share at a purchase price of $11.50 per share.

“SPAC Securities”

means the SPAC Units, the SPAC Ordinary Shares, the SPAC Preference Shares and the SPAC Warrants, collectively.

“SPAC Units”

means the SPAC Public Units and SPAC Private Units.

“SPAC Warrants”

means SPAC Private Warrants and SPAC Public Warrants, collectively.

“Sponsor”

means Newbury Street II Acquisition Sponsor LLC, a Delaware limited liability company.

“Subsidiary”

means, with respect to any Person, any corporation, limited liability company, partnership, association or other legal entity of which

(a) 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 such

Person or one or more of the other Subsidiaries of such Person or a combination thereof, or (b) if a limited liability company, partnership,

association or other business entity (other than a corporation), a majority of the partnership or other similar ownership interests thereof

is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination

thereof. For purposes hereof, a Person or Persons will be deemed to have a majority ownership interest in such a business entity (other

than a corporation) if such Person or Persons shall be allocated a majority of such entity’s gains or losses or shall be or Control

the managing director, managing member, general partner or other managing Person of such 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 with a governmental authority in connection with the determination, assessment

or collection of 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 that in lieu

of or in the nature of tax, 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 SPAC Common Stock are actually traded on the Trading Market.

“Trading Market”

means from and after the Closing, at any particular time of determination, the principal United States securities exchange or securities

market on which the shares of SPAC Common Stock are then traded.

“Trust Account”

means the trust account established by SPAC with the proceeds from the IPO pursuant to the Trust Agreement in accordance with the IPO

Prospectus.

“Trust Agreement”

means that certain Investment Management Trust Agreement, dated as of October 31, 2024, by and between SPAC and the Trustee, as it may

be amended.

“Trustee”

means Continental Stock Transfer & Trust Company, a New York corporation, in its capacity as trustee under the Trust Agreement.

“VWAP”

means, for any security as of any date(s), the dollar volume-weighted average price for such security on the principal securities exchange

or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00

p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does

not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for

such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg,

or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing

bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc. If the

VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security on such date(s) shall

be the fair market value as determined reasonably and in good faith by a majority of the disinterested independent directors of the board

of directors (or equivalent governing body) of the applicable issuer. All such determinations shall be appropriately adjusted for any

stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

“Willful Breach”

means a material breach of this Agreement or any applicable Ancillary Document by a Party that is a consequence of an act undertaken or

a failure to act by the breaching Party with the knowledge that the taking of such act or such failure to act would, or would reasonably

be expected to, constitute or result in a breach of this Agreement or such Ancillary Document.

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)

Additional Transaction Financing

5.19(a)

Additional Transaction Financing Agreements

5.19(a)

Agreement

Preamble

Alternative Transaction

5.6(a)

Amended SPAC Articles

1.8(b)

Antitrust Expenses

7.3

Antitrust Laws

5.9(b)

Assumed Option

1.10(c)

Audited Company Financials

4.7(a)

Business

Recitals

Business Combination

8.1

Certificate of Merger

1.2

Change in Recommendation

5.12(d)

Closing

2.1

Closing Consideration Spreadsheet

1.13

Closing Date

2.1

Closing Filing

5.14(b)

Closing Press Release

5.14(b)

Closing Redemption

5.12(a)

Conversion Ratio

1.9

Companies Act

Recitals

Company

Preamble

Company Benefit Plan

4.19(a)

Company Certificates

1.11(a)

Company Common Stock

Recitals

Company Directors

5.16(a)

Company Disclosure Schedules

Article IV

Company Financials

4.7(a)

Company Material Contract

4.12(a)

Company Owned IP

4.13(a)

Company Permits

4.10

Company Preferred Stock Exchange

1.7

Company Real Property Leases

4.15

Company Special Meeting

5.13

Conversion Ratio

1.9

DGCL

Recitals

D&O Indemnified Persons

5.17(a)

Domestication

1.8(a)

Domestication Organizational Documents

1.8(a)

Effective Time

1.2

EGS

9.15(a)

Employment Agreements

Recitals

Enforceability Exceptions

3.2

Environmental Permits

4.20(a)

Exchange Agent

1.11(a)

Expenses

7.3

Extension

5.3(a)

Extension Expenses

5.3(a)(iv)

Extension Redemption

3.5(c)

Federal Securities Laws

5.7

Financing Agreements

5.19(b)

GAAP Audited Company Financials

4.7(a)

Incentive Plan

5.12(a)

Initial PIPE Financing

Recitals

Initial PIPE Subscription Agreements

Recitals

Initial PIPE Investors

Recitals

Interim Balance Sheet Date

4.7(a)

Interim Period

5.1(a)

Letter of Transmittal

1.11(a)

Lock-Up Agreement

Recitals

Lost Certificate Affidavit

1.11(d)

Merger

Recitals

Merger Consideration

1.9

Merger Consideration Shares

1.9

Merger Sub

Preamble

Non-Competition Agreement

Recitals

OFAC

3.19(c)

Outside Date

7.1(b)

Party(ies)

Preamble

PIPE Financing Agreements

5.19(a)

PIPE Investment

5.19(a)

Transaction Financing

5.19(a)

Transaction Financing Agreements

5.19(a)

Post-Closing SPAC Board

5.16(a)

Pro Rata Share

1.9

Proxy Statement

5.12(a)

Public Certifications

3.6(a)

Public Shareholders

8.1

Redemption

3.5(c)

Registration Rights Agreement

Recitals

Registration Statement

5.12(a)

Related Person

4.21

Released Claims

8.1

Required Company Stockholder Approval

6.1(b)

Required SPAC Shareholder Approval

6.1(a)

SEC Filing Fee Expenses

7.3

SEC Reports

3.6(a)

SEC SPAC Accounting Changes

3.6(a)

Section 409A Plan

4.19(k)

Sensitive Information

4.13(f)

Signing Filing

5.14(b)

Signing Press Release

5.14(b)

SPAC

Preamble

SPAC D&O Tail Insurance

5.17(b)

SPAC Directors

5.16(a)

SPAC Disclosure Schedules

Article III

SPAC Expenses

7.3

SPAC Financials

3.6(b)

SPAC Material Contract

3.13(a)

SPAC Shareholder Approval Matters

5.12(a)

SPAC Extraordinary General Meeting

5.12(a)

Specified Courts

9.6

Sponsor

Recitals

Sponsor Letter Agreement

Recitals

Stockholder Merger Consideration

1.9

Surviving Corporation

1.1

Top Customers

4.23

Top Suppliers

4.23

Transmittal Documents

1.11(b)

Transaction Financing

5.19(b)

Unaudited Company Financials

4.7(a)

Voting Agreements

Recitals

{REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;

SIGNATURE PAGE FOLLOWS}

IN 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.

SPAC:

NEWBURY STREET II ACQUISITION CORP

By:

/s/ Thomas Bushey

Name:

Thomas Bushey

Title:

Chief Executive Officer

Merger Sub:

HUGO MERGER SUB

By:

/s/ Thomas Bushey

Name:

Thomas Bushey

Title:

Chief Executive Officer

The Company:

FORT ROBOTICS, INC.

By:

/s/ Samuel Reeves

Name:

Samuel Reeves

Title:

Chief Executive Officer

EX-10.1

Filename: ea030129401ex10-1.htm · Sequence: 4

Exhibit 10.1

EXECUTION VERSION

CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT (A) BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS

AS PRIVATE OR CONFIDENTIAL OR (B) IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K DUE TO PERSONAL PRIVACY CONCERNS. INFORMATION THAT

HAS BEEN SO REDACTED FROM THIS EXHIBIT HAS BEEN MARKED WITH “[***]” TO INDICATE THE OMISSION.

FORM

OF VOTING AND SUPPORT AGREEMENT

This

Voting and Support Agreement (this “Agreement”) is made as of August 17, 2026 by and among (i) Newbury

Street II Acquisition Corp, a Cayman Islands exempted company (together with its successors, including after giving effect to the

Domestication (as defined below), “SPAC”), (ii) Fort Robotics, Inc., a Delaware corporation (the “Company”),

and (iii) the undersigned shareholders (collectively, the “Holders” and each, a “Holder”)

of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger

Agreement (as defined below).

WHEREAS,

concurrently with the execution of this Agreement, (i) SPAC, (ii) Hugo Merger Sub Inc., a Delaware corporation and a wholly owned

subsidiary of SPAC (“Merger Sub”), and (iii) the Company, have entered into that certain Agreement and Plan

of Merger (as may be amended, modified, supplemented and/or restated from time to time in accordance with the terms thereof, the “Merger

Agreement”);

WHEREAS,

pursuant to the Merger Agreement and subject to the terms and conditions thereof, upon consummation of the transactions (the “Transactions”)

contemplated by the Merger Agreement (the “Closing”), among other matters, (a) SPAC will continue out of the

Cayman Islands and become domesticated as a corporation in the state of Delaware (the “Domestication”), and

(b) Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving such merger

as a wholly-owned subsidiary of SPAC, and as a result of which all of the issued and outstanding capital stock of the Company as of immediately

prior to the effective time of the Merger shall no longer be outstanding and shall automatically be cancelled in exchange for which the

security holders of the Company shall have the right to receive shares of common stock of SPAC, in accordance with the applicable provisions

of the DGCL, and all upon the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS,

as of the date hereof, each Holder is the sole record holder and sole beneficial (as such term is defined in Rule 13d-3 under

the Exchange Act, which meaning shall apply for all purposes of this Agreement whenever the term “beneficial” or “beneficially”

is used) owner, and has full voting power over (a) the number of shares of Company Common Stock set forth opposite such Holder’s

name on Schedule A-1 next to the applicable class heading, and (b) the number of shares of Company Preferred Stock set forth opposite

such Holder’s name on Schedule A-2 next to the applicable class heading (all such shares of Company Common Stock specified

on Schedule A-1 shall be referred to herein as the Holder’s “Subject Common Stock”, all such shares

of Company Preferred Stock specified on Schedule A-2 shall be referred to herein as the Holder’s “Subject Preferred

Stock” and the Holder’s Subject Common Stock and Subject Preferred Stock shall be referred to herein collectively

as the Holder’s “Subject Stock”); and

WHEREAS,

as a condition to the willingness of SPAC to enter into the Merger Agreement, and as an inducement and in consideration therefor, and

in view of the valuable consideration to be received by each Holder thereunder, and the expenses and efforts to be undertaken by SPAC

and the Company to consummate the Merger Agreement, the Ancillary Documents and the Transactions, SPAC, the Company and such Holder desire

to enter into this Agreement in order for such Holder to provide certain assurances to SPAC regarding the manner in which such Holder

is bound hereunder to vote its Subject Stock during the period from and including the date hereof through and including the date on which

this Agreement is terminated in accordance with its terms (the “Voting Period”) with respect to the Merger

Agreement, the Merger, the Ancillary Documents and the Transactions.

NOW,

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

and intending to be legally bound hereby, the parties hereby agree as follows:

1. Covenant

to Vote in Favor of Transactions and Other Actions in Connection with the Transactions. Each Holder agrees, with respect to all

of the Subject Stock:

(a) during

the Voting Period, at each meeting of the stockholders of the Company (the “Company Stockholders”) or any class

or series thereof, and in each written consent or resolutions of any of the Company Stockholders in which such Holder is entitled to

vote or consent as a stockholder of the Company, such Holder hereby unconditionally and irrevocably agrees to be present for such meeting

or otherwise be counted as present thereat for the purpose of establishing a quorum and vote (in person or by proxy), or consent to any

action by written consent or resolution, in accordance with the applicable provisions of the Company’s Organizational Documents,

including its Bylaws and the Company Charter, dated January 25, 2021, and June 16, 2025, respectively, and with respect to, as applicable,

the Subject Stock (i) in favor of, and adopt, the Merger, the Merger Agreement, the Ancillary Documents, any amendments to the Company’s

Organizational Documents required in furtherance of the Transactions, and all of the other Transactions (and any actions required in

furtherance thereof), (ii) in favor of the other matters set forth in the Merger Agreement, and (iii) in opposition to: (A) any Acquisition

Proposal or Alternative Transaction and any and all other proposals (x) for the acquisition of the Company, (y) that could reasonably

be expected to materially delay or impair the ability of the Company to consummate the Merger, the Merger Agreement or any of the Transactions,

(B) other than as contemplated by the Merger Agreement or the Ancillary Documents, any material change in (x) the present capitalization

of the Company or any amendment of the Company’s Organizational Documents or (y) the Company’s corporate structure or business,

or (C) any other action or proposal that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone

or adversely affect in any material respect the Transactions or would reasonably be expected to result in any of the conditions to the

Closing under the Merger Agreement not being fulfilled; provided that, for the avoidance of doubt, nothing in this Agreement shall require

such Holder to vote or cause to be voted in any manner with respect to any amendment to the Merger Agreement in a manner that (x) decreases

the Merger Consideration or the Stockholder Merger Consideration, (y) changes the form of the Merger Consideration or the Stockholder

Merger Consideration or (z) is materially adverse to such Holder or the Company’s stockholders generally; provided further that

except as expressly set forth in this Section 1, the Holder shall not be restricted from voting in any manner with respect to any other

matters presented or submitted to the stockholders of the Company;

(b) to

execute and deliver all related customary documentation and take such other action in support of the Merger, the Merger Agreement, the

Company Preferred Stock Exchange, any Ancillary Documents and any of the Transactions, in each case, as shall reasonably be requested

by the Company or SPAC in order to carry out the terms and provision of this Section 1, including, without limitation, (i) execution

and delivery to the Company of a Letter of Transmittal and the Transmittal Documents, (ii) if applicable, delivery of such Holder’s

Company Certificate (or a Lost Certificate Affidavit in lieu of the Company Certificate), duly endorsed for transfer, to SPAC and any

similar or related documents and such other documents as may be reasonably requested by SPAC or the Exchange Agent, (iii) any actions

by written consent of the Company Stockholders relating to the matters described in Section 1(a) presented to such Holder, and (iv) any

applicable Ancillary Documents (including a Lock-Up Agreement, if Holder is a Significant Company Holder), customary instruments of conveyance

and transfer, and any consent, waiver, governmental filing, and any similar or related documents;

to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Subject Stock owned by such Holder

or his/her/its Affiliates in a voting trust or subject any Subject Stock to any arrangement or agreement with respect to the voting of

such Subject Stock, unless specifically requested to do so by the Company and SPAC in connection with the Merger Agreement, the Ancillary

Documents or the Transactions;

(d) except

as contemplated by the Merger Agreement or the Ancillary Documents, not make, or in any manner participate in, directly or indirectly,

a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC) or powers of attorney

or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any Subject Stock in connection with

any vote or other action with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor

of adoption of the Merger Agreement and the Transactions and any other proposal the approval of which is a condition to the obligations

of the parties under the Merger Agreement (and any actions required in furtherance thereof and otherwise as expressly provided by Section

1 of this Agreement);

(e) to

refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to the Merger,

the Merger Agreement, the Ancillary Documents and any of the Transactions, including pursuant to the DGCL;

(f) that,

in connection with the Closing, such Holder (i) hereby notifies the Company of such Holder’s election to convert all of the Subject

Preferred Stock (as set forth opposite such Holder’s name on Schedule A) in accordance with the Company Preferred Stock

Exchange; (ii) undertakes to surrender the relevant share certificate(s) representing all of the Subject Preferred Stock (or deliver

an express indemnity and undertaking in a form acceptable to the Company and SPAC in the case of any certificate found to be missing)

at the registered office of the Company prior to the Effective Time; and (iii) acknowledges and agrees that all shares of Company Common

Stock issued to the Holder pursuant to the Company Preferred Stock Exchange shall constitute Subject Common Stock under this Agreement;

and

(g) that,

with respect to the Merger and the other Transactions, each Holder hereby unconditionally and irrevocably waives any and all pre-emption

rights, rights of first offer, rights of first refusal, rights of participation, tag-along rights and all other similar rights that each

Holder may have in respect of the Merger and/or the Transactions contemplated under the Merger Agreement, whether such rights arise from

the Company’s Organizational Documents, any other agreement, contract and/or arrangement (whether written or unwritten), at law

or otherwise.

2. Grant

of Proxy. Each Holder, with respect to all of such Holder’s Subject Stock, hereby irrevocably grants to, and appoints,

SPAC and any SPAC Representative designated by SPAC (determined in SPAC’s sole discretion) as such Holder’s attorney-in-fact

and proxy, with full power of substitution and resubstitution, for and in such Holder’s name, to vote, or cause to be voted (including

by proxy or written consent, if applicable), in each case consistent with Section 1(a), any Subject Stock owned (whether beneficially

or of record) by such Holder as of the date hereof and as of immediately prior to the Effective Time, solely with respect to the matters

expressly set forth in Section 1(a) of this Agreement; provided, that such proxy shall not extend to any amendment or modification to

the Merger Agreement that would have a material and adverse economic effect on the Holder. The proxy granted by such Holder pursuant

to this Section 2 is irrevocable for the term of this Agreement and is granted in consideration of SPAC entering into this Agreement

and the Merger Agreement and incurring certain related fees and expenses. Each Holder hereby affirms that such irrevocable proxy is coupled

with an interest by reason of the Merger Agreement and, except upon the termination of this Agreement in accordance with Section 5(a),

is intended to be irrevocable. Each Holder agrees, until this Agreement is terminated in accordance with Section 5(a), to vote

its Subject Stock in accordance with Section 1 above.

3. Other

Covenants.

(a) No

Transfers. Each Holder agrees that during the Voting Period it shall not, and shall cause its Affiliates not to, without SPAC’s

prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose

of (including by gift) (collectively, a “Transfer”); (B) enter into any contract, option, derivative, hedging

or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer

of, any or all of the Subject Stock; (C) grant any proxies or powers of attorney with respect to any or all of the Subject Stock; (D)

permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws, the Company’s

Organizational Documents, or the Stockholder Agreements (as defined below), in each case as in effect on the date hereof) with respect

to any or all of the Subject Stock; or (E) take any action that would have the effect of preventing, impeding, interfering with or adversely

affecting such Holder’s ability to perform its obligations under this Agreement; provided, however, that the foregoing restrictions

shall not apply to any Transfer (a “Permitted Transfer”): (i) to any Affiliate of such Holder, including to

any member, partner, stockholder, or other equity holder of such Holder, or to any family member or trust for the benefit of such Holder

or such Holder’s family members, (ii) by will or intestate succession upon the death of such Holder, (iii) pursuant to a court

order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union, or

(iv) with the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed); provided, further,

that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably

satisfactory in form and substance to SPAC, to assume all of the obligations of such Holder under, and be bound by all of the terms of,

this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Subject Stock in violation of this Agreement.

Each Holder agrees with, and covenants to, SPAC and the Company that such Holder shall not request that the Company register the Transfer

(book-entry or otherwise) of any certificate or uncertificated share representing any Subject Stock during the term of this Agreement

without the prior written consent of SPAC, and the Company hereby agrees that it shall not effect any such Transfer.

(b) Changes

to Subject Stock. In the event of an equity distribution, or any change in the equity interests of the Company by reason of any equity

distribution, equity split, recapitalization, combination, conversion, exchange of equity interests or the like, the term “Subject

Stock” shall be deemed to refer to and include the Subject Stock as well as all such equity distributions and any securities into

which or for which any or all of the Subject Stock may be changed or exchanged or which are received in such transaction. Each Holder

agrees during the Voting Period to notify SPAC and the Company promptly in writing of the number and type of any changes to Holder’s

ownership of or voting rights with respect to the Subject Stock, upon Holder’s acquisition or commitment to acquire any additional

Subject Stock or upon any other changes involving Holder relating to the equity interests or securities convertible or exercisable for

equity interests of the Company.

with Merger Agreement. Each Holder agrees during the Voting Period not to take or agree or commit to take any action that would make

any representation and warranty of such Holder contained in this Agreement inaccurate in any material respect. Each Holder further agrees

that it shall use its commercially reasonable efforts to cooperate with SPAC to effect the Merger, all other Transactions, the Merger

Agreement, the Ancillary Documents and the provisions of this Agreement. During the Voting Period, each Holder shall not authorize or

permit any of its Representatives to, directly or indirectly, take any action that the Company is prohibited from taking pursuant to

Section 5.2 of the Merger Agreement (unless SPAC shall have consented thereto). Notwithstanding the foregoing, (x) such Holder

shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof), any subsidiary

of the Company, or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (collectively,

the “Company Related Parties”), (y) such Holder makes no representations or warranties with respect to the actions of any

of the Company Related Parties and (z) any breach by the Company of its obligations under Section 5.2 of the Merger Agreement

shall not in itself be considered a breach of this Agreement.

(d) Registration

Statement. During the Voting Period, each Holder agrees to provide to SPAC, the Company and their respective Representatives any

information regarding such Holder or the Subject Stock that is reasonably requested by SPAC, Company or their respective Representatives

for inclusion in the Registration Statement.

(e) Publicity.

No Holder shall issue any press release or otherwise make any public statements with respect to the Transactions or the transactions

contemplated herein without the prior written approval of the Company and SPAC. Each Holder hereby authorizes the Company and SPAC to

publish and disclose in any announcement or disclosure required by the SEC, Nasdaq (or, if applicable, NYSE) or the Registration Statement

(including all documents and schedules filed with the SEC in connection with the foregoing), such Holder’s identity and ownership

of the Subject Stock and the nature of such Holder’s commitments and agreements under this Agreement, the Merger Agreement and

any other Ancillary Documents.

4. Representations

and Warranties of Holders. Each Holder, severally and not jointly, hereby represents and warrants to SPAC and the Company as

follows:

(a) Binding

Agreement. Such Holder (i) if a natural person, is of legal age to execute this Agreement and is legally competent to do so and (ii)

if not a natural person, is (A) a corporation, limited liability company, company or partnership duly organized and validly existing

under the laws of the jurisdiction of its organization and (B) has all necessary power and authority to execute and deliver this Agreement,

to perform its obligations hereunder and to consummate the transactions contemplated hereby. If such Holder is not a natural person,

the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated

hereby by such Holder has been duly authorized by all necessary corporate, limited liability or partnership action on the part of such

Holder, as applicable. This Agreement, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes

a legal, valid and binding obligation of such Holder, enforceable against such Holder in accordance with its terms (except as such enforceability

may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability

relating to or affecting creditor’s rights, and to general equitable principles). Such Holder understands and acknowledges that

SPAC is entering into the Merger Agreement in reliance upon the execution and delivery of this Agreement by such Holder.

(b) Ownership

of Subject Stock. As of the date hereof, such Holder has beneficial ownership over the Subject Stock set forth under such Holder’s

name on the signature page hereto, is the lawful owner of such Subject Stock, has the sole power to vote or cause to be voted such Subject

Stock (to the extent the Subject Stock have associated voting rights), and has good and valid title to such Subject Stock, free and clear

of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests

and demands of any nature or kind whatsoever, other than those imposed by this Agreement, applicable securities Laws, the Company’s

Organizational Documents, and, each of (i) the Amended and Restated Investors’ Rights Agreement, dated as of June 27, 2025 by and

among the Company and the Company Securityholders party thereto, (ii) the Amended and Restated Right of First Refusal and Co-Sale Agreement,

dated as of June 27, 2025, by and among the Company and the Company Securityholders party thereto and (iii) the Amended and Restated

Voting Agreement, dated as of June 27, 2025 by and among the Company and the Company Securityholders party thereto, each as in effect

on the date hereof (collectively, the “Stockholder Agreements”). There are no claims for finder’s fees

or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby payable by such

Holder pursuant to arrangements made by such Holder. Except for the Subject Stock of the Company set forth under such Holder’s

name on the signature page hereto, as of the date of this Agreement, such Holder is not a beneficial owner or record holder of any: (i)

equity securities of the Company, (ii) securities of the Company having the right to vote on any matters on which the holders of equity

securities of the Company may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company or

(iii) options, warrants or other rights to acquire from the Company any equity securities or securities convertible into or exchangeable

for equity securities of the Company.

Conflicts. No filing with, or notification to, any Governmental Authority, and no consent, approval, authorization or permit of any

other person is necessary for the execution of this Agreement by such Holder, the performance of its obligations hereunder or the consummation

by it of the transactions contemplated hereby. None of the execution and delivery of this Agreement by such Holder, the performance of

its obligations hereunder or the consummation by it of the transactions contemplated hereby shall (i) conflict with or result in any

breach of the certificate of incorporation, bylaws or other comparable organizational documents of such Holder, if applicable, (ii) result

in, or give rise to, a violation or breach of or a default under any of the terms of any Contract or obligation to which such Holder

is a party or by which such Holder or any of the Subject Stock or its other assets may be bound, or (iii) violate any applicable Law

or Order, except for any of the foregoing in clauses (i) through (iii) as would not reasonably be expected to impair such Holder’s

ability to perform its obligations under this Agreement in any material respect.

(d) No

Inconsistent Agreements. Holder hereby covenants and agrees that, except for this Agreement, Holder (i) has not entered into, nor

will enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the Subject

Stock inconsistent with Holder’s obligations pursuant to this Agreement, (ii) has not granted, nor will grant at any time while

this Agreement remains in effect, a proxy, a consent or power of attorney with respect to the Subject Stock and (iii) has not entered

into any agreement or knowingly taken any action (nor will enter into any agreement or knowingly take any action) that would make any

representation or warranty of Holder contained herein untrue or incorrect in any material respect or have the effect of preventing Holder

from performing any of its material obligations under this Agreement.

(e) Adequate

Information. Such Holder has been furnished or given access to adequate information concerning the business and financial condition

of SPAC and the Company to make an informed decision regarding this Agreement and the Transactions and has independently and without

reliance upon SPAC or the Company and based on such information as such Holder has deemed appropriate, made its own analysis and decision

to enter into this Agreement. Such Holder acknowledges that SPAC and the Company have not made and do not make any representation or

warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Such Holder acknowledges

that the agreements contained herein with respect to the Subject Stock held by such Holder are irrevocable and result in the waiver of

any right of the undersigned to demand appraisal in connection with the Merger under Section 262 of the General Corporation Law of the

State of Delaware and any other Law.

(f) Litigation.

There are no Actions pending against such Holder or, to the knowledge of such Holder, threatened in writing against such Holder, before

(or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which would reasonably be

expected to prevent, enjoin or materially delay the performance by such Holder of its obligations under this Agreement.

(g) Brokerage

Fees. No broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission

in connection with the Transactions based upon arrangements made by such Holder in his, her or its capacity as a stockholder of the Company,

for which the Company or any of its Affiliates may become liable.

(h) Acknowledgement.

Such Holder understands and acknowledges that each of the SPAC and the Company is entering into the Merger Agreement in reliance upon

the Holder’s execution and delivery of this Agreement.

5. Miscellaneous.

(a) Termination.

Notwithstanding anything to the contrary contained herein, this Agreement shall automatically terminate, and none of SPAC, the Company

or any Holder shall have any rights or obligations hereunder, upon the earliest to occur of (i) as to each Holder, upon the mutual written

consent of such Holder, SPAC and the Company, (ii) the Effective Time (following the performance of the obligations of the parties hereunder

required to be performed at or prior to the Effective Time), and (iii) the date of termination of the Merger Agreement in accordance

with its terms. The termination of this Agreement shall not prevent any party hereunder from seeking any remedies (at law or in equity)

against another party hereto or relieve such party from liability for such party’s willful breach of any terms of this Agreement.

Notwithstanding anything to the contrary herein, the provisions of this Section 5 shall survive the termination of this Agreement.

(b) Binding

Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties

hereto and their respective permitted successors and assigns. This Agreement and all obligations of Holder are personal to Holder and

may not be assigned, transferred or delegated by operation of Law or otherwise without the prior written consent of SPAC and the Company,

and any purported assignment, transfer or delegation without such consent shall be null and void; provided that no such assignment

shall relieve the assigning party of its obligations hereunder. Each of the Company and SPAC may freely assign any or all of its rights

under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation, equity sale, asset sale or otherwise)

without obtaining the consent or approval of Holder.

Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions

contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person that is not a party

hereto or thereto or a successor or permitted assign of such a party.

(d) Governing

Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by,

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 the Court of Chancery of the State

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

of Delaware or other Delaware state court (or, in each case, any appellate courts thereof) (the “Specified Courts”).

Each party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Courts for the purpose of any Action arising

out of or relating to this Agreement brought by any party hereto and (b) irrevocably waives, and agrees not to assert by way of

motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the Specified Courts,

that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue

of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified

Courts. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit

on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and

any other process in any other Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property,

by personal delivery of copies of such process to such party at the applicable address set forth in Section 6(g) (and in the case

of Holder, the address set forth on such Holder’s signature page). Nothing in this Section 6(d) shall affect the right of

any party to serve legal process in any other manner permitted by Law.

(e) WAIVER

OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO

A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS

CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,

THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND

THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS

IN THIS SECTION 6(e).

(f) Interpretation.

The titles and subtitles contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties

and shall not in any way affect the meaning or interpretation of this Agreement. In this Agreement, unless the context otherwise requires:

(i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of

nouns, pronouns and verbs, including any defined terms, include the plural and vice versa; (ii) “including” (and with correlative

meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and

shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,”

and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement

as a whole and not to any particular section or other subdivision of this Agreement; (iv) the word “if” and other words of

similar import when used herein shall be deemed in each case to be followed by the phrase “and only if”; and (v) the term

“or” means “and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement.

Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted

jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship

of any provision of this Agreement.

(g) Notices.

All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when

delivered (a) in person, (b) by email with affirmative confirmation of receipt, (c) one (1) Business Day after being sent, if sent by

reputable, nationally recognized overnight courier service or (d) three (3) Business Days after being mailed, if sent by registered or

certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following addresses (or at such other

address for a party as shall be specified by like notice):

to SPAC, to:

Newbury

Street II Acquisition Corp

121

High Street, Floor 3

Boston,

Massachusetts 02110

Attn:

Thomas Bushey

Telephone

No.: (617) 334-2805

Email:

[***]

with

a copy (which will not constitute notice) to:

Ellenoff

Grossman & Schole LLP

1345

Avenue of the Americas, 11th Floor

New

York, New York 10105

Attn: Matthew A. Gray, Esq.

Barry

I. Grossman, Esq.

Telephone

No.: (212) 370-1300

Email:  [***]

[***]

to the Company, to:

Fort

Robotics, Inc.

1608

Walnut St.

12th

Floor

Philadelphia,

PA 19103

Attn:

Samuel Reeves

Telephone:

267-515-5880

Email:

[***]

with

a copy (which will not constitute notice) to:

Fenwick

& West LLP

902

Broadway

18th

Floor

New

York, NY 10010

Attn:

Aman D. Singh

Telephone

No.: 212-430-2600

Email:

[***]

to a Holder, to: the address set forth under such Holder’s name on the signature page hereto, with a copy (which will not

constitute notice) to, if not the party sending the notice, each of the Company and SPAC (and each of their copies for notices hereunder).

(h) Amendments

and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally

or in a particular instance, and either retroactively or prospectively) only with the written consent of SPAC, the Company and each Holder.

No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any

term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing

waiver of any such term, condition, or provision.

(i) Severability.

In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified

or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity,

legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity,

legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or

other provision is invalid, illegal or incapable of being enforced, the parties will substitute for any invalid, illegal or unenforceable

provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose

of such invalid, illegal or unenforceable provision.

(j) Specific

Performance. Each Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event

of a breach of this Agreement by such Holder, money damages will be inadequate and the Company and SPAC will not have an adequate remedy

at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by

such Holder in accordance with their specific terms or were otherwise breached. Accordingly, the Company and SPAC shall be entitled to

seek an injunction or restraining order to prevent breaches of this Agreement by any such Holder and to enforce specifically the terms

and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate,

this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.

(k) Expenses.

Each party shall be responsible for its own fees and expenses (including the fees and expenses of investment bankers, accountants and

counsel) in connection with the entering into of this Agreement, the performance of its obligations hereunder and the consummation of

the transactions contemplated hereby; provided, that in the event of any Action arising out of or relating to this Agreement, the non-prevailing

party in any such Action will pay its own expenses and the reasonable documented out-of-pocket expenses, including reasonable attorneys’

fees and costs, reasonably incurred by the prevailing party.

(l) No

Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship among each Holder, the Company

and SPAC, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship among the

parties hereto or among any other Company Stockholders entering into voting agreements with the Company or SPAC. No Holder is affiliated

with any other holder of Subject Stock entering into a voting or support agreement with the Company or SPAC in connection with the Merger

Agreement and Holder has acted independently regarding its decision to enter into this Agreement. Nothing contained in this Agreement

shall be deemed to vest in the Company or SPAC any direct or indirect ownership or incidence of ownership of or with respect to any Subject

Stock. Notwithstanding any other provision of this Agreement, in no event will any Holder be liable for any other Holder’s breach

of such other Holder’s representations, warranties, covenants, or agreements contained in this Agreement.

(m) 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 to consummate the transactions contemplated

by this Agreement.

(n) Capacity

as Stockholder. Each Holder signs this Agreement solely in its capacity as a stockholder of the Company, and not, if applicable,

in its capacity as a director or officer of the Company. Nothing herein shall in any way restrict a director or officer of the Company

in the taking of any actions (or failure to act) in his or her capacity as a director or officer of the Company, or in the exercise of

his or her fiduciary duties as a director or officer of the Company, or prevent or be construed to create any obligation on the part

of any director or officer of the Company from taking any action in his or her capacity as such director or officer, and no action taken

in any such capacity as an officer or director of the Company shall be deemed to constitute a breach of this Agreement.

(o) Entire

Agreement. This Agreement (together with the Merger Agreement to the extent referred to herein) constitutes the full and entire understanding

and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject

matter hereof existing between the parties is expressly canceled; provided, that, for the avoidance of doubt, the foregoing

shall not affect the rights and obligations of the parties under the Merger Agreement or any Ancillary Document. Notwithstanding the

foregoing, nothing in this Agreement shall limit any of the rights or remedies of SPAC or any of the obligations of any Holder under

any other agreement between such Holder and SPAC or any certificate or instrument executed by such Holder in favor of SPAC, and nothing

in any other agreement, certificate or instrument shall limit any of the rights or remedies of SPAC or any of the obligations of such

Holder under this Agreement.

(p) Counterparts.

This Agreement may be executed and delivered (including by facsimile, portable document format 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.

[Remainder

of Page Intentionally Left Blank; Signature Page Follows]

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

SPAC:

NEWBURY STREET II ACQUISITION CORP

By:

/s/ Thomas Bushey

Name:

Thomas Bushey

Title:

Chief Executive Officer

The Company:

FORT ROBOTICS, INC.

By:

/s/

Samuel Reeves

Name:

Samuel Reeves

Title:

Chief Executive Officer

[Signature

Pages Continue]

Holder:

By:

Name:

Address for Notice:

Address:

Telephone No.:

Email:

Schedule

A-1

Name

of Holder

Address

Company

Common Stock

Schedule

A-2

Name

of Holder

Address

Company

FF Preferred Stock

Series

Seed Junior Prime Preferred Stock

Series

Seed 2 Junior Prime Preferred Stock

Series

B Junior Prime Preferred Stock

Series

B Senior Prime Preferred Stock

Series

B-1 Preferred Stock

Series

B-2 Preferred Stock

EX-10.2 — FORM OF LOCK-UP AGREEMENT, DATED AS OF AUGUST 17, 2026, BY AND BETWEEN NEWBURY STREET II ACQUISITION CORP AND CERTAIN HOLDERS OF FORT ROBOTICS, INC. CAPITAL STOCK

EX-10.2

Filename: ea030129401ex10-2.htm · Sequence: 5

Exhibit 10.2

EXECUTION

VERSION

CERTAIN INFORMATION

HAS BEEN REDACTED FROM THIS EXHIBIT (A) BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

OR (B) IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K DUE TO PERSONAL PRIVACY CONCERNS. INFORMATION THAT HAS BEEN SO REDACTED FROM

THIS EXHIBIT HAS BEEN MARKED WITH “[***]” TO INDICATE THE OMISSION.

FORM

OF LOCK-UP AGREEMENT

THIS

LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of August 17, 2026 by and between (i)

Newbury Street II Acquisition Corp, a Cayman Islands exempted company (together with its successors, including after giving effect

to the Domestication (as defined below), “SPAC”) and (ii) the undersigned (“Holder”).

Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined

below).

WHEREAS,

on or about the date hereof, (i) SPAC, (ii) Fort Robotics, Inc., a Delaware corporation (the “Company”), and

(iii) Hugo Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of SPAC (“Merger Sub”), entered

into that certain Agreement and Plan of Merger (as may be amended, modified, supplemented and/or restated from time to time in accordance

with the terms thereof, the “Merger Agreement”);

WHEREAS,

pursuant to the Merger Agreement, upon consummation of the transactions contemplated by the Merger Agreement (the “Transactions”),

among other matters, (a) SPAC will continue out of the Cayman Islands and become domesticated as a corporation in the state of Delaware

(the “Domestication”), (b) Merger Sub will merge with and into the Company (the “Merger”),

with the Company surviving such merger as a wholly-owned subsidiary of SPAC (the “Surviving Corporation”),

and (c) as a result of which, all of the issued and outstanding capital stock of the Company as of 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 to receive

its pro rata share of the Merger Consideration as set forth in the Merger Agreement, all upon the terms and subject to the conditions

set forth in the Merger Agreement and in accordance with applicable Law;

WHEREAS,

as of the date hereof, Holder is a holder of Company Securities in such amounts and classes or series as set forth underneath Holder’s

name on the signature page hereto; and

WHEREAS,

pursuant to the Merger Agreement, and in view of the valuable consideration to be received by Holder thereunder, the parties desire to

enter into this Agreement, pursuant to which the Merger Consideration Shares received by Holder in the Transactions (all such securities,

together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged

or converted, the “Restricted Securities”), shall become subject to the restrictions set forth herein.

NOW,

THEREFORE, in consideration of the foregoing premises, and intending to be legally bound hereby, the parties hereby agree as follows:

1. Lock-Up

Provisions.

(a) Subject

to Sections 1(b) and 1(f) of this Agreement, Holder hereby agrees not to, during the period (the “Lock-Up Period”)

commencing from the Closing and ending on the earlier of (x) the one-year anniversary after the date of the Closing, (y) the date

upon which the last reported sale price of SPAC Common Stock equals or exceeds $12.00 per share (as equitably adjusted for share subdivisions,

share consolidations, share capitalizations, stock splits, stock dividends, reorganizations and recapitalizations and the like) for any

twenty (20) Trading Days within any consecutive thirty (30) Trading Day period, commencing at least one-hundred and fifty (150) days

after the Closing, and (z) the date after the Closing upon which SPAC completes a liquidation, merger, stock exchange, reorganization

or other similar transaction with an unaffiliated third party that results in all of SPAC’s stockholders having the right to exchange

their equity holdings in SPAC for cash, securities or other property: (A) sell, offer to sell, contract or agree to sell, hypothecate,

pledge, grant any option to purchase or otherwise dispose of or enter into any agreement to dispose of, directly or indirectly, or establish

or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange

Act and the rules and regulations of the SEC promulgated thereunder with respect to, any Restricted Securities, (B) enter into any swap

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

Securities, or (C) publicly announce any intention to effect any transaction specified in clause (A) or (B) (any of the foregoing described

in clauses (A) and (B), a “Prohibited Transfer”).

(b) The

restrictions set forth in Sections 1(a) and 1(e) (the “Lock-Up Restrictions”) shall not apply to the

transfer or other disposition of any or all of the Restricted Securities owned by Holder (I) by gift or charitable contribution; (II) by

will or other testamentary document or intestate succession upon the death of Holder; (III) to any Permitted Transferee (as defined below);

(IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with

the dissolution of marriage or civil union or other Order by a Governmental Authority; (V-1) as a pledge or other grant of a security

interest in Restricted Securities to one or more bona fide financial institutions as collateral or security for any bona fide loans,

advances, extensions of credit or other debt transaction entered into by Holder, provided, that any such financial institution to whom

the Restricted Securities are pledged, or to whom a security interest is granted, acknowledges and agrees in writing that the Restricted

Securities are subject to this Agreement and that any such financial institution shall not be entitled to enforce its rights and remedies

with respect to the Restricted Securities, including, without limitation, the right to vote, sell or take ownership of such Restricted

Securities, until after the Lock-Up Period and any foreclosure, sale or other transfer by any such financial institution of any Restricted

Securities during the Lock-Up Period shall constitute a Prohibited Transfer; (V-2) in the case of an investment fund credit facility,

as a pledge or other grant of a security interest in Restricted Securities to one or more bona fide financial institutions as collateral

or security (but constituting not more than 1/3 of the total value of such pool of collateral or security) for any bona fide loans, advances,

extensions of credit or other debt transaction (or enforcement thereunder) entered into by Holder or any of its affiliates, or any refinancings

thereof, and any transfers of such Restricted Securities upon foreclosure thereof, so long as the applicable transferee agrees in writing

to be bound by the restrictions set forth herein; (VI) to SPAC pursuant to any contractual arrangement in effect on the date of

this Agreement that provides for the repurchase of shares of SPAC Common Stock in connection with the termination of the Holder’s

employment with or service to SPAC; (VII) to satisfy tax withholding obligations in connection with the exercise of options to purchase

shares of SPAC Common Stock or the vesting or settlement of stock-based awards of SPAC; or (VIII) in payment on a “net exercise”

or “cashless” basis of the exercise or purchase price with respect to the exercise of options to purchase shares of SPAC

Common Stock; provided, however, that in any of cases (I), (II), (III), (IV), (V-1) or (V-2), it shall be a condition to such transfer

that the transferee executes and delivers to SPAC an agreement stating that the transferee is receiving and holding the Restricted Securities

subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities

except in accordance with this Agreement; provided further, that a Holder may establish a trading plan pursuant to Rule 10b5-1 promulgated

under the Exchange Act so long as such plan does not provide for the transfer of Restricted Securities during the Lock-Up Period. Notwithstanding

the foregoing, SPAC and the Company may mutually agree that certain of the Restricted Securities may be released from Lock-Up Restrictions

to the extent reasonably necessary, and as mutually agreed upon by SPAC and the Company, in order for SPAC to meet the exchange listing

standards in connection with the listing of SPAC Common Stock on Nasdaq or NYSE upon the Closing (an “Exchange Release”).

As used in this Agreement, the term “Permitted Transferee” shall mean: (i) the members of Holder’s

immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of

the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner,

and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and

siblings), (ii) any trust, or other entity formed for estate planning purposes, for the direct or indirect benefit of Holder or

the immediate family of Holder, (iii) if Holder is a trust, the trustor or beneficiary of such trust or to the estate of a beneficiary

of such trust, (iv) if Holder is an entity, to limited partners, shareholders, members of, or owners of similar equity interests in Holder,

including, for the avoidance of doubt, where Holder is a partnership, to its general partner or a successor partnership or fund, or any

other funds managed by such partnership, (v) any affiliate of Holder, (vi) a nominee or custodian of a person or entity to whom

a disposition or transfer would be permissible under this Section 1(b) and (vii) a charitable organization. Holder further agrees to

execute such agreements as may be reasonably requested by SPAC that are consistent with the foregoing or that are necessary to give further

effect thereto.

any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be

null and void ab initio, and SPAC shall, and any duly appointed transfer agent for the registration or transfer of the securities described

herein is hereby authorized to, refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders

for any purpose. In order to enforce this Section 1, SPAC may impose stop-transfer instructions with respect to the Restricted

Securities of Holder (and Permitted Transferees and assigns thereof) until the end of the Lock-Up Period.

(d) During

the Lock-Up Period, each certificate (or book entry statement) evidencing any Restricted Securities shall be stamped or otherwise imprinted

with a legend in substantially the following form, in addition to any other applicable legends:

“THE

SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF AUGUST

19, 2026, BY AND BETWEEN THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN,

AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

(e) For

the avoidance of any doubt, Holder shall retain all of its rights as a stockholder of SPAC during the Lock-Up Period, including the right

to vote any Restricted Securities.

(f) For

the avoidance of any doubt, the Lock-Up Restrictions shall not apply to any shares of SPAC Common Stock acquired (x) in the public

market, (y) pursuant to the Initial PIPE Subscription Agreements or other subscription agreements pursuant to which the Holder agrees

to subscribe for and purchase shares of SPAC Common Stock and such purchases occur immediately prior to, or substantially concurrently

with the Closing or (z) pursuant to any Company SAFEs outstanding immediately prior to the Closing.

2. Miscellaneous.

(a) Termination

of Merger Agreement. This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but

this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event

that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations

of the parties hereunder shall automatically terminate and be of no further force or effect.

(b) Binding

Effect; Assignment. Each of the parties hereto represents and warrants that such party has full power and authority to enter into

this Agreement and further agrees that this Agreement and all of the provisions hereof shall be binding upon and inure to the benefit

of the parties hereto and their respective permitted successors and assigns. This Agreement and all obligations of Holder are personal

to Holder and may not be transferred or delegated by Holder at any time without the prior written consent of SPAC. SPAC may freely assign

any or all of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation, equity

sale, asset sale or otherwise) without obtaining the consent or approval of Holder.

Parties. Except as provided in Sections 2(b) and 2(h) and this Section 2(c), nothing contained in this Agreement

or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights

in, or be deemed to have been executed for the benefit of, any person or entity that is not a party hereto or thereto or a successor

or permitted assign of such a party. Notwithstanding the foregoing, each of the parties hereto hereby acknowledges and agrees that Sponsor

is a third-party beneficiary of this Agreement for purposes of Sections 2(b) and 2(h).

(d) Governing

Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to 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 the Court of Chancery of the State

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

of Delaware or other Delaware state court (or, in each case, any appellate courts thereof) (the “Specified Courts”).

Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising

out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of

motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the Specified Courts,

that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue

of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by 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 2(g). Nothing

in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by Law.

(e) WAIVER

OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO

A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS

CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,

THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE

OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN

THIS SECTION 2(e).

(f) Interpretation.

The titles and subtitles contained in this Agreement are for convenience only and are not to be considered in construing or interpreting

this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding

masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii)

“including” (and with correlative meaning “include”) means including without limiting the generality of any description

preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii)

the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall

be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement;

and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting

of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed

as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue

of the authorship of any provision of this Agreement.

(g) Notices.

All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when

delivered (a) in person, (b) by email with affirmative confirmation of receipt, (c) one (1) Business Day after being sent, if sent by

reputable, nationally recognized overnight courier service or (d) three (3) Business Days after being mailed, if sent by registered or

certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following addresses (or at such other

address for a party as shall be specified by like notice):

to SPAC at or prior to the Closing, to:

Newbury

Street II Acquisition Corp

121 High Street, Floor 3

Boston,

Massachusetts 02110

Attn: Thomas Bushey

Telephone No.: (617) 334-2805

Email:

[***]

With

a copy (which will not constitute notice) to:

Ellenoff

Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Attn:        Barry I. Grossman, Esq.;

Matthew A. Gray, Esq.

Facsimile No.: (212) 370-7889

Telephone No.: (212) 370-1300

Email:      [***];

[***]

to SPAC after the Closing, to:

1608

Walnut St.

12th

Floor

Philadelphia,

PA 19103

Attn: Samuel Reeves

Telephone

No.: 267-515-5880

Email:

[***]

with

copies (which will not constitute notice) to:

Fenwick

& West LLP

902

Broadway

18th

Floor

New

York, NY 10010

Attn:

Aman D. Singh

Telephone

No.: 212-430-2600

Email: [***]

to Holder, to: the address set forth below Holder’s name on the signature page to this Agreement.

(h) Amendments

and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either

generally or in a particular instance, and either retroactively or prospectively) only with the written consent of SPAC, Holder and,

from and after the Closing, Sponsor. No failure or delay by a party in exercising any right hereunder shall operate as a waiver

thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be

deemed to be or construed as a further or continuing waiver of any such term, condition, or provision. In the event that (i) the

Company, SPAC or Sponsor enters into any Lock-Up Agreement with a Significant Company Holder, or amends any existing Significant

Company Holder’s Lock-Up Agreement, or waives any Lock-Up Restrictions therein (including to effect an Exchange Release), to include terms materially more favorable to

any other Significant Company Holder, or (ii) the Company or SPAC amends the lock-up provisions of that certain letter agreement,

dated as of October 31, 2024 (as amended on or about the date hereof by that certain Amendment to Letter Agreement, the

“Insider Letter”), by and among the SPAC, Sponsor and certain officers and directors of SPAC (collectively, the

“Insiders”), or waives any restrictions therein, to include terms materially more favorable to any of the

Insiders, then the Company, SPAC or Sponsor, as applicable, shall amend this Agreement, or waive the applicable Lock-Up

Restrictions, to incorporate such more materially favorable terms; provided, that, for the avoidance of doubt, the foregoing clause

(ii) shall not apply to any amendment to, or waiver of, the transfer restrictions applicable to Founder Shares that are actually

used to secure commitments from investors for Initial PIPE Financing or any other Transaction Financing.

(i) Severability.

In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified

or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity,

legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity,

legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or

other provision is invalid, illegal or incapable of being enforced, the parties will substitute for any invalid, illegal or unenforceable

provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose

of such invalid, illegal or unenforceable provision.

(j) Specific

Performance. Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of

a breach of this Agreement by Holder, money damages will be inadequate and SPAC will have no adequate remedy at law, and agrees that

irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by Holder in accordance with

their specific terms or were otherwise breached. Accordingly, SPAC shall be entitled to an injunction or restraining order to prevent

breaches of this Agreement by Holder and to enforce specifically the terms and provisions hereof, without the requirement to post any

bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which

such party may be entitled under this Agreement, at law or in equity.

(k) Entire

Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with respect to the subject

matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly

canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties

under the Merger Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the

rights or remedies of SPAC or any of the rights, remedies or obligations of Holder under any other agreement between Holder and SPAC

or any certificate or instrument executed by Holder in favor of SPAC, and nothing in any other agreement, certificate or instrument shall

limit any of the rights, remedies or obligations of SPAC or any of the rights, remedies or obligations of Holder under this Agreement.

(l) Further

Assurances. From time to time, at another party’s request and without further consideration (but at the requesting party’s

reasonable cost and expense), each party shall execute and deliver such additional documents and take all such further action as may

be reasonably necessary to consummate the transactions contemplated by this Agreement.

(m) Counterparts.

This Agreement may be executed and delivered (including by facsimile, portable document format or other electronic transmission) in two

or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be

an original, but all of which taken together shall constitute one and the same agreement.

{Remainder

of Page Intentionally Left Blank; Signature Pages Follow}

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

SPAC:

NEWBURY STREET II ACQUISITION CORP

By:

/s/ Thomas Bushey

Name:

Thomas Bushey

Title:

Chief Executive Officer

{Additional

Signature on the Following Page}

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

Holder:

Name of Holder: [____________________]

By:

Name:

Title:

Number and Type of Shares of Company Securities:

Company Common Stock:

Company FF Preferred Stock:

Company Series Seed Junior Prime Preferred Stock:

Company Series Seed 2 Junior Prime Preferred Stock:

Company Series B Junior Prime Preferred Stock:

Company Series B Senior Prime Preferred Stock:

Company Series B-1 Preferred Stock:

Company Series B-2 Preferred Stock:

Address for Notice:

Address:

Telephone No.:

Email:

EX-10.3

Filename: ea030129401ex10-3.htm · Sequence: 6

Exhibit 10.3

EXECUTION VERSION

CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT (A) BECAUSE IT IS BOTH NOT MATERIAL

AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL OR (B) IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K DUE

TO PERSONAL PRIVACY CONCERNS. INFORMATION THAT HAS BEEN SO REDACTED FROM THIS EXHIBIT HAS BEEN MARKED WITH “[***]” TO INDICATE

THE OMISSION.

FORM OF NON-COMPETITION AND NON-SOLICITATION

AGREEMENT

THIS NON-COMPETITION AND NON-SOLICITATION

AGREEMENT (this “Agreement”) is being executed and delivered as of August 17, 2026, by __________ (the “Subject

Party”) in favor of and for the benefit of Newbury Street II Acquisition Corp, a Cayman Islands exempted company

(together with its successors, including after giving effect to the Domestication (as defined below), the “SPAC”),

Fort Robotics, Inc., a Delaware corporation (together with its successors, the “Company”), and each of

SPAC’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect Subsidiaries (collectively

with SPAC and the Company, the “Covered Party” or “Covered Parties”.. Any capitalized

term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).

WHEREAS, on or about the date

hereof, (i) SPAC, (ii) Hugo Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of SPAC (“Merger Sub”),

and (iii) the Company, have entered into that certain Agreement and Plan of Merger (as may be amended, modified, supplemented and/or restated

from time to time in accordance with the terms thereof, the “Merger Agreement”);

WHEREAS, pursuant to the Merger

Agreement and subject to the terms and conditions thereof, upon consummation of the transactions (the “Transactions”)

contemplated by the Merger Agreement (the “Closing”), among other matters, (a) SPAC will continue out of the

Cayman Islands and become domesticated as a corporation in the state of Delaware (the “Domestication”), and

(b) Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving such merger as

a wholly-owned subsidiary of SPAC, and as a result of which all of the issued and outstanding capital stock of the Company as of immediately

prior to the effective time of the Merger shall no longer be outstanding and shall automatically be cancelled in exchange for which the

security holders of the Company shall have the right to receive shares of common stock of SPAC, in accordance with the applicable provisions

of the DGCL, and all upon the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, the Company (and

after the consummation of the Transactions, SPAC), directly and indirectly through its Subsidiaries, engages in the business of the development

and provision of safety-certified control and secure communication systems for autonomous and semi-autonomous machines operating in physical

environments (collectively, the “Business”);

WHEREAS, in connection with,

and as a condition to the execution and delivery of the Merger Agreement and the consummation of the Transactions, and to

enable SPAC to secure more fully the benefits of the Transactions, including the protection and maintenance of the goodwill and confidential

information of the Company and its Subsidiaries, SPAC has required that the Subject Party enter into this Agreement;

WHEREAS, the Subject Party

is entering into this Agreement in order to induce SPAC to enter into the Merger Agreement and consummate the Transactions, pursuant to

which the Subject Party will directly or indirectly receive a material benefit; and

WHEREAS, the Subject Party,

as a former and/or current stockholder, director, officer or employee of the Company or its Affiliates, has contributed to the value of

the Company and its Subsidiaries and has obtained extensive and valuable knowledge and confidential information concerning the business

of the Company and its Subsidiaries.

NOW, THEREFORE, in order to

induce SPAC to enter into the Merger Agreement and consummate the Transactions, and for other good and valuable consideration, the receipt

and sufficiency of which is hereby acknowledged, the Subject Party hereby agrees as follows:

1. Restriction

on Competition.

(a) Restriction.

The Subject Party hereby agrees that during the period from the Closing until the two (2) year anniversary of the Closing Date (the “Restricted

Period”), the Subject Party will not, and will cause his, her or its Affiliates not to, without the prior written consent

of SPAC (which may be withheld in its sole discretion), anywhere in the United States of America or in any other market in which the Covered

Parties operate the Business during the Restricted Period, or are actively preparing to become engaged, in the Business as of the Closing

Date or during the Restricted Period (the “Territory”), directly or indirectly engage in the Business (other

than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of,

or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, contractor advisor or representative

of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding

the foregoing, the Subject Party and his, her or its Affiliates may own passive investments of no more than two percent (2%) of any class

of outstanding equity interests in a Competitor that is publicly traded, so long as the Subject Party and his, her or its Affiliates and

immediate family members are not involved in the management or control of such Competitor (“Permitted Ownership”).

(b) Acknowledgment.

The Subject Party acknowledges and agrees, based upon the advice of legal counsel and/or the Subject Party’s own education, experience

and training, that: (i) the Subject Party possesses knowledge of confidential information of the Company and its Subsidiaries and the

Business, (ii) the Subject Party’s execution of this Agreement is a material inducement to SPAC and the Company to consummate the

Transactions and to realize the goodwill of the Company and its Subsidiaries, for which the Subject Party and/or his, her or its Affiliates

will receive a substantial direct or indirect financial benefit, which the Subject Party agrees constitutes adequate consideration for

entering into this Agreement, and that SPAC and the Company would not have entered into the Merger Agreement or consummated the Transactions

but for the Subject Party’s agreements set forth in this Agreement; (iii) it would impair the goodwill of the Company and its Subsidiaries

and reduce the value of the assets of the Company and its Subsidiaries and cause serious and irreparable injury if the Subject Party were

to use his, her or its ability and knowledge by engaging in the Business in competition with a Covered Party, and/or to otherwise breach

the obligations contained herein, and that the Covered Parties would not have an adequate remedy at law because of the unique nature of

the Business, (iv) the Subject Party and its Affiliates have no intention of engaging in the Business (other than through the Covered

Parties) during the Restricted Period other than through Permitted Ownership, (v) the relevant public policy aspects of restrictive covenants,

covenants not to compete and non-solicitation provisions have been discussed, and every effort has been made to limit the restrictions

placed upon the Subject Party to those that are reasonable and necessary to protect the Covered Parties’ legitimate interests, (vi)

the Covered Parties conduct and intend to conduct the Business in the Territory and compete with other businesses that are or could be

located in any part of the Territory, (vii) the foregoing restrictions on competition are fair and reasonable in type of prohibited activity,

geographic area covered, scope and duration, (viii) the consideration provided to the Subject Party under this Agreement and the Merger

Agreement is not illusory, and (ix) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other

business interests of the Covered Parties.

2. No

Solicitation; No Disparagement.

(a) No

Solicitation of Employees and Consultants. The Subject Party agrees that, during the Restricted Period, the Subject Party and his,

her or its Affiliates will not, without the prior written consent of SPAC (which may be withheld in its sole discretion), either on its

own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of the Subject Party’s

duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant

or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do

any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any

Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any

Covered Party; provided, however, the Subject Party and his, her or its Affiliates will not be deemed to have violated this

Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from the Subject Party or his,

her or its Affiliate (or other Person whom any of them is acting on behalf of) by responding to a general advertisement or solicitation

program conducted by or on behalf of the Subject Party or his, her or its Affiliate (or such other Person whom any of them is acting on

behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally. For purposes of this Agreement, “Covered

Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties,

as of such date of the relevant act prohibited by this Section 2(a) or during the one (1) year period preceding such date.

(b) Non-Solicitation

of Customers and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject Party and his, her or its Affiliates

will not, directly or indirectly, without the prior written consent of SPAC (which may be withheld in its sole discretion), individually

or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of the Subject Party’s duties on

behalf of the Covered Parties), directly or indirectly: (i) solicit, induce, encourage or otherwise knowingly cause (or attempt to do

any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered Party

with respect to the Business or (B) reduce the amount of business of such Covered Customer with any Covered Party, or otherwise alter

such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business; (ii)

interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered

Customer; (iii) divert any business with any Covered Customer relating to the Business from a Covered Party; (iv) solicit for business,

provide services to, engage in or do business with, any Covered Customer for products or services that are part of the Business; or (v)

interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent or other

service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with a Covered Party as

it relates to the Business. For purposes of this Agreement, a “Covered Customer” shall mean any Person who is

or was an actual customer or client (or prospective customer or client with whom a Covered Party actively marketed or made or taken specific

action to make a proposal) of a Covered Party, as of such date hereof or during the one (1) year period preceding such date.

The Subject Party agrees that from and after the Closing until the end of the Restricted Period, the Subject Party and its Affiliates

will not, directly or indirectly engage in any conduct that involves the making or publishing (including through electronic mail distribution

or online social media) of any written or oral statements or remarks (including the repetition or distribution of derogatory rumors, allegations,

negative reports or comments) that are disparaging, deleterious or damaging to the integrity, reputation or good will of one or more Covered

Parties or their respective management, officers, employees, independent contractors or consultants. Notwithstanding the foregoing, subject

to Section 3 below, the provisions of this Section 2(c) shall not restrict the Subject Party or its Affiliates from providing

truthful testimony or information in response to a subpoena or investigation by a Governmental Authority or in connection with any legal

action by the Subject Party or its Affiliate against any Covered Party under this Agreement, the Merger Agreement or any other Ancillary

Document that is asserted by the Subject Party or its Affiliate in good faith.

3. Confidentiality.

From and after the Closing Date, the Subject Party will, and will cause his, her or its Representatives to, keep confidential and

not (except, if applicable, in the performance of the Subject Party’s duties on behalf of the Covered Parties) directly or indirectly

use, disclose, reveal, publish, transfer or provide access to, any and all Covered Party Information without the prior written consent

of SPAC (which may be withheld in its sole discretion). As used in this Agreement, “Covered Party Information”

means all material and information relating to the business, affairs and assets of any Covered Party, including material and information

that concerns or relates to such Covered Party’s bidding and proposal, technical information, computer hardware or software, administrative,

management, operational, data processing, financial, marketing, customers, sales, human resources, employees, vendors, business development,

planning and/or other business activities, regardless of whether such material and information is maintained in physical, electronic,

or other form, that is: (a) gathered, compiled, generated, produced or maintained by such Covered Party through its Representatives, or

provided to such Covered Party by its suppliers, service providers or customers; and (b) intended and maintained by such Covered Party

or its Representatives, suppliers, service providers or customers to be kept in confidence. Covered Party Information also includes information

disclosed to any Covered Party by a third party to the extent that a Covered Party has an obligation of confidentiality in connection

therewith. The obligations set forth in this Section 3 will not apply to any Covered Party Information where the Subject Party

can prove that such material or information: (i) is known or available through other lawful sources not bound by a confidentiality agreement

or other confidentiality obligation with respect to such material or information; (ii) is or becomes publicly known through no violation

of this Agreement or other non-disclosure obligation of the Subject Party or any of its Representatives; (iii) is already in the possession

of the Subject Party at the time of disclosure through lawful sources not bound by a confidentiality agreement or other confidentiality

obligation as evidenced by the Subject Party’s documents and records; or (iv) is required to be disclosed pursuant to an order of

any administrative body or court of competent jurisdiction (provided that (A) the applicable Covered Party is given reasonable prior written

notice, (B) the Subject Party cooperates (and causes its Representatives to cooperate) with any reasonable request of any Covered Party

to seek to prevent or narrow such disclosure and (C) if after compliance with clauses (A) and (B) such disclosure is still required, the

Subject Party and its Representatives only disclose such portion of the Covered Party Information that is expressly required by such order,

as it may be subsequently narrowed).

4. Representations

and Warranties. The Subject Party hereby represents and warrants, to and for the benefit of the Covered Parties as of the date of

this Agreement and as of the Closing Date, that: (a) the Subject Party has full power and capacity to execute and deliver, and to perform

all of the Subject Party’s obligations under, this Agreement; and (b) neither the execution and delivery of this Agreement nor the

performance of the Subject Party’s obligations hereunder will result directly or indirectly in a violation or breach of any agreement

or obligation by which the Subject Party is a party or otherwise bound. By entering into this Agreement, the Subject Party certifies and

acknowledges that the Subject Party has carefully read all of the provisions of this Agreement, and that the Subject Party voluntarily

and knowingly enters into this Agreement.

5. Remedies.

The covenants and undertakings of the Subject Party contained in this Agreement relate to matters which are of a special, unique and

extraordinary character and a violation of any of the terms of this Agreement may cause irreparable injury to the Covered Parties, the

amount of which may be impossible to estimate or determine and which cannot be adequately compensated. The Subject Party agrees that,

in the event of any breach or threatened breach by the Subject Party of any covenant or obligation contained in this Agreement, each applicable

Covered Party will be entitled to seek(in addition to, and not in lieu of, any other remedy at law or in equity or pursuant to the Merger

Agreement or the other Ancillary Documents that may be available to the Covered Parties, including monetary damages), and a court of competent

jurisdiction may award: (a) an injunction, restraining order or other equitable relief restraining or preventing such breach or threatened

breach, without the necessity of proving actual damages or that monetary damages would be insufficient or posting bond or security, which

the Subject Party expressly waives; and (b) recovery of the Covered Party’s attorneys’ fees and costs incurred in enforcing

the Covered Party’s rights under this Agreement. The Subject Party hereby consents to the award of any of the above remedies to

the applicable Covered Party in connection with any such breach or threatened breach. The Subject Party hereby acknowledges and agrees

that in the event of any breach of this Agreement, any value attributed or allocated to this Agreement (or any other non-competition agreement

with the Subject Party) under or in connection with the Merger Agreement shall not be considered a measure of, or a limit on, the damages

of the Covered Parties.

6. Survival

of Obligations. The expiration of the Restricted Period will not relieve the Subject Party of any obligation or liability arising

from any breach by the Subject Party of this Agreement during the Restricted Period. The Subject Party further agrees that the time period

during which the covenants contained in Section 1 and Section 2 of this Agreement will be effective will be computed by

excluding from such computation any time during which the Subject Party is in violation of any provision of such Sections.

7. Miscellaneous.

(a) Notices.

All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when

delivered (a) in person, (b) by email with affirmative confirmation of receipt, (c) one (1) Business Day after being sent, if sent by

reputable, nationally recognized overnight courier service or (d) three (3) Business Days after being mailed, if sent by registered or

certified mail, pre-paid and return receipt requested, in each case to the applicable Party at the following addresses (or at such other

address for a Party as shall be specified by like notice):

If to SPAC at or prior to the Closing, to:

Newbury Street II Acquisition Corp

121 High Street, Floor 3

Boston, Massachusetts 02110

Attn: Thomas Bushey

Telephone No.: (617) 334-2805

Email: [***]

with a copy (that will not constitute notice) to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Attn:        Matthew A. Gray, Esq.

Barry I. Grossman, Esq.

Telephone No.: (212) 370-1300

Email:       [***];

[***]

If to the Company at or prior to the Closing, to:

Fort Robotics, Inc.

1608 Walnut St.

12th Floor

Philadelphia, PA 19103

Attn: Samuel Reeves

Telephone: (267) 515-5880

Email: [***]

with copies (which will not constitute notice) to:

Fenwick & West LLP

902 Broadway

18th Floor

New York, NY 10010

Attn: Aman D. Singh

Telephone No.: (212) 430-2600

Email: [***]

If to SPAC or the Company (or any other

Covered Party) after the Closing, to:

Fort Robotics, Inc.

1608 Walnut St.

12th Floor

Philadelphia, PA 19103

Attn: Samuel Reeves

Telephone:

(267) 515-5880

Email: [***]

with copies (that will not constitute notice) to:

Fenwick & West LLP

902 Broadway

18th Floor

New York, NY 10010

Attn: Aman D. Singh

Telephone No.: (212) 430-2600

Email: [***]

If to the Subject Party, to:

the address below the Subject Party’s name on the signature page to this Agreement.

(b) Integration

and Non-Exclusivity. This Agreement, the Merger Agreement and the other Ancillary Documents contain the entire agreement between the

Subject Party and the Covered Parties concerning the subject matter hereof. Notwithstanding the foregoing, the rights and remedies of

the Covered Parties under this Agreement are not exclusive of or limited by any other rights or remedies which they may have, whether

at law, in equity, by contract or otherwise, all of which will be cumulative (and not alternative). Without limiting the generality of

the foregoing, the rights and remedies of the Covered Parties, and the obligations and liabilities of the Subject Party and his, her or

its Affiliates, under this Agreement, are in addition to their respective rights, remedies, obligations and liabilities (i) under the

laws of unfair competition, misappropriation of trade secrets, or other requirements of statutory or common law, or any applicable rules

and regulations and (ii) otherwise conferred by contract, including the Merger Agreement and any other written agreement between the Subject

Party or his, her or its Affiliate and any of the Covered Parties. Nothing in the Merger Agreement will limit any of the obligations,

liabilities, rights or remedies of the Subject Party or the Covered Parties under this Agreement, nor will any breach of the Merger Agreement

or any other agreement between the Subject Party or his, her or its Affiliate and any of the Covered Parties limit or otherwise affect

any right or remedy of the Covered Parties under this Agreement. If any term or condition of any other agreement between the Subject Party

or his, her or its Affiliate and any of the Covered Parties conflicts or is inconsistent with the terms and conditions of this Agreement,

the more restrictive terms will control as to the Subject Party or his, her or its Affiliate, as applicable.

Reformation. Each provision of this Agreement is separable from every other provision of this Agreement. If any provision of this

Agreement is found or held to be invalid, illegal or unenforceable, in whole or in part, by a court of competent jurisdiction, then (i)

such provision will be deemed amended to conform to applicable laws so as to be valid, legal and enforceable to the fullest possible extent,

(ii) the invalidity, illegality or unenforceability of such provision will not affect the validity, legality or enforceability of such

provision under any other circumstances or in any other jurisdiction, and (iii) the invalidity, illegality or unenforceability of such

provision will not affect the validity, legality or enforceability of the remainder of such provision or the validity, legality or enforceability

of any other provision of this Agreement. The Subject Party and the Covered 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. Without limiting the foregoing, if any court of competent jurisdiction determines that

any part hereof is unenforceable because of the duration, geographic area covered, scope of such provision, or otherwise, such court will

have the power to reduce the duration, geographic area covered or scope of such provision, as the case may be, and, in its reduced form,

such provision will then be enforceable.

(d) Amendment;

Waiver. This Agreement may not be amended or modified in any respect, except by a written agreement executed by the Subject Party,

SPAC (or their respective permitted successors or assigns) and, from and after the Closing, Newbury Street II Acquisition Sponsor LLC,

a Delaware limited liability company (“Sponsor”). No waiver will be effective unless it is expressly set forth

in a written instrument executed by the waiving party (and if such waiving party is a Covered Party, Sponsor) and any such waiver will

have no effect except in the specific instance in which it is given. Any delay or omission by a party in exercising its rights under this

Agreement, or failure to insist upon strict compliance with any term, covenant, or condition of this Agreement will not be deemed a waiver

of such term, covenant, condition or right, nor will any waiver or relinquishment of any right or power under this Agreement at any time

or times be deemed a waiver or relinquishment of such right or power at any other time or times.

(e) Governing

Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to 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 the Court of Chancery of the State

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

of Delaware or other Delaware state court (or, in each case, any appellate courts thereof) (the “Specified Courts”).

Each party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Courts for the purpose of any Action arising out of

or relating to this Agreement brought by any party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense

or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the Specified Courts, that its property

is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is

improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Courts. Each party

agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in

any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in

any other Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery

of copies of such process to such party at the applicable address set forth in Section 7(a). Nothing in this Section 7(e)

shall affect the right of any party to serve legal process in any other manner permitted by Law.

(f) WAIVER

OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO

A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS

CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,

THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE

OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS

SECTION 7(F). ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 7(F) WITH ANY COURT AS WRITTEN

EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

(g) Successors

and Assigns; Intended Third Party Beneficiaries. This Agreement will be binding upon the Subject Party and the Subject Party’s

estate, successors and assigns, and will inure to the benefit of the Covered Parties, and their respective successors and assigns. Each

Covered Party may freely assign any or all of its rights under this Agreement, at any time, in whole or in part, to any Person which acquires,

in one or more transactions, at least a majority of the equity securities (whether by equity sale, merger or otherwise) of such Covered

Party or all or substantially all of the assets of such Covered Party and its Subsidiaries, taken as a whole, without obtaining the consent

or approval of the Subject Party. The Subject Party agrees that the obligations of the Subject Party under this Agreement are personal

and will not be assigned by the Subject Party. Each of the Covered Parties and Sponsor is an intended third party beneficiary of this

Agreement and will be considered parties under and for purposes of this Agreement.

(h) Sponsor

Authorized to Act on Behalf of Covered Parties. The parties acknowledge and agree that Sponsor is authorized and shall have the sole

right to act on behalf of SPAC and the other Covered Parties under this Agreement, including the right to enforce the SPAC’s rights

and remedies under this Agreement. Without limiting the foregoing, in the event that the Subject Party serves as a director, officer,

employee or other authorized agent of a Covered Party, the Subject Party shall have no authority, express or implied, to act or make any

determination on behalf of a Covered Party in connection with this Agreement or any dispute or Action with respect hereto.

(i) Construction.

The Subject Party acknowledges that the Subject Party has been represented by Counsel, or had the opportunity to be represented by, counsel

of the Subject Party’s choice. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party

will not be applied in the construction or interpretation of this Agreement. Neither the drafting history nor the negotiating history

of this Agreement will be used or referred to in connection with the construction or interpretation of this Agreement. The headings and

subheadings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation

of this Agreement. In this Agreement: (i) the words “include,” “includes” and “including” when used

herein shall be deemed in each case to be followed by the words “without limitation”; (ii) the definitions contained herein

are applicable to the singular as well as the plural forms of such terms; (iii) whenever required by the context, any pronoun shall include

the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and

vice versa; (iv) 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;

(v) 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”; (vi) the term “or” means “and/or”; and (vii) any agreement or instrument defined or

referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time

amended, modified or supplemented, including by waiver or consent and references to all attachments thereto and instruments incorporated

therein.

(j) Counterparts.

This Agreement may be executed and delivered (including by facsimile, portable document format 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.

(k) Effectiveness.

This Agreement shall be binding upon the Subject Party upon the Subject Party’s execution and delivery of this Agreement, but this

Agreement shall only become effective upon the Closing. In the event that the Merger Agreement is validly terminated in accordance with

its terms prior to the Closing, this Agreement shall automatically terminate and become null and void, and the parties shall have

no obligations hereunder, otherwise, this Agreement shall terminate at the end of the Restricted Period.

[Remainder of Page Intentionally Left Blank;

Signature Page Follows]

IN WITNESS WHEREOF, the undersigned

has duly executed and delivered this Non-Competition and Non-Solicitation Agreement as of the date first written above.

Subject Party:

[ ]

By:

Name:

Title:

Address for Notice:

Address:

Telephone No.:

Email:

Acknowledged and accepted as of the date first written above:

SPAC:

Newbury Street II Acquisition Corp

By:

/s/ Thomas Bushey

Name:

Thomas Bushey

Title:

Chief Executive Officer

The Company:

Fort Robotics, Inc.,

By:

/s/ Samuel Reeves

Name:

Samuel Reeves

Title:

Chief Executive Officer

EX-10.4 — FORM OF REGISTRATION RIGHTS AGREEMENT

EX-10.4

Filename: ea030129401ex10-4.htm · Sequence: 7

Exhibit 10.4

CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT (A) BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS

AS PRIVATE OR CONFIDENTIAL OR (B) IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K DUE TO PERSONAL PRIVACY CONCERNS. INFORMATION THAT

HAS BEEN SO REDACTED FROM THIS EXHIBIT HAS BEEN MARKED WITH “[***]” TO INDICATE THE OMISSION.

FORM OF

REGISTRATION RIGHTS AGREEMENT

THIS FORM OF REGISTRATION RIGHTS AGREEMENT (this “Agreement”)

is made and entered into as of _____, 2026, by and among (i) Newbury Street II Acquisition Corp, a Cayman Islands exempted company

(together with its successors, including after the Domestication (as defined below), the “SPAC”), and (ii) the

undersigned parties listed as “Investors” on the signature page hereto (each, an “Investor”

and collectively, the “Investors”).

WHEREAS, on or about the date

hereof, SPAC, Newbury Street II Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”),

Hugo Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of SPAC (“Merger Sub”), and Fort

Robotics, Inc., a Delaware corporation (the “Target Company”), have entered into that certain Agreement and

Plan of Merger (as amended from time to time in accordance with the terms thereof, the “Merger Agreement”),

pursuant to which, among other matters, (a) SPAC shall continue out of the Cayman Islands and become domesticated as a corporation in

the State of Delaware pursuant to the Companies Law and the applicable provisions of the DGCL (the “Domestication”)

and (b) upon the consummation of the transactions contemplated thereby, Merger Sub will merge with and into the Target Company, with the

Target Company continuing as the surviving entity and a wholly-owned subsidiary of SPAC (the “Merger”), and

as a result of which, all of the issued and outstanding capital stock of the Target 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 of each Company Stockholder

to receive its pro rata share of the Merger Consideration Shares as set forth in the Merger Agreement, all upon the terms and subject

to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the DGCL; and

WHEREAS, the parties desire to enter into this Agreement to provide

the Investors with certain rights relating to the registration of the Merger Consideration Shares received by the Investors under the

Merger Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and

agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

the parties hereto agree as follows:

1. DEFINITIONS. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.

The following capitalized terms used herein have the following meanings:

“Adverse Disclosure”

shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the principal executive

officer or principal financial officer of SPAC, after consultation with counsel to SPAC, (i) would be required to be made in any Registration

Statement or prospectus in order for the applicable Registration Statement or prospectus not to contain any untrue statement of material

fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary

prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such

time if the Registration Statement were not being filed, and (iii) SPAC has a bona fide business purpose for not making such information

public.

“Agreement” means this Agreement, as amended,

restated, supplemented, or otherwise modified from time to time.

“Beneficially Own” has the meaning set forth

in Rule 13d-3 promulgated under the Exchange Act.

“Board” means the Board of Directors of SPAC.

“Closing” means the consummation of the transactions

contemplated by the Merger Agreement.

“Demand Registration” is defined in Section

2.2.1.

“Demanding Holder” is defined in Section

2.2.1.

“DGCL” means the General Corporation Law

of the State of Delaware.

“Domestication” is defined in the recitals

to this Agreement.

“Exchange Act” means the Securities Exchange

Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder, all as the same shall be in effect at the time.

“Holder” means any holder of Registrable

Securities who is a party to, or who succeeds to rights under, this Agreement pursuant to Section 6.2 hereof.

“Indemnified Party” is defined in Section

4.3.

“Indemnifying Party” is defined in Section

4.3.

“Investor Indemnified Party” is defined in

Section 4.1.

“Investor(s)” is defined in the preamble

to this Agreement, and includes any transferee of the Registrable Securities (so long as they remain Registrable Securities) of an Investor

permitted under this Agreement and the Lock-Up Agreement, as applicable.

“IPO Registration Rights Agreement” means

that certain Registration Rights Agreement, dated as of October 31, 2024, by and among SPAC, the Sponsor and the other parties thereto,

as amended from time to time in accordance with the terms thereof.

“IPO Registrable Securities” means those

securities included in the definition of “Registrable Security” specified in the IPO Registration Rights Agreement.

“Lock-Up Agreement” means the lock-up agreement

entered into by SPAC and certain security holders of the Target Company, pursuant to which such security holders of the Target Company

agreed not to transfer the Merger Consideration Shares for a certain period of time after the Closing.

“Losses” is defined in Section 4.1.

“Maximum Number of Securities” is defined

in Section 2.2.4.

“Merger Agreement” is defined in the recitals

to this Agreement.

“Merger Sub” is defined in the recitals to

this Agreement.

“Merger” is defined in the recitals to this

Agreement.

“Piggy-Back Registration” is defined in Section

2.3.1.

“PIPE Registrable Securities” means those

securities included in the definition of “Registrable Securities” specified in the Initial PIPE Subscription Agreements.

“Pro Rata” is defined in Section 2.2.4.

“Register,” “Registered”

and “Registration” mean a registration or offering effected by preparing and filing a registration statement

or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder,

and such registration statement becoming effective.

“Registrable Securities” means any shares

of SPAC Common Stock Beneficially Owned by an Investor as of immediately following the Closing. Registrable Securities also include any

equity securities of SPAC issued as a dividend, split or other distribution with respect to or in exchange for or in replacement of the

foregoing securities or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other

reorganization or other similar event with respect to SPAC Common Stock. As to any particular Registrable Securities, such securities

shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become

effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with

such Registration Statement; (b) such securities shall have ceased to be outstanding; (c) such securities have been sold to, or through,

a broker, dealer or underwriter in a public offering; (d) such securities shall have been otherwise Transferred by a Holder, a new

certificate or book-entry for such security not bearing a legend restricting further Transfer shall have been delivered by SPAC and subsequent

public distribution of such security shall not require registration under the Securities Act; or (e) such securities are eligible

for resale without registration pursuant to Rule 144 without volume or manner-of-sale restrictions and without the requirement for SPAC

to be in compliance with the current public information required by Rule 144(i)(2).

“Registration Statement” means a registration

statement filed by SPAC with the SEC in compliance with the Securities Act and the rules and regulations promulgated thereunder for a

public offering and sale of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into,

equity securities (other than a registration statement on Form S-4 or Form S-8, or their successors, or any registration statement covering

only securities proposed to be issued in exchange for securities or assets of another entity).

“Rule 144” means Rule 144 promulgated under

the Securities Act or any successor rule thereto.

“SEC” means the United States Securities

and Exchange Commission or any successor thereto.

“Securities Act” means the Securities Act

of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder, all as the same shall be in effect at the time.

“Shelf Registration Statement” means a Registration

Statement of SPAC filed with the SEC on either (a) Form S-3 (or any successor form or other appropriate form under the Securities

Act) or (b) if SPAC is not permitted to file a Registration Statement on Form S-3, a Registration Statement on Form S-1 (or any successor

form or other appropriate form under the Securities Act), in each case for an offering to be made on a delayed or continuous basis pursuant

to Rule 415 under the Securities Act covering the Registrable Securities, as applicable.

“SPAC” is defined in the preamble to this

Agreement.

“Sponsor” is defined in the preamble to this

Agreement.

“Target Company” is defined in the recitals

to this Agreement.

“Transfer” means to (A) exchange, transfer,

assign, lend, 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 Exchange Act with respect to, any security, or any right or interest therein, (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 any

security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (C) publicly announce

any intention to effect any transaction specified in clause (A) or (B). The terms “Transferee,” “Transferor,”

“Transferred,” and other forms of the word “Transfer” shall have the correlative meanings.

“Underwriter” means a securities dealer who

purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s market-making activities.

2. REGISTRATION

RIGHTS.

2.1 Shelf

Registration.

2.1.1 Shelf

Registration Statement. SPAC shall use commercially reasonable to file, within thirty (30) calendar days following the Closing, a

Shelf Registration Statement covering the resale of all Registrable Securities on a delayed or continuous basis (at SPAC’s sole

cost and expense). SPAC further agrees that it shall not file any registration statement registering the resale of any of its securities

other than the Shelf Registration Statement after the Closing Date until the Shelf Registration Statement has been declared effective

by the SEC; provided, that, SPAC shall be permitted to include in the Shelf Registration Statement the securities registrable pursuant

to (i) the IPO Registration Rights Agreement and (ii) the Initial PIPE Subscription Agreements. SPAC shall use commercially reasonable

efforts to cause such Shelf Registration Statement to become effective under the Securities Act as soon as reasonably practicable after

filing, but in no event later than the earlier of (i) the ninetieth (90th) calendar day following the filing date if the SEC notifies

SPAC that it will review the Shelf Registration Statement and (ii) the fifth (5th) Business Day after the date SPAC is notified,

orally or in writing, that the Shelf Registration Statement will not be reviewed or will not be subject to further review. SPAC shall

maintain such Shelf Registration Statement continuously effective, available for use and in compliance with the Securities Act until all

Registrable Securities covered by such Shelf Registration Statement have been sold or cease to be Registrable Securities. If SPAC files

the Shelf Registration Statement on Form S-1, SPAC shall use commercially reasonable efforts to convert such Shelf Registration Statement,

and any Subsequent Shelf Registration Statement, to a Shelf Registration Statement on Form S-3 as soon as reasonably practicable after

SPAC becomes eligible to use Form S-3.

2.1.2 Subsequent

Shelf Registration. If any Shelf Registration Statement ceases to be effective under the Securities Act while any Registrable Securities

remain outstanding, SPAC shall use commercially reasonable efforts to cause such Shelf Registration Statement to again become effective

as promptly as reasonably practicable or file an additional Shelf Registration Statement covering the resale of all Registrable Securities

that remain Registrable Securities, and shall use commercially reasonable efforts to cause such additional Shelf Registration Statement

to become effective as promptly as reasonably practicable after filing and to keep it continuously effective, available for use and in

compliance with the Securities Act until all Registrable Securities covered thereby have been sold or cease to be Registrable Securities.

2.1.3 Underwritten

Shelf Take-Downs. At any time when an effective Shelf Registration Statement is on file with the SEC, Investors holding at least a

majority-in-interest of the Registrable Securities included on such Shelf Registration Statement may request to sell all or any portion

of their Registrable Securities in an underwritten offering registered pursuant to such Shelf Registration Statement (“Underwritten

Shelf Take-Down”); provided that SPAC shall be obligated to effect such Underwritten Shelf Take-Down only if the offering

involves Registrable Securities having a reasonably anticipated net aggregate offering price, after deduction of underwriting commissions,

of at least fifty million dollars ($50,000,000). Any such Underwritten Shelf Take-Down shall count as an Underwritten Offering (as defined

in Section 2.2.3) for purposes of the limitations set forth in this Section 2.

2.2 Demand Registration.

2.2.1 Request for

Registration. Subject to Sections 2.4 and 2.5 and solely at a time when a

Shelf Registration Statement is not effective, at any time and from time to time after the Closing, Investors holding at least a

majority-in-interest of the Registrable Securities then issued and outstanding may make a written demand for registration under the

Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities

to be included in such Registration and the intended method(s) of distribution thereof (such written demand, a “Demand

Registration”). Within ten (10) days following receipt of any request for a Demand Registration, SPAC will notify all

other Investors holding Registrable Securities of the demand, and each Investor holding Registrable Securities who wishes to include

all or a portion of such Investor’s Registrable Securities in the Demand Registration (each such Investor including shares of

Registrable Securities in such registration, a “Demanding Holder”) shall so notify SPAC within five (5)

days after the receipt by the Investor of the notice from SPAC. Upon any such request, the Demanding Holders shall be entitled to

have their Registrable Securities included in the Demand Registration, subject to Section 2.2.4 and the provisos set forth in Section

3.1.1. SPAC shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section

2.2.1 in respect of all Registrable Securities. Notwithstanding anything in this Section 2.2 to the contrary, SPAC shall

not be obligated to effect a Demand Registration under this Agreement, (i) if a Piggy-Back Registration had been available to the

Demanding Holder(s) within the one-hundred twenty (120) days preceding the date of request for the Demand Registration, or (ii)

within sixty (60) days after the effective date of a previous registration effected with respect to the Registrable Securities

pursuant to this Section 2.2.

2.2.2 Effective

Registration. Notwithstanding the provision of subsection 2.2.1 above or any other part of

this Agreement, a Registration will not count as a Demand Registration until the Registration Statement filed with the SEC with

respect to such Demand Registration has been declared effective by the SEC; provided, however, that if, after such Registration

Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with

by any stop order or injunction of the SEC or any other governmental agency or court, the Registration Statement with respect to

such Demand Registration will be deemed not to have been declared effective, unless and until (i) such stop order or injunction is

removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue

with such Registration and accordingly notify SPAC in writing, but in no event later than five (5) days after such removal,

rescission or termination, of such election; provided, further, that SPAC shall not be obligated to file a second Registration

Statement until a Registration Statement that has been filed pursuant to a Demand Registration becomes effective or is

terminated.

2.2.3 Underwritten

Offering. Subject to the provisions of subsection 2.2.4 and Sections 2.4 and 2.5

hereof, if a majority-in-interest of the Demanding Holders so elect and advise SPAC as part of their written demand for a Demand

Registration and the offering of such Registrable Securities involves the offer and sale of Registrable Securities having a

reasonably anticipated net aggregate offering price (after deduction of any underwriting commissions) of at least fifty million

dollars ($50,000,000), the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an

underwritten offering (“Underwritten Offering”). In such event, the right of any Demanding Holder to

include its Registrable Securities in such registration shall be conditioned upon such Demanding Holder’s participation in

such underwritten offering and the inclusion of such Demanding Holder’s Registrable Securities in the underwritten offering to

the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities through such underwritten

offering under this subsection 2.2.3 shall enter into an underwriting agreement in customary form with the Underwriter or

Underwriters selected for such underwritten offering by the SPAC and reasonably acceptable to a majority-in-interest of Demanding

Holders.

2.2.4 Reduction of Offering.

If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering, in good faith, advises

SPAC and the Demanding Holders in writing that the dollar amount or number of Registrable Securities which the Demanding Holders desire

to sell, taken together with all other shares of SPAC Common Stock or other securities which SPAC desires to sell and the shares of SPAC

Common Stock or other securities, if any, as to which Registration by SPAC has been requested pursuant to written contractual piggy-back

registration rights held by other security holders of SPAC who desire to sell, exceeds the maximum dollar amount or maximum number of

shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method,

or the probability of success of such offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum

Number of Securities”), then SPAC shall include in such Registration: (i) first, (A) the Registrable Securities as to which

Demand Registration has been requested by the Demanding Holders and (B) the IPO Registrable Securities for the account of any Persons

who have exercised demand registration rights pursuant to the IPO Registration Rights Agreement during the period under which the Demand

Registration hereunder is ongoing (all pro rata in accordance with the number of securities that each applicable Person has requested

be included in such registration, regardless of the number of securities held by each such Person, as long as they do not request to

include more securities than they own (such proportion is referred to herein as “Pro Rata”)) that can be sold

without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached

under the foregoing clause (i), Registrable Securities of Investors as to which registration has been requested pursuant to Section

2.3 and IPO Registrable Securities as to which registration has been requested pursuant to the written contractual piggy-back registration

rights under the IPO Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by

such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (iii) third, to

the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of SPAC Common

Stock or other securities that SPAC desires to sell that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth,

to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares

of SPAC Common Stock or other securities for the account of other Persons that SPAC is obligated to register pursuant to written contractual

arrangements with such Persons (other than this Agreement or the IPO Registration Rights Agreement) that can be sold without exceeding

the Maximum Number of Securities.

2.2.5 Withdrawal.

A Demanding Holder may withdraw all or any portion of their Registrable Securities included in a Demand Registration from such Demand

Registration at any time prior to the effectiveness of the Demand Registration Statement. If a majority-in-interest of the Demanding

Holders disapprove of the terms of any underwritten offering or are not entitled to include all of their Registrable Securities in any

offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice to SPAC

and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with

the SEC with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders (i) withdraws from a proposed

offering relating to a Demand Registration in such event and (ii) reimburses the reasonable costs and expenses of SPAC incurred

in respect of such aborted Demand Registration, then such registration shall not count as a Demand Registration provided for in Section

2.2.

2.3 Piggy-Back Registration.

2.3.1 Piggy-Back Rights.

If at any time after the Closing, SPAC proposes to file a Registration Statement under the Securities Act with respect to the Registration

of or an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity

securities, by SPAC for its own account or for security holders of SPAC for their account (or by SPAC and by security holders of SPAC

including pursuant to Section 2.2), other than a Registration Statement (i) filed to register the resale of the PIPE Registrable

Securities under the Initial PIPE Subscription Agreements, (ii) filed in connection with any employee share option or other benefit

plan, (iii) for an exchange offer or offering of securities solely to SPAC’s existing security holders, (iv) for an offering

of debt that is convertible into equity securities of SPAC, (v) for a “universal” Shelf Registration Statement, (vi) for

a registration pursuant to Section 2.1 or (vii) for a dividend reinvestment plan, then SPAC shall (x) give written notice of

such proposed filing to Investors holding Registrable Securities as soon as practicable but in no event less than ten (10) days before

the anticipated filing date or confidential submission date, which notice shall describe the amount and type of securities to be included

in such Registration or offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters,

if any, of the offering, and (y) offer to Investors holding Registrable Securities in such notice the opportunity to register the sale

of such number of Registrable Securities as such Investors may request in writing within five (5) days following receipt of such notice

(a “Piggy-Back Registration”). To the extent permitted by applicable securities laws with respect to such registration

by SPAC, SPAC shall use its commercially reasonable efforts to cause (i) such Registrable Securities to be included in such registration

and (ii) the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested

to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of SPAC and to permit the sale

or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All Investors

holding Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter

or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back

Registration. Each Holder shall keep confidential its receipt of any such notice until the contents of such notice are publicly announced

by SPAC or until otherwise notified by SPAC, except (A) for disclosure to such Holder’s employees, agents and professional advisers

who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply

with reporting obligations to its limited partners who have agreed to keep such information confidential or (C) as required by law (as

advised by legal counsel) or subpoena.

2.3.2 Reduction of Offering.

If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering, in good faith, advises

SPAC and Investors holding Registrable Securities proposing to distribute their Registrable Securities through such Piggy-Back Registration

in writing that the dollar amount or number of shares of SPAC Common Stock or other SPAC securities which SPAC desires to sell, taken

together with the shares of SPAC Common Stock or other SPAC securities, if any, as to which registration has been demanded pursuant to

written contractual arrangements with Persons other than the Investors holding Registrable Securities hereunder, the Registrable Securities

as to which registration has been requested under this Section 2.3, and the shares of SPAC Common Stock or other SPAC securities,

if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other security

holders of SPAC, exceeds the Maximum Number of Securities, then SPAC shall include in any such registration:

(a) If

the registration is undertaken for SPAC’s account: (i) first, the shares of SPAC Common Stock or other securities that SPAC desires

to sell that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities

has not been reached under the foregoing clause (i), Registrable Securities of Investors as to which registration has been requested pursuant

to this Section 2.3 and IPO Registrable Securities as to which registration has been requested pursuant to the written contractual piggy-back

registration rights under the IPO Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities

requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and

(iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares

of SPAC Common Stock or other equity securities for the account of other Persons that SPAC is obligated to register pursuant to separate

written contractual arrangements with such Persons (other than this Agreement or the IPO Registration Rights Agreement) that can be sold

without exceeding the Maximum Number of Securities;

(b) If

the registration is a Demand Registration undertaken at the demand of Demanding Holders pursuant to Section 2.2: (i) first, (A) the shares

of SPAC Common Stock or other securities for the account of the Demanding Holders and (B) the IPO Registrable Securities for the account

of any Persons who have exercised demand registration rights pursuant to the IPO Registration Rights Agreement during the period under

which the Demand Registration hereunder is ongoing, Pro Rata among the holders thereof based on the number of securities requested by

such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (iii) second,

to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), Registrable Securities of Investors

as to which registration has been requested pursuant to Section 2.3 and the IPO Registrable Securities as to which registration has been

requested pursuant to the written contractual piggy-back registration rights under the IPO Registration Rights Agreement, Pro Rata among

the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold

without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached

under the foregoing clauses (i) and (ii), the shares of SPAC Common Stock or other securities that SPAC desires to sell that can be sold

without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been

reached under the foregoing clauses (i), (ii) and (iii), the shares of SPAC Common Stock or other equity securities for the account of

other Persons that SPAC is obligated to register pursuant to separate written contractual arrangements with such Persons (other than this

Agreement or the IPO Registration Rights Agreement) that can be sold without exceeding the Maximum Number of Securities;

the registration is a Demand Registration undertaken at the demand of holders of IPO Registrable Securities under the IPO Registration

Rights Agreement: (i) first, the IPO Registrable Securities for the account of the demanding holders under the IPO Registration Rights

Agreement and the Registrable Securities for the account of Demanding Holders who have exercised demand registration rights pursuant to

Section 2.2 during the period under which the demand registration under the IPO Registration Rights Agreement is ongoing, Pro Rata among

the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold

without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached

under the foregoing clause (i), Registrable Securities of Investors as to which registration has been requested pursuant to this Section

2.3 and the IPO Registrable Securities as to which registration has been requested pursuant to the written contractual piggy-back registration

rights under the IPO Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by

such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (iii) third, to

the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of SPAC Common

Stock or other securities that SPAC desires to sell that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth,

to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of

SPAC Common Stock or other equity securities for the account of other Persons that SPAC is obligated to register pursuant to separate

written contractual arrangements with such Persons (other than this Agreement or the IPO Registration Rights Agreement) that can be sold

without exceeding the Maximum Number of Securities; and

(d) If

the registration is a Demand Registration undertaken at the demand of Persons other than either Demanding Holders under Section 2.2 or

the holders of IPO Registrable Securities exercising demand registration rights under the IPO Registration Rights Agreement: (i) first,

the shares of SPAC Common Stock or other securities for the account of the demanding Persons that can be sold without exceeding the Maximum

Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause

(i), Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.3 and IPO Registrable

Securities as to which registration has been requested pursuant to the written contractual piggy-back registration rights under the IPO

Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included

in such registration, that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum

Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of SPAC Common Stock or other securities

that SPAC desires to sell that can be sold without exceeding the Maximum Number of Securities; (iv) fourth, to the extent that the

Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of SPAC Common Stock or

other equity securities for the account of other Persons that SPAC is obligated to register pursuant to separate written contractual arrangements

with such Persons (other than this Agreement or the IPO Registration Rights Agreement) that can be sold without exceeding the Maximum

Number of Securities.

2.3.3 Withdrawal.

Any Investor holding Registrable Securities may elect to withdraw such Investor’s request for inclusion of Registrable Securities

in any Piggy-Back Registration by giving written notice to SPAC of such request to withdraw prior to the effectiveness of the Registration

Statement. In connection with Section 2.3, SPAC (whether on its own determination or as the result of a withdrawal by Persons

making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness

of such Registration Statement without any liability to the applicable Investor, subject to the next sentence and the provisions of Section

4. Notwithstanding any such withdrawal, SPAC shall pay all expenses incurred in connection with such Piggy-Back Registration as provided

in Section 3.3 (subject to the limitations set forth therein) by Investors holding Registrable Securities that requested to have

their Registrable Securities included in such Piggy-Back Registration.

2.4

Restriction of Offerings. Notwithstanding anything to the contrary contained in this Agreement, an Investor shall not be entitled

to request, and SPAC shall not be obligated to request the SEC to declare any registration (including any Demand Registration but not

including Piggy-Back Registration) effective pursuant to this Section 2 with respect to any Registrable Securities that are subject

to the transfer restrictions under the applicable Investor’s Lock-Up Agreement, as applicable.

2.5 Limitation

on Underwritten Offerings. Notwithstanding anything to the contrary contained in this Agreement, SPAC shall not be obligated to effect

(i) more than three (3) Underwritten Offerings, including any Underwritten Shelf Take-Downs, in the aggregate pursuant to this Agreement,

or (ii) more than one (1) Underwritten Offering, including any Underwritten Shelf Take-Down, in any one hundred eighty (180)-day period.

For purposes of the foregoing, any Demand Registration or Underwritten Shelf Take-Down shall not count against the limitations in this

Section 2.5 to the extent that the applicable Investors are not able to sell at least fifty percent (50%) of the Registrable Securities

requested to be sold in such Demand Registration or Underwritten Shelf Take-Down as a result of the managing Underwriter or Underwriters

advising SPAC that marketing factors require a limitation on the number of securities to be included in such offering.

2.6 Term.

This Section 2 shall terminate on the earlier of (i) the fifth (5th) anniversary of the date of this Agreement and (ii) with

respect to any Investor, on the date that such Investor no longer holds any Registrable Securities.

2.7

“Market Stand-Off” Agreement. Each Holder hereby agrees with SPAC that, with respect to Underwritten Offerings in which

such Holder participates, during such period (which period shall in no event exceed 90 days) following the effective date of a Registration

Statement of SPAC (or, in the case of an Underwritten Shelf Take-Down, the date of the final Prospectus or Prospectus supplement relating

to such Underwritten Offering (or if there is no such filing, the first contemporaneous press release announcing the pricing of such Underwritten

Offering)) as the Holders that own a majority of the Registrable Securities participating in such Underwritten Offering may agree to with

the Underwriter or Underwriters of such Underwritten Offering (a “Market Stand-Off Period”), such Holder or its Affiliates

shall not Transfer (other than to donees who agree to be similarly bound) any Registrable Securities held by it at any time during such

period except Registrable Securities included in such Registration. In connection with any Underwritten Offering contemplated by this

Section 2.7 SPAC shall use commercially reasonable efforts to cause each director and executive officer of SPAC to execute a customary

lock-up agreement with the Underwriter or Underwriters of such Underwritten Offering for the Market Stand-Off Period. Each Holder participating

in such Underwritten Offering agrees with SPAC that it shall deliver to the Underwriter or Underwriters for any such Underwritten Offering

a customary lock-up agreement (with customary terms, conditions and exceptions) that is substantially similar to the agreement delivered

to the Underwriter or Underwriters by the Holders that own a majority of the Registrable Securities participating in such Underwritten

Offering reflecting their agreement set forth in this Section 2.7; provided, that such agreement shall not be materially more restrictive

than any similar agreement entered into by SPAC’s directors and executive officers; provided, further, that such agreement shall

not be required unless all Holders participating in such Underwritten Offering are required to enter into similar agreements; provided,

further, that such agreement shall provide that any early release of any Holder, director or executive officer from the provisions of

the terms of such agreement shall be on a pro rata basis among all Holders so bound.

REGISTRATION PROCEDURES.

3.1 Filings; Information.

Whenever SPAC is required to effect the registration of any Registrable Securities pursuant to Section 2, SPAC shall use its commercially

reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution

thereof as expeditiously as practicable, and in connection with any such request:

3.1.1 Filing

Registration Statement.Whenever required under Section 2, SPAC shall use its commercially

reasonable efforts to, as expeditiously as possible, prepare and file with the SEC a Registration Statement on any form for which

SPAC then qualifies or which counsel for SPAC shall deem appropriate and which form shall be available for the sale of all

Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use

its commercially reasonable efforts to cause such Registration Statement to become effective and use its commercially reasonable

efforts to keep it effective for the period required by Section 3.1.3; provided, however, if (provided that

SPAC continues to actively employ, in good faith, all commercially reasonable efforts to cause the applicable Registration Statement

to become effective), (i) the Investors pursuant to this Agreement have requested an underwritten Registration and SPAC and the

Investors are unable to obtain the commitment of underwriters to firmly underwrite the offer or (ii) in the good faith judgment of

the Board such Registration would require SPAC to make an Adverse Disclosure or would require the inclusion in such Registration

Statement of financial statements that are unavailable to SPAC for reasons beyond SPAC’s control, then in each case SPAC shall

furnish to such Investors a certificate signed by the Chairman of the Board or an executive officer of SPAC stating that in the good

faith judgment of the Board such Registration would require SPAC to make an Adverse Disclosure or would require the inclusion in

such Registration Statement of financial statements that are unavailable to SPAC for reasons beyond SPAC’s control and that

SPAC therefore will defer the filing of such Registration Statement or, in the case of a Shelf Registration Statement, require the

Holders not to sell under such Registration Statement or to suspend the effectiveness thereof. In such event, SPAC shall have the

right to defer such filing or, in the case of a Shelf Registration Statement, require the Holders not to sell under such

Registration Statements or to suspend the effectiveness thereof, on not more than two (2) occasions for a period of not more than

sixty (60) consecutive days in any three hundred sixty (360)-day period.

3.1.2 Copies.

SPAC shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to

Investors holding Registrable Securities included in such registration, and such Investors’ legal counsel, copies of such Registration

Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits

thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary

prospectus), and such other documents as Investors holding Registrable Securities included in such registration or legal counsel for

any such Investors may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Investors.

3.1.3 Amendments and Supplements.

SPAC shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements to such Registration Statement

and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with

the provisions of the Securities Act, including all financial statements or schedules, until all Registrable Securities and other securities

covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such

Registration Statement or such securities have been withdrawn or until such time as the Registrable Securities cease to be Registrable

Securities as defined by this Agreement.

3.1.4 Reporting

Obligations. As long as any Investors shall own Registrable Securities, SPAC, at all times while it shall be a reporting company under

the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports

required to be filed by SPAC after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the

Investors with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the SEC pursuant

to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished or delivered to the Investors pursuant

to this Section 3.1.4.

3.1.5 Other

Obligations. In connection with a sale or transfer of Registrable Securities exempt from Section 5 of the Securities Act or through

any broker-dealer transactions described in the plan of distribution set forth within the prospectus included in the Registration Statement,

SPAC shall, subject to the receipt of any customary documentation reasonably required from the applicable Investors in connection therewith,

(a) promptly instruct its transfer agent to remove any restrictive legends applicable to the Registrable Securities being sold or transferred

and (b) cause its legal counsel to deliver the necessary legal opinions, if any, to the transfer agent in connection with the instruction

under subclause (a). In addition, SPAC shall cooperate reasonably with, and take such customary actions as may reasonably be requested

by the Investors, in connection with the aforementioned sales or transfers.

3.1.6 Notification.

After the filing of a Registration Statement, SPAC shall promptly, and in no event more than five (5) Business Days after such

filing, notify Investors holding Registrable Securities included in such Registration Statement of such filing, and shall further

notify such Investors promptly and confirm such advice in writing in all events within two (2) Business Days after the occurrence of

any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such

Registration Statement becomes effective; (iii) the issuance or threatened issuance by the SEC of any stop order (and SPAC shall

take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the SEC for

any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or an

event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to purchasers of

the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or

omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and

promptly make available to Investors holding Registrable Securities included in such Registration Statement any such supplement or

amendment; except that before filing with the SEC a Registration Statement or prospectus or any amendment or supplement thereto,

including documents incorporated by reference, SPAC shall furnish to Investors holding Registrable Securities included in such

Registration Statement and to the legal counsel for any such Investors, copies of all such documents proposed to be filed

sufficiently in advance of filing to provide such Investors and legal counsel with a reasonable opportunity to review such documents

and comment thereon; provided that such Investors and their legal counsel must provide any comments promptly (and in any event

within five (5) Business Days) after receipt of such documents.

3.1.7 State Securities Laws

Compliance. SPAC shall use its commercially reasonable efforts to (i) register or qualify the Registrable

Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United

States as Investors holding Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)

may reasonably request and (ii) take such action reasonably necessary to cause such Registrable Securities covered by the Registration

Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and

operations of SPAC and do any and all other acts and things that may be reasonably necessary or advisable to enable Investors holding

Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions;

provided, however, that SPAC shall not be required to qualify generally to do business in any jurisdiction where it would

not otherwise be required to qualify but for this paragraph or take any action to which it would be subject to general service of process

or to taxation in any such jurisdiction where it is not then otherwise subject.

3.1.8 Agreements for Disposition.

To the extent required by the underwriting agreement or similar agreements, SPAC shall enter into customary agreements (including, if

applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite

or facilitate the disposition of such Registrable Securities. The representations, warranties and covenants of SPAC in any underwriting

agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit

of Investors holding Registrable Securities included in such Registration Statement. No Investor holding Registrable Securities included

in such Registration Statement shall be required to make any representations or warranties in the underwriting agreement except, if applicable,

with respect to such Investor’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such

sale with such Investor’s material agreements and organizational documents, and with respect to written information relating to

such Investor that such Investor has furnished in writing expressly for inclusion in such Registration Statement.

3.1.9 Cooperation.

The principal executive officer of SPAC, the principal financial officer of SPAC, the principal accounting officer of SPAC and all other

officers and members of the management of SPAC shall reasonably cooperate in any offering of Registrable Securities hereunder, which

cooperation shall include the preparation of the Registration Statement with respect to such offering and all other offering materials

and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.

3.1.10 Records.

SPAC shall make available for inspection by Investors holding Registrable Securities included in such Registration Statement, any Underwriter

participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other professional retained

by any Investor holding Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records,

pertinent corporate documents and properties of SPAC, as shall be reasonably necessary to enable them to exercise their due diligence

responsibility, and cause SPAC’s officers, directors and employees to supply all information reasonably requested by any of them

in connection with such Registration Statement; provided that SPAC may require execution of a reasonable confidentiality agreement prior

to sharing any such information.

3.1.11 Opinions and Comfort

Letters. SPAC shall obtain from its counsel and accountants customary legal opinions and customary

comfort letters, to the extent so reasonably required by any underwriting agreement.

3.1.12 Earnings Statement.

SPAC shall comply with all applicable rules and regulations of the SEC and the Securities Act, and make available to its shareholders

if reasonably required, as soon as reasonably practicable, an earnings statement covering a period of twelve (12) months beginning with

the first day of SPAC’s first full calendar quarter after the effective date of a registration statement, which earnings statement

shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter

by the SEC).

3.1.13 Listing.

SPAC shall use its commercially reasonable efforts to cause all Registrable Securities that are shares of SPAC Common Stock included

in any registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued

by SPAC are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to Investors

holding a majority-in-interest of the Registrable Securities included in such registration.

3.1.14 Road

Show. If the registration involves an Underwritten Offering, SPAC shall use its commercially reasonable efforts to make available

senior executives of SPAC to participate in customary “road show” presentations that may be reasonably requested by the Underwriter

in any underwritten offering.

3.2 Obligation to Suspend

Distribution. Upon receipt of any notice from SPAC of the happening of any event of the kind described in Section 3.1.6(iv),

or upon receipt of any notice from SPAC that the Registration Statement or prospectus included therein contains a misstatement of material

fact or omits to state a material fact, each Investor holding Registrable Securities included in any registration shall immediately discontinue

disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor

receives the supplemented or amended prospectus contemplated by Section 3.1.6(iv) or until advised in writing by SPAC that the

use of the prospectus may be resumed (it being understood that SPAC hereby covenants to prepare and file such supplement or amendment

as soon as reasonably practicable after the time of such notice).

3.3 Registration Expenses.

Subject to Section 4, SPAC shall bear all reasonable costs and expenses incurred in connection with any Demand Registration pursuant

to Section 2.2, any Piggy-Back Registration pursuant to Section 2.3, and any registration on Shelf Registration Statement

effected pursuant to Section 2.1, and all reasonable expenses incurred in performing or complying with its other obligations under

this Agreement, whether or not the Registration Statement becomes effective, including: (i) all registration and filing fees; (ii)

fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection

with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) SPAC’s internal expenses (including

all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable

Securities as required by Section 3.1.13; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel

for SPAC and fees and expenses for independent certified public accountants retained by SPAC (including the expenses or costs associated

with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.11); (viii) the reasonable fees and expenses

of any special experts retained by SPAC in connection with such registration; and (ix) the reasonable fees and expenses of one legal

counsel selected by Investors holding a majority-in-interest of the Registrable Securities included in such registration for such legal

counsel’s review, comment and finalization of the proposed Registration Statement and other relevant documents, provided,

however, that such reimbursable fees and expenses of counsel shall not exceed $[50,000] per Registration. SPAC shall have no obligation

to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof,

which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten offering, only if

the Underwriters require the selling security holders and/or SPAC to bear the expenses of the Underwriter following good faith negotiations,

all selling security holders and SPAC shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of securities

each is selling in such offering.

3.4 Information.

Investors holding Registrable Securities included in any Registration Statement shall provide such information as may reasonably be requested

by SPAC, or the managing Underwriter, if any, in connection with the preparation of such Registration Statement, including amendments

and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section

2 and in connection with the obligation to comply with federal and applicable state securities laws. Investors selling Registrable

Securities in any offering must provide all questionnaires, powers of attorney, custody agreements, stock powers, and other documentation

reasonably requested by SPAC or the managing Underwriter. Notwithstanding anything to the contrary contained herein, if any Holder does

not provide SPAC with information requested pursuant to this Section 3.4, SPAC may exclude such Holder’s Registrable Securities

from the applicable Registration Statement if SPAC determines, based on the advice of outside counsel, that such information is necessary

to effect the Registration and such Holder continues thereafter to withhold such information.

INDEMNIFICATION AND CONTRIBUTION.

4.1 Indemnification by

SPAC. Subject to the provisions of this Section 4.1 below, SPAC agrees to indemnify

and hold harmless each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, investment

advisers, attorneys and agents, and each Person, if any, who controls an Investor (within the meaning of Section 15 of the Securities

Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses,

losses, judgments, claims, actions, damages or liabilities (collectively, “Losses”), whether joint or several,

arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement under

which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or

summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising

out of or based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the

statements therein not misleading, or any violation by SPAC of the Securities Act or any rule or regulation promulgated thereunder applicable

to SPAC and relating to action or inaction required of SPAC in connection with any such registration (provided, however, that the indemnification

contained in this Section 4.1 shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without

the consent of SPAC, such consent not to be unreasonably withheld, delayed or conditioned); and SPAC shall promptly reimburse the Investor

Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating

and defending any such Loss; provided, however, that SPAC will not be liable in any such case to the extent that any such

Loss arises out of or is based upon any untrue or alleged untrue statement or omission or alleged omission made in such Registration

Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and

in conformity with information furnished to SPAC, in writing, by such selling Investor or Investor Indemnified Party expressly for use

therein. SPAC also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members

and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above

in this Section 4.1.

4.2 Indemnification

by Holders of Registrable Securities . Subject to the provisions of this Section 4.2 below,

each Investor selling Registrable Securities will, in the event that any registration is being effected under the Securities Act

pursuant to this Agreement of any Registrable Securities held by such selling Investor, indemnify and hold harmless SPAC, each of

its directors and officers and each Underwriter (if any), and each other Person, if any, who controls such Underwriter within the

meaning of the Securities Act, against any Losses, whether joint or several, insofar as such Losses arise out of or are based upon

any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale

of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary

prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or

are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the

statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information

furnished in writing to SPAC by such selling Investor expressly for use therein (provided, however, that the indemnification

contained in this Section 4.2 shall not apply to amounts paid in settlement of any such Loss if such settlement is effected

without the consent of the indemnifying Investor, such consent not to be unreasonably withheld, delayed or conditioned), and shall

reimburse SPAC, its directors and officers, each Underwriter and each other controlling Person for any legal or other expenses

reasonably incurred by any of them in connection with investigating or defending any such Loss. Each selling Investor’s

indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually

received by such selling Investor in the applicable offering.

4.3 Conduct of Indemnification

Proceedings. Promptly after receipt by any Person of any notice of any Loss in respect of which indemnity

may be sought pursuant to Section 4.1 or 4.2, such Person (the “Indemnified Party”) shall, if

a claim in respect thereof is to be made against any other Person for indemnification hereunder, notify such other Person (the “Indemnifying

Party”) in writing of the Loss; provided, however, that the failure by the Indemnified Party to notify the Indemnifying

Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder,

except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification

with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate

in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense

thereof with counsel satisfactory to the Indemnified Party if the Indemnifying Party provides notice of such to the Indemnified Party

within thirty (30) days of the Indemnifying Party’s receipt of notice of such claim. After notice from the Indemnifying Party to

the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable

to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense

thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party and the

Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one

such separate counsel) to represent the Indemnified Party and its controlling Persons who may be subject to liability arising out of

any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses

of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation

of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying

Party shall, without the prior written consent of the Indemnified Party (which shall not be unreasonably delayed or withheld), consent

to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party

is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement

includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.

4.4 Contribution.

4.4.1 If

the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party

in respect of any Loss referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute

to the amount paid or payable by such Indemnified Party as a result of such Loss in such proportion as is appropriate to reflect the relative

fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such Loss,

as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be

determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged

omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and such party’s

relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

4.4.2 The

parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro

rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately

preceding Section 4.4.1.

4.4.3 The

amount paid or payable by an Indemnified Party as a result of any Loss referred to in the immediately preceding paragraph shall be deemed

to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with

investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no Investor holding Registrable

Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting

fees, discounts, commissions or taxes) actually received by such Investor from the sale of Registrable Securities which gives rise to

such contribution obligation. Any contribution obligation of the Investors shall be several and not joint. No Person guilty of fraudulent

misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is

not guilty of such fraudulent misrepresentation.

RULE 144 and 145.

5.1 Rule 144 and 145.

SPAC covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take

such further action as Investors holding Registrable Securities may reasonably request, all to the extent required from time to time

to enable such Investors to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions

provided by Rule 144 and 145 under the Securities Act, as such Rule 144 and 145 may be amended from time to time, or any similar rule

or regulation hereafter adopted by the SEC.

MISCELLANEOUS.

6.1 Other Registration

Rights. SPAC represents and warrants that as of the date of this Agreement, except as set forth in the Merger Agreement, no Person,

other than the holders of (i) Registrable Securities, (ii) the PIPE Registrable Securities and (iii) IPO Registrable Securities, has

any right to require SPAC to register any of SPAC’s capital stock for sale or to include SPAC’s capital stock in any registration

filed by SPAC for the sale of capital stock for its own account or for the account of any other Person.

6.2 Assignment; No Third

Party Beneficiaries. This Agreement and the rights, duties and obligations of SPAC hereunder may not

be assigned or delegated by SPAC in whole or in part without the written consent of the Investors holding at least a majority-in-interest

of the Registrable Securities held by all Investors and by holders of a majority-in-interest of the IPO Registrable Securities. Except

as otherwise permitted pursuant to this Agreement, no Holder may assign such Holder’s rights and obligations under this Agreement,

in whole or in part, without the prior written consent of SPAC. Any such assignee may not again assign those rights, other than in accordance

with this Section 6.2. Any attempted assignment of rights or obligations in violation of this Section 6.2 shall be null

and void. Notwithstanding anything to the contrary contained in this Agreement (other than the succeeding sentence of this Section

6.2), (i) prior to the expiration of the restrictions in the Lock-Up Agreement, a Holder may not Transfer such Holder’s

rights or obligations under this Agreement in connection with a Transfer of such Holder’s Registrable Securities, in whole or in

part, except in connection with a Transfer in accordance with the terms of the Lock-Up Agreement; and (ii) after the expiration of the

restrictions in the Lock-Up Agreement with respect to any Registrable Securities held by a Holder, a Holder may Transfer such Holder’s

rights or obligations under this Agreement in connection with a Transfer of such Registrable Securities, in whole or in part, (x) in

accordance with the terms of the Lock-Up Agreement or (y) to any Person with the prior written consent of SPAC. Any Transferee of

Registrable Securities (other than pursuant to an effective registration statement under the Securities Act or pursuant to a Rule 144

transaction) shall, except as otherwise expressly stated herein, have all the rights and be subject to all of the obligations of the

Transferor Holder under this Agreement and shall be required, at the time of and as a condition to such Transfer, to become a party to

this Agreement by executing and delivering a joinder in a form reasonably acceptable to SPAC. No Transfer of Registrable Securities by

a Holder shall be registered on SPAC’s books and records, and such Transfer of Registrable Securities shall be null and void and

not otherwise effective, unless any such Transfer is made in accordance with the terms and conditions of this Agreement, and SPAC is

hereby authorized by all of the Holders to enter appropriate stop transfer notations on its transfer records to give effect to this Agreement.

This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and holders

of the IPO Registrable Securities, to the permitted assigns of the Investors or holders of IPO Registrable Securities or of any assignee

of the Investors or holders of IPO Registrable Securities. This Agreement is not intended to confer any rights or benefits on any Persons

that are not party hereto other than as expressly set forth in Section 2.3.2, Section 4 and this Section 6.2.

6.3 Notices.

All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when

delivered (i) in person, (ii) by email with affirmative confirmation of receipt, (iii) one (1) Business Day after being sent, if sent

by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered

or certified mail, pre-paid and return receipt requested, in each case to the applicable Party at the following addresses (or at such

other address for a Party as shall be specified by like notice):

If to SPAC prior to the Closing, to:

Newbury Street II Acquisition Corp

121 High Street, Floor 3

Boston, Massachusetts 02110

Attn: Thomas Bushey

Telephone No.: (617) 334-2805

Email: [***]

With a copy (which will not constitute notice) to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Attn:       Matthew A. Gray, Esq.

Barry I. Grossman, Esq.

Telephone No.: (212) 370-1300

Email:     [***];

[***]

If to SPAC from and after the Closing, to:

Fort Robotics, Inc.

1608 Walnut St.

12th Floor

Philadelphia, PA 19103

Attn: Samuel Reeves

Telephone: (267) 515-5880

Email: [***]

With copies (which shall not constitute notice) to:

Fenwick & West LLP

902 Broadway

18th Floor

New York, NY 10010

Attn: Aman D. Singh

Telephone No.: (212) 430-2600

Email: [***]

If to an Investor, to: the address set forth below Investor’s name on the signature page to this Agreement.

6.4 Severability.

This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the

validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable

term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to

such invalid or unenforceable provision as may be possible that is valid and enforceable. Notwithstanding anything to the contrary contained

in this Agreement, in the event that a duly executed copy of this Agreement is not delivered to SPAC by a Person receiving Registrable

Securities in connection with the Closing, such Person failing to provide such signature (other than any holder of IPO Registrable Securities)

shall not be a party to this Agreement or have any rights or obligations hereunder, but such failure shall not affect the rights and

obligations of the other parties to this Agreement as amongst such other parties.

6.5 Entire Agreement.

This Agreement (together with the Merger Agreement, and the Lock-Up Agreement to the extent incorporated herein, and including all agreements

entered into pursuant hereto or thereto or referenced herein or therein, including without limitation the IPO Registration Rights Agreement,

the Initial PIPE Subscription Agreements, and all certificates and instruments delivered pursuant hereto and thereto) constitutes the

entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations,

understandings, negotiations and discussions between the parties, whether oral or written, relating to the subject matter hereof; provided,

that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Merger Agreement

or any other Ancillary Document (as defined in the Merger Agreement) or the rights or obligations of the parties under the IPO Registration

Rights Agreement or the Initial PIPE Subscription Agreements.

6.6 Interpretation.

Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of