Form 8-K

8-K — Fifth Era Acquisition Corp I

Accession: 0001213900-26-041771

Filed: 2026-04-09

Period: 2026-04-07

CIK: 0002025401

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0285577-8k425_fifthera1.htm (Primary)

EX-2.1 — BUSINESS COMBINATION AGREEMENT, DATED AS OF APRIL 7, 2026, BY AND AMONG FIFTH ERA ACQUISITION CORP I, MIOTAL SPAC HOLDCO, INC., PENNY MERGER SUB, INC. AND SMT HOLDINGS LIMITED (ea028557701ex2-1.htm)

EX-10.1 — SPONSOR SUPPORT AGREEMENT, DATED AS OF APRIL 7, 2026, BY AND AMONG FIFTH ERA ACQUISITION CORP I, FIFTH ERA ACQUISITION SPONSOR I LLC, AND SMT HOLDINGS LIMITED (ea028557701ex10-1.htm)

EX-10.2 — FORM OF REGISTRATION RIGHTS AGREEMENT (ea028557701ex10-2.htm)

EX-10.3 — FORM OF LOCK-UP AGREEMENT (ea028557701ex10-3.htm)

EX-10.4 — FORM OF SHARE EXCHANGE AGREEMENT (ea028557701ex10-4.htm)

EX-99.1 — PRESS RELEASE, DATED APRIL 8, 2026 (ea028557701ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

April 7, 2026

Fifth Era Acquisition Corp I

(Exact name of registrant as specified in its

charter)

Cayman Islands

001-42539

36-5108801

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

PO Box 1093, Boundary Hall

Cricket Square, Grand Cayman

KY1-1102 Cayman Islands

(Address of principal executive offices, including

zip code)

(345) 814-5726

Registrant’s telephone number, including

area code

Not Applicable

(Former name or former address, if changed since

last report)

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

to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☒

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

☐

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

☐

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

☐

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

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

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

FERAU

The Nasdaq Stock Market LLC

Class A ordinary shares, par value $0.0001 per share

FERA

The Nasdaq Stock Market LLC

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

FERAR

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 or Rule 12b-2 of the Securities

Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into A Material Definitive Agreement.

Business Combination Agreement

As of April 7, 2026, Fifth Era Acquisition Corp

I, a Cayman Islands exempted company (“FERA”), entered into a Business Combination Agreement (the “Business

Combination Agreement”), by and among FERA, Miotal SPAC HoldCo, Inc., a Cayman Islands exempted company (“Holdco”),

PENNY Merger Sub, Inc., a Cayman Islands exempted company (“Merger Sub”) and SMT Holdings Limited, an Abu Dhabi Global

Market Private Company Limited by Shares (the “Company”).

The Business Combination Agreement and the transactions

contemplated thereby were approved by the boards of directors of each of FERA and the Company.

The Business Combination

The Business Combination Agreement provides for,

among other things, the following transactions: (i) Merger Sub will merge with and into FERA with FERA being the Surviving Company

(as defined in the Business Combination Agreement) and a wholly-owned, direct Subsidiary (as defined in the Business Combination Agreement)

of Holdco (the “Merger”), and (ii) as a result of the Merger, (x) each Class A ordinary share of FERA, par

value $0.0001 per share after giving effect to the Exercise (as defined in the Business Combination Agreement) (a “FERA

Class A Ordinary Share”), and each Class B ordinary share of FERA, par value $0.0001 per share (a “FERA

Class B Ordinary Share”), issued and outstanding immediately prior to the Merger Effective Time (as defined in the Business

Combination Agreement) will be converted into the right to receive one ordinary share of Holdco, par value $0.0001 per share (a “Holdco

Ordinary Share”), and (y) each ordinary share of the Company (the “Company Shares”)

issued and outstanding immediately prior to the Merger Effective Time will be exchanged for a number of Holdco Ordinary Shares equal

to $10 billion, with each Holdco Ordinary Share valued at $10.00 per share, subject to certain adjustments.

The Company is a strategic metals platform focused on the

acquisition, holding and monetization of high-purity, technology-grade materials and owns one of the largest known consolidated

inventories of high-purity strategic metals, capable of supporting multi-year, sovereign-scale supply across defense and advanced

technology applications. The Company’s current stockpile of such metals comprises ultrafine copper powder (6N

purity), ultrafine nickel wire and certain lesser amounts of other rare earth metals, all of which the Company estimates to have a

total value of approximately $35 billion based on prevailing market prices of such metals. Please note that the actual value

of such metals may vary substantially based on prevailing market prices and conditions at the time of sale.

The Merger and the other transactions contemplated

by the Business Combination Agreement are referred to as the “Business Combination.”

FERA expects the Business Combination to close

in the first half of 2026, following receipt of the required approvals by FERA’s shareholders and the Company’s shareholders,

the fulfillment of regulatory requirements and the completion of other customary closing conditions.

Representations and Warranties; Covenants

The Business Combination Agreement contains representations,

warranties and covenants of each of the parties to the agreement that are customary for transactions of this type. The parties have also

agreed to take all action as may be necessary and use reasonable best efforts such that, as of the effective time of the Business Combination,

the board of directors of the Surviving Company shall be the same as the members of the board of directors of Holdco. The Holdco board

of directors will consist of seven directors comprised of: (i) the chief executive officer of Holdco, (ii) one director designated

by Fifth Era Acquisition Sponsor I LLC (the “Sponsor”) and (iii) five directors designated by the Company.

Conditions to Each Party’s Obligations

The obligation of FERA and the Company to consummate

the Business Combination is subject to certain closing conditions, including, but not limited to, (i) the absence of any order, law

or other legal restraint prohibiting the consummation of the Merger, (ii) the effectiveness of a Registration Statement on Form S-4

or F-4, as applicable, (the “Registration Statement”) registering the Holdco Ordinary Shares to be issued in the Merger,

(iii) the required approvals of FERA’s shareholders, (iv) the approval by Nasdaq of FERA’s listing application in

connection with the Business Combination, (v) No Company Material Adverse Effect (as defined in the Business Combination Agreement) shall

have occurred that is continuing and uncured, and (vi) the Company having consummated the Min Stockpile Sales (as defined in the Business

Combination Agreement). The Business Combination Agreement also contains certain other customary closing conditions.

Termination

Each of the Company and FERA may terminate the

Business Combination Agreement at any time for any reason, by mutual consent. The Business Combination Agreement may otherwise be terminated

by either party in certain circumstances set forth in the Business Combination Agreement.

If the Business Combination Agreement is validly

terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business

Combination Agreement, except in the case of Willful Breach or Fraud (each as defined in the Business Combination Agreement) and for customary

obligations that survive the termination thereof (such as confidentiality obligations).

Where to Find the Business Combination Agreement

FERA has filed the Business Combination Agreement

as Exhibit 2.1 to this Current Report on Form 8-K. It is incorporated herein by reference, and the foregoing description of the Business

Combination Agreement is qualified in its entirety by reference to the full Business Combination Agreement. The Business Combination Agreement

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

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

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

with negotiating such agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified

in important part by the underlying disclosure schedules, which are not filed publicly and which are subject to a contractual standard

of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties

rather than establishing matters as facts. Accordingly, investors and security holders should not rely on the representations and warranties

in the Business Combination Agreement as characterizations of the actual state of facts about FERA, Holdco, Merger Sub, or the Company.

Sponsor Support Agreement

Simultaneously with the execution of the Business

Combination Agreement, FERA, the Sponsor, and the Company entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”),

pursuant to which the Sponsor agreed, among other things, (i) to appear at each meeting of the shareholders of FERA and to vote in favor

of each of the transaction proposals to be voted upon at the meeting of FERA shareholders, including approval of the Business Combination

Agreement and the transactions contemplated thereby (including the Merger); (ii) that Sponsor shall comply with, and fully perform

all of its obligations set forth in that certain Letter Agreement, dated February 27, 2025, by and among the Sponsor, FERA and the other

parties thereto; (iii) during the period from which the Sponsor Support Agreement commences through the Expiration Date (as defined in

the Sponsor Support Agreement), Sponsor shall not modify or amend any contracts between or among Sponsor, anyone related by blood, marriage

or adoption to the Sponsor or any Affiliate (as defined in the Business Combination Agreement) of Sponsor (other than FERA or any of its

subsidiaries), on the one hand, and FERA or any of FERA’s subsidiaries, other than as contemplated by the Business Combination Agreement

or any Ancillary Document (as defined in the Business Combination Agreement); and (iv) if the amount of FERA’s PENNY Transaction

Costs, as defined in the Business Combination Agreement at the closing of the Business Combination exceed $15,000,000 at the Closing Date

and prior to the Merger Effective Time, to pay the amount of that excess or elect to have the number of Holdco Ordinary Shares otherwise

distributable to Sponsor as Merger Consideration at the Effective Time reduced by such number of Holdco Ordinary Shares that represent

the value of such excess amount (based on a value of $10.00 per share).

FERA has filed the Sponsor Support Agreement as

Exhibit 10.1 to this Current Report on Form 8-K. It is incorporated herein by reference, and the foregoing description of the Sponsor

Support Agreement is qualified in its entirety by reference to the full Sponsor Support Agreement.

Registration Rights Agreement

At the Closing, it is anticipated that each of

FERA, Sponsor, Holdco, Cantor Fitzgerald & Co. (“Cantor”), and the parties listed on Schedule A of such agreement

thereto (collectively, the “Holders”) will deliver and enter into a registration rights agreement (the “Registration

Rights Agreement”) pursuant to which, among other things, Holdco will file and maintain a registration statement registering

the resale of shares held by the Holders no later than 45 days before the first expiration of a lock-up period under the Lock-Up Agreements

(as defined below) signed by the Holders. Holdco will also provide customary “piggyback” registration rights, subject to certain

requirements and customary conditions. The Registration Rights Agreement will also provide that Holdco will pay certain expenses relating

to those registrations and indemnify the Holders against certain liabilities.

FERA has filed a form of Registration Rights Agreement

as Exhibit 10.2 to this Current Report on Form 8-K. It is incorporated herein by reference, and the foregoing description of the Registration

Rights Agreement is qualified in its entirety by reference to the full Registration Rights Agreement.

Lock-Up Agreement

Simultaneously with the execution of the Business

Combination Agreement, each of Holdco, the Company, Merger Sub, the Sponsor, Cantor and certain of the Company shareholders (as set forth

on Schedule C of the Business Combination Agreement) entered into Lock-Up Agreements, dated as of April 7, 2026 (each a “Lock-Up

Agreement”), pursuant to which, among other things, each of Holdco, the Company, Merger Sub, the Sponsor and certain of the

Company shareholders agreed not to transfer any equity securities of Holdco held by any of them during the lock-up period(s) described

therein, on the terms and subject to the conditions set forth therein.

FERA has filed a form of Lock-Up Agreement as

Exhibit 10.3 to this Current Report on Form 8-K. It is incorporated herein by reference, and the foregoing description of the Lock-Up

Agreement is qualified in its entirety by reference to the full Lock-Up Agreement.

Share Exchange Agreement

Concurrently with the execution of the Business

Combination Agreement, all of the holders of the issued and outstanding Company Shares have executed and delivered a share exchange agreement

(a “Share Exchange Agreement”) with Holdco and the Company, pursuant to which such holders will exchange their Company

Shares for Holdco Ordinary Shares in accordance with the terms thereof.

FERA has filed a form of Share Exchange Agreement

as Exhibit 10.4 to this Current Report on Form 8-K. It is incorporated herein by reference, and the foregoing description of the Share

Exchange Agreement is qualified in its entirety by reference to the full Share Exchange Agreement.

Item 7.01 Regulation FD Disclosure

On April 8, 2026, FERA and the Company issued

a press release announcing their entry into the Business Combination Agreement. FERA has filed a copy of the press release as Exhibit

99.1 hereto, and it is incorporated by reference herein.

The foregoing (including Exhibit 99.1) is being

furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934

(the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated

by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act.

Important Information and Where to Find It

In connection with the Business Combination, FERA,

the Company and Holdco intend to prepare, and Holdco intends to file a registration statement on Form S-4 or Form F-4, as applicable,

that will include a prospectus with respect to Holdco’s securities to be issued in connection with the Business Combination and

a proxy statement with respect to the shareholder meeting of FERA to vote on the Business Combination. This Current Report on Form 8-K

does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form

the basis of any investment decision or any other decision in respect of the Business Combination. FERA and the Company urge their

investors, shareholders and other interested persons to read, when available, the preliminary proxy statement/prospectus and the amendments

thereto and the definitive proxy statement/prospectus as well as other documents that they file with the SEC because these documents will

contain important information about FERA, the Company and the Business Combination. After the registration statement is declared effective,

the definitive proxy statement/prospectus to be included in the registration statement will be mailed to shareholders of FERA as of a

record date to be established for voting on the proposed Business Combination. Once available, shareholders of FERA will also be able

to obtain a copy of the registration statement on Form S-4 or F-4, as applicable, including the definitive proxy statement/prospectus,

and other documents filed with the SEC without charge, by directing a request to: Fifth Era Acquisition Corp I, PO Box 1093, Boundary

Hall Cricket Square, Grand Cayman KY1-1102 Cayman Islands. The preliminary and definitive proxy statement/prospectus to be included in

the registration statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).

Participants in the Solicitation

FERA and the Company and their respective directors,

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

of proxies of FERA’s shareholders with respect to the potential transaction described in this Current Report on Form 8-K. Information

about the persons who may, under SEC rules, be deemed to be participants in the solicitation of FERA’s shareholders in connection

with the potential transaction will be set forth in FERA’s registration statement on Form S-4 or Form F-4, as applicable, containing

the preliminary proxy statement/prospectus when it is filed with the SEC. Such shareholders will be able to obtain copies of the preliminary

proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, once available, free of

charge at the SEC’s website at www.sec.gov or by directing a request to: Fifth Era Acquisition Corp I, PO Box 1093, Boundary Hall

Cricket Square, Grand Cayman KY1-1102.

No Offer or Solicitation

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

of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and does not constitute

an offer to sell or a solicitation of an offer to buy the securities of FERA, the Company or Holdco, nor will there be any sale of any

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

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

Forward Looking Statements

Certain statements made herein are not historical

facts but are forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act

of 1995. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations,

hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other

characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,”

“believe,” “continue,” “could,” “estimate,” “expect,” “intends,”

“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”

“should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words

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

future events, the Business Combination between FERA and the Company, the likelihood and ability or timing of the parties to successfully

consummate the Business Combination, any anticipated future results and benefits of Holdco following the Business Combination, including

future opportunities for Holdco, and other statements that are not historical facts. These statements are based on the current expectations

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

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

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

from assumptions. Many actual events and circumstances are beyond the control of FERA and the Company. These statements are subject to

a number of risks and uncertainties regarding the Company’s and FERA’s businesses and the Business Combination, and actual

results may differ materially. These risks and uncertainties include, but are not limited to, general economic, political and business

conditions; the inability of the parties to consummate the Business Combination or the occurrence of any event, change or other circumstances

that could give rise to the termination of the Business Combination Agreement; the outcome of any legal proceedings, government and/or

regulatory proceedings, investigations or inquiries that may be instituted against the parties following the announcement of the Business

Combination; the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with

the Business Combination; the risk that the approval of the shareholders of FERA or the Company for the potential transaction is not obtained;

failure to realize the anticipated benefits of the Business Combination, including as a result of a delay in consummating the potential

transaction or difficulty in integrating the businesses of FERA and the Company; the risk that the Business Combination disrupts current

plans and operations as a result of the announcement and consummation of the Business Combination; the ability of Holdco to grow and manage

growth profitably and retain its key employees; the amount of redemption requests made by FERA’s shareholders which could leave

the combined company with insufficient cash to grow its business; the inability to obtain or maintain the listing of the post-acquisition

company’s securities on Nasdaq following the Business Combination; costs related to the Business Combination; and those factors

discussed in FERA’s final prospectus relating to its initial public offering, dated February 27, 2025, and other filings with the

SEC. There may be additional risks that FERA presently does not know or that FERA currently believes are immaterial that could also cause

actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide FERA’s

expectations, plans or forecasts of future events and views as of the date of this communication. FERA anticipates that subsequent events

and developments will cause FERA’s assessments to change. However, while FERA may elect to update these forward-looking statements

at some point in the future, FERA specifically disclaims any obligation to do so. You should not rely on these forward-looking statements

as representing FERA’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should

not be placed upon the forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description

2.1*

Business Combination Agreement, dated as of April 7, 2026, by and among Fifth Era Acquisition Corp I, Miotal SPAC HoldCo, Inc., PENNY Merger Sub, Inc. and SMT Holdings Limited.

10.1

Sponsor Support Agreement, dated as of April 7, 2026, by and among Fifth Era Acquisition Corp I, Fifth Era Acquisition Sponsor I LLC, and SMT Holdings Limited.

10.2

Form of Registration Rights Agreement.

10.3

Form of Lock-Up Agreement.

10.4

Form of Share Exchange Agreement.

99.1

Press Release, dated April 8, 2026.

104

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

Certain of the exhibits and schedules have been omitted from this

filing pursuant to Item 601(a)(5) of Regulation S-K and will be furnished to the Securities and Exchange Commission upon request. Exhibits A, B, C and D to the Business Combination Agreement have been omitted from Exhibit 2.1, as such exhibits

are filed as Exhibits 10.1, 10.4, 10.3 and 10.2 hereto, respectively.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

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

Date: April 8, 2026

FIFTH ERA ACQUISITION CORP I

By:

/s/ Mitchell Mechigian

Name:

Mitchell Mechigian

Title:

Chief Executive Officer

EX-2.1 — BUSINESS COMBINATION AGREEMENT, DATED AS OF APRIL 7, 2026, BY AND AMONG FIFTH ERA ACQUISITION CORP I, MIOTAL SPAC HOLDCO, INC., PENNY MERGER SUB, INC. AND SMT HOLDINGS LIMITED

EX-2.1

Filename: ea028557701ex2-1.htm · Sequence: 2

Exhibit 2.1

Execution

BUSINESS COMBINATION AGREEMENT

BY AND AMONG

FIFTH ERA ACQUISITION CORP I,

SMT HOLDINGS LIMITED,

FOLLOWING THE EXECUTION OF THE HOLDCO JOINDER,

MIOTAL SPAC HOLDCO, INC.,

AND, FOLLOWING THE EXECUTION OF THE MERGER SUB

JOINDER, PENNY MERGER SUB, INC.

DATED AS OF APRIL 7, 2026

TABLE OF CONTENTS

Page

Article I THE MERGER

Section 1.01

Merger

Section 1.02

Merger Effective Time

Section 1.03

Effect of the Merger.

Section 1.04

Organizational Documents; Directors and Officers

Section 1.05

Effects of the Merger on FERA Securities

Section 1.06

Treasury Stock

Section 1.07

Dissenting Shares

Section 1.08

Surrender of Certificates and Disbursement

Section 1.09

Taking of Necessary Action; Further Action

Section 1.10

Amended Holdco Organizational Documents

Article II EXCHANGE

Section 2.01

Exchange of Company Shares

Section 2.02

Exchange Consideration

Section 2.03

Withholding

Article III CLOSING

Section 3.01

Closing

Article IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY, HOLDCO and MERGER SUB

Section 4.01

Organization and Standing

Section 4.02

Authorization; Binding Agreement

Section 4.03

Capitalization

Section 4.04

Subsidiaries

Section 4.05

No Conflict; Governmental Consents and Filings

Section 4.06

Financial Statements

Section 4.07

Undisclosed Liabilities

Section 4.08

Absence of Certain Changes

Section 4.09

Compliance with Laws

Section 4.10

Company Permits

Section 4.11

Litigation

Section 4.12

Contracts

Section 4.13

Intellectual Property

Section 4.14

Taxes and Returns

Section 4.15

Real Property

Section 4.16

Personal Property; Title to Metal Stockpile

Section 4.17

Insurance

Section 4.18

Business Activities; Employees; Benefits Plan

Section 4.19

Transactions with Related Persons

Section 4.20

Certain Business Practices

Section 4.21

Investment Company Act

Section 4.22

Finders and Brokers

Section 4.23

Independent Investigation

Section 4.24

Information Supplied

Section 4.25

VDR and Diligence Responses

Section 4.26

No Additional Representations or Warranties

Article V REPRESENTATIONS AND WARRANTIES OF FERA

Section 5.01

Organization and Standing

Section 5.02

Authorization; Binding Agreement

Section 5.03

Governmental Approvals

Section 5.04

Non-Contravention

Section 5.05

Capitalization

Section 5.06

SEC Filings and FERA Financials; Internal Controls

Section 5.07

Absence of Certain Changes

Section 5.08

Undisclosed Liabilities

Section 5.09

Compliance with Laws

Section 5.10

Legal Proceedings; Orders; Permits

Section 5.11

Taxes and Returns

Section 5.12

Properties

Section 5.13

Investment Company Act

Section 5.14

Trust Account

Section 5.15

Finders and Brokers

Section 5.16

Certain Business Practices

Section 5.17

Insurance

Section 5.18

Information Supplied

Section 5.19

Independent Investigation

Section 5.20

Employees; Benefit Plans

Section 5.21

Transactions with FERA Related Persons

Section 5.22

No Additional Representations or Warranties

Article VI COVENANTS

Section 6.01

Access and Information; Cooperation

Section 6.02

Conduct of Business of the Company Group

Section 6.03

Conduct of Business of FERA

Section 6.04

Additional Financial Information

Section 6.05

FERA Public Filings

Section 6.06

Nasdaq Listing

Section 6.07

No Solicitation

Section 6.08

No Trading

Section 6.09

Notification of Certain Matters

Section 6.10

Efforts

Section 6.11

Trust Account

Section 6.12

Tax Matters

Section 6.13

Further Assurances

Section 6.14

The Preparation of Proxy Statement/Registration Statement; Shareholders’ Meeting and Approvals

Section 6.15

Public Announcements

Section 6.16

Confidential Information

Section 6.17

Post-Closing Board of Directors and Executive Officers

Section 6.18

Indemnification of Directors and Officers; Tail Insurance

Section 6.19

Transaction Costs

Section 6.20

Affiliate Arrangements

Section 6.21

Transfer Restriction

Section 6.22

Cooperation Regarding Beneficial Ownership

Section 6.23

Extension Amendment

Section 6.24

Share Exchange Agreements

Section 6.25

Lock-Up Agreement

Section 6.26

Joinder

Article VII CLOSING CONDITIONS

Section 7.01

Conditions to Each Party’s Obligations

Section 7.02

Conditions to Obligations of the Company

Section 7.03

Conditions to Obligations of FERA

Section 7.04

Frustration of Conditions

Article VIII TERMINATION AND EXPENSES

Section 8.01

Termination

Section 8.02

Effect of Termination

Section 8.03

Transaction Expenses

Article IX MISCELLANEOUS

Section 9.01

No Survival

Section 9.02

Notices

Section 9.03

Binding Effect; Assignment

Section 9.04

Third Parties

Section 9.05

Governing Law

Section 9.06

Jurisdiction

Section 9.07

Waiver of Jury Trial

Section 9.08

Specific Performance; Remedies

Section 9.09

Severability

Section 9.10

Amendment; Waiver

Section 9.11

Entire Agreement

Section 9.12

Interpretation

Section 9.13

Counterparts

Section 9.14

Waiver of Claims Against Trust

Section 9.15

Non-Recourse

Section 9.16

Disclosure Letters

Article X DEFINITIONS

Section 10.01

Certain Definitions

iii

EXHIBITS:

Exhibit A

–

Sponsor Support Agreement

Exhibit B

–

Form of Share Exchange

Agreement

Exhibit C

–

Lock-Up Agreements

Exhibit D

–

Registration Rights Agreement

Exhibit E

–

Form of Plan of Merger

Exhibit F

–

Testing Standard

Exhibit G

–

Form of Holdco Joinder

Exhibit H

–

Form of Merger Sub Joinder

SCHEDULES:

Schedule A

–

Purchased Shares

Schedule B

–

Lock-Up Agreement Shareholders

BUSINESS COMBINATION

AGREEMENT

This Business Combination

Agreement (this “Agreement”) is made and entered into as of April 7, 2026 (the “Signing Date”),

by and among, Fifth Era Acquisition Corp I, a Cayman Islands exempted company (“FERA”), SMT Holdings Limited, an Abu

Dhabi Global Market Private Company Limited by Shares (the “Company”), and, upon executing and delivering the

Holdco Joinder to FERA, Miotal SPAC HoldCo, Inc., a Cayman Islands exempted company (“Holdco”) and, upon executing

and delivering the Merger Sub Joinder to FERA, PENNY Merger Sub, Inc., a Cayman Islands exempted company (“Merger Sub”

and together with the Company and Holdco, the “Company Group”). Holdco, FERA, Merger Sub and the Company are sometimes

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

RECITALS:

WHEREAS, FERA is a

blank check company incorporated on May 22, 2024, as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation,

share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities

and is listed on Nasdaq (as defined below), with the FERA Class A Ordinary Shares trading under the symbol “FERA”, the

FERA Rights trading under the symbol “FERAR,” and the FERA Units trading under the symbol “FERAU”;

WHEREAS, the Company

is a private company limited by shares incorporated in the Abu Dhabi Global Market on May 21, 2024, established as a special purpose

vehicle for the purpose of holding ownership of equity and non-equity assets, including shares, debentures, bonds and other forms of security,

as well as real property, intellectual property and other tangible and intangible assets;

WHEREAS, Holdco will

be a newly formed, wholly owned, direct Subsidiary (as defined below) of the Company, and is being formed for the purpose of consummating

the Transactions (as defined below), including acting as the publicly traded company for the Company and FERA after the Closing (as defined

below);

WHEREAS, Merger Sub

will be a newly formed, wholly-owned, direct Subsidiary of Holdco, and is being formed for the sole purpose of consummating the Transactions,

including the Merger (as defined below);

WHEREAS, the Company

shall cause each of (i) Holdco to execute the Holdco Joinder, and (ii) Merger Sub to execute the Merger Sub Joinder, and cause such joinders

to be delivered to FERA on the Holdco Incorporation Date;

WHEREAS, Holdco, upon

the execution and delivery of the Holdco Joinder Agreement, and Merger Sub, upon the execution and delivery of the Merger Sub Joinder

Agreement, shall be deemed for all purposes to be a party to this Agreement as of the date of such execution and delivery and shall be

fully bound by, and subject to, all of the covenants, terms, rights, obligations and conditions of this Agreement applicable to such Party

in the same manner as if such Party were an original signatory hereto, and the representations and warranties of such Party contained

herein shall be deemed to have been made by such Party as of such date (or such later date as may be expressly specified in such representation

and warranties);

WHEREAS, prior to the

execution of the Holdco Joinder Agreement and the Merger Sub Joinder Agreement, neither Holdco nor Meger Sub shall be a Party to this

Agreement and shall make no representations or warranties hereunder and shall have no rights or obligations hereunder until each of the

Holdco Joinder Agreement and the Merger Sub Joinder Agreement is executed by Holdco and the Merger Sub, as applicable, and delivered to

FERA;

WHEREAS, immediately

prior to the Merger (as defined below) each right to receive one-tenth (1/10) of one FERA Class A Ordinary Share (a “FERA

Right”) issued pursuant to a FERA Unit and FERA Private Placement Unit (as defined below) outstanding immediately prior to the

Merger Effective Time will be converted into the right to receive one-tenth (1/10) of one FERA Class A Ordinary Shares (as defined

below) (rounded down to the nearest whole share) (the “Exercise”);

WHEREAS, on the terms

and subject to the satisfaction or waiver of the conditions of this Agreement, Merger Sub will merge with and into FERA with FERA being

the Surviving Company (as defined below) and a wholly-owned, direct Subsidiary of Holdco (the “Merger”) and as

a result of the Merger each Class A ordinary share of FERA, par value $0.0001 per share, after giving effect to the Exercise,

(a “FERA Class A Ordinary Share”), and each Class B ordinary share of FERA, par value $0.0001 per

share (a “FERA Class B Ordinary Share”), issued and outstanding immediately prior to the Merger Effective

Time (as defined below) will be converted into the right to receive one ordinary share of Holdco, par value $0.0001 per share (a “Holdco

Ordinary Share”);

WHEREAS, on or before

the date hereof, holders representing at least 99% of the issued and outstanding ordinary shares (the “Company Shares”)

of the Company (the “Shareholders”), have executed and delivered a Share Exchange Agreement with Holdco, in the form

attached as Exhibit B hereto, pursuant to which each such Shareholder shall exchange its Company Shares for Holdco Ordinary

Shares in accordance with the terms thereof (the “Exchange” and, together with the Merger, the “Merger/Exchange”),

following which the Company shall be a wholly-owned, direct Subsidiary of Holdco;

WHEREAS, in connection

with the vote on the Proposals (as defined below) at the FERA Shareholders’ Meeting (as defined below) and in accordance with FERA’s

Organizational Documents (as defined below), FERA shall provide an opportunity for FERA Shareholders (as defined below) to have their

issued and outstanding FERA Class A Ordinary Shares issued as part of the FERA Units (the “FERA Public Shares”)

redeemed on the terms and subject to the satisfaction or waiver (to the extent legally permissible) of the conditions set forth in this

Agreement and FERA’s Organizational Documents;

WHEREAS, each of the

Parties intends, for U.S. federal income tax purposes, that the Merger/Exchange shall, collectively and including any private placement

of Holdco Ordinary Shares pursuant to any Equity PIPE (as defined below), constitute an exchange of property for Holdco Ordinary Shares

governed by the provisions of Section 351 of the Code (as defined below) (the “Intended Tax Treatment”);

WHEREAS, the board

of directors of FERA (the “FERA Board”) has unanimously (i) determined that it is in the best interests of FERA

and declared it advisable, to enter into this Agreement and the Ancillary Documents (as defined below) to which it is a party, (ii) authorized

and approved, among other things, this Agreement and the Ancillary Documents to which it is a party and the Transactions, on the terms

and subject to the satisfaction or waiver (to the extent legally permissible) of the conditions of this Agreement and the Ancillary Documents,

(iii) approved the Transactions as a Business Combination, and (iv) passed a resolution recommending that the Proposals (as

defined below) be approved by the holders of FERA Ordinary Shares;

WHEREAS, the board

of directors of the Company (the “Company Board”) has unanimously (i) determined that it is in the best interests

of the Company, and declared it advisable, to enter into this Agreement and the Ancillary Documents to which it is a party, (ii) authorized

and approved, among other things, this Agreement and the Ancillary Documents to which it is a party and the Transactions, on the terms

and subject to the satisfaction or waiver (to the extent legally permissible) of the conditions of this Agreement and the Ancillary Documents,

and (iii) passed a resolution recommending that this Agreement and the Ancillary Documents to which it is a party and the Transactions,

including the Merger/Exchange;

WHEREAS, promptly following

the Holdco Incorporation Date, each of Holdco and Meger Sub will deliver evidence to FERA that each of the respective board of directors

of such entity has (i) determined that it is in the best interests of such Party, and declared it advisable, to enter into this Agreement

and the Ancillary Documents to which such Party is a party and the Transactions, on the terms and subject to the satisfaction or waiver

(to the extent legally permissible) of the conditions of this Agreement and the Ancillary Documents, and (ii) authorized and approved

this Agreement and the Ancillary Documents to which such Party is a party and the Transactions, on the terms and subject to the satisfaction

or waiver (to the extent legally permissible) of the conditions of this Agreement and the Ancillary Documents;

WHEREAS, as a condition

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

this Agreement, the Sponsor (as defined below) and the other Parties thereto have executed and delivered to the Company the Sponsor Support

Agreement (as defined below), attached as Exhibit A hereto;

WHEREAS, as a condition

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

this Agreement, each member of the Company Group, of the Sponsor, and each of the Shareholders set forth on Schedule B hereto

will enter into a Lock-Up Agreement, substantially in the form attached as Exhibit C hereto (collectively, the “Lock-Up

Agreements”), which Lock-Up Agreements shall become effective as of the Closing;

WHEREAS, in connection

with the consummation of the Merger/Exchange, simultaneously with the Closing, the Sponsor, Cantor, FERA, Holdco and the other parties

listed on the signature pages thereto will enter into a Registration Rights Agreement of FERA (the “Registration Rights

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

NOW, THEREFORE, the

Parties agree as follows:

Article I

THE MERGER

Section 1.01 Merger.

Upon

the terms and subject to the satisfaction or waiver (to the extent legally permissible) of the conditions of this Agreement and the Plan

of Merger (as defined below), on the Closing Date (as defined below) and in accordance with the applicable provisions of the Companies

Act (as revised) of the Cayman Islands (the “Cayman Companies Act”), Merger Sub and FERA shall consummate the

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

shall cease and FERA shall continue as the surviving company (sometimes referred to herein for the periods at and after the Merger Effective

Time as the “Surviving Company”) and a wholly-owned Subsidiary of Holdco.

Section 1.02 Merger

Effective Time.

(a) On

the Closing Date, Merger Sub and FERA shall execute a Plan of Merger in the form attached as Exhibit E hereto (the “Plan

of Merger”), and the Parties shall file the Plan of Merger and such other documents as required by the Cayman Companies Act

with the Registrar of Companies of the Cayman Islands as provided in the Cayman Companies Act. The Merger shall become effective at the

time on the Closing Date when the Plan of Merger is registered by the Registrar of Companies of the Cayman Islands (or such other date

and time as specified in accordance with the Plan of Merger) (the “Merger Effective Time”).

(b) Subject

to ‎Section 6.20, at Closing, Holdco shall pay, or cause to be paid, by wire transfer of immediately available funds,

all FERA Transaction Costs (as defined below) and Company Transaction Costs (as defined below), to the extent not paid prior to the Closing.

Section 1.03 Effect

of the Merger.

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

of the Cayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time, all

the business, undertaking, goodwill, benefits, immunities, property, rights, privileges, agreements, powers and franchises, debts, Liabilities

(as defined below), duties and obligations of each of Merger Sub and FERA shall become the business, undertaking, goodwill, benefits,

immunities, property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of the Surviving

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

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

Section 1.04 Organizational

Documents; Directors and Officers.

(a) At

the Merger Effective Time, the memorandum and articles of association of the Surviving Company shall be the memorandum and articles of

association of FERA as in effect immediately prior to the Merger Effective Time. Promptly after the Closing, the Surviving Company shall

adopt a new memorandum and articles of association substantially in the form of the memorandum and articles of association of Merger

Sub as in effect immediately prior to the Merger Effective Time, as the memorandum and articles of association of the Surviving Company;

provided, that (i) references therein to the name of the Surviving Company shall be amended to be “Miotal” and (ii) references

therein to the authorized share capital of the Surviving Company shall be amended to refer to the authorized share capital of the Surviving

Company, if necessary.

(b) At

the Merger Effective Time, the members of the board of directors and the executive officers of the Surviving Company shall be the same

as the members of the board of directors and the executive officers of Holdco, after giving effect to Section 6.18 of this

Agreement, each to hold office in accordance with the Organizational Documents of the Surviving Company until their respective successors

are duly elected or appointed and qualified.

Section 1.05 Effects

of the Merger on FERA Securities.

virtue of the Merger and without any action on the part of any Party or the holders of securities of FERA, Merger Sub or Holdco:

(a) immediately

prior to the Merger Effective Time, each FERA Unit and FERA Private Placement Unit issued and outstanding immediately prior to the Merger

Effective Time shall be automatically detached, and the holder thereof shall be deemed to hold one FERA Class A Ordinary Share and

one FERA Right in accordance with the terms of the applicable FERA Unit or FERA Private Placement Unit (the “Unit Separation”).

The underlying FERA Class A Ordinary Shares and FERA Rights held or deemed to be held following the Unit Separation shall be converted

in accordance with the applicable terms of this ‎Section 1.05 of this Agreement;

(b) at

the Merger Effective Time, each FERA Ordinary Share issued and outstanding immediately prior to the Merger Effective Time (including

each FERA Class A Ordinary Share held as a result of the Unit Separation, but excluding any Redemption Shares (as defined below)

and any FERA Dissenting Shares (as defined below)) shall, subject to the terms and satisfaction or waiver (to the extent legally permissible)

of the conditions of this Agreement, be automatically cancelled and converted into the right to receive one Holdco Ordinary Share;

prior to the Merger Effective Time, each FERA Right issued and outstanding immediately prior to the Merger Effective Time shall, subject

to the terms and satisfaction or waiver (to the extent legally permissible) of the conditions of this Agreement, be automatically cancelled

and converted into the right to receive one-tenth (1/10th) of a FERA Class A Ordinary Share; provided, that no fractional

FERA Class A Ordinary Shares will be issued upon the exchange of such FERA Rights such that if a holder of FERA Rights would be entitled

to receive a fraction of a FERA Class A Ordinary Share upon the exchange, the number of FERA Class A Ordinary Shares to be issued to

such holder shall be rounded down to the nearest whole number of FERA Class A Ordinary Shares;

(d) each

FERA Public Share issued and outstanding immediately prior to the Merger Effective Time with respect to which a FERA Shareholder has

validly exercised its redemption rights in connection with the shareholder vote on the FERA Shareholder Approval Matters in accordance

with FERA’s Organizational Documents (collectively, the “Redemption Shares”) shall not be converted into

or become a Holdco Ordinary Share, and shall, at the Merger Effective Time, be converted into the right to receive, solely from the Trust

Account in accordance with FERA’s Organizational Documents and the Trust Agreement, in cash, an amount per share equal to the aggregate

amount then in deposit in the Trust Account calculated as of two (2) Business Days prior to the Closing, including interest earned

on the Trust Account (such interest shall be net of Taxes payable) and not previously released to FERA to pay its Taxes, divided by the

number of then issued FERA Public Shares. As promptly as practicable after the Merger Effective Time, FERA shall cause such cash payments

to be made in respect of each such Redemption Share. As of the Merger Effective Time, all such Redemption Shares shall no longer be outstanding

and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Redemption Share (or related certificate

or book-entry shares) shall cease to have any rights with respect thereto, except the right to receive the cash payments the Trust Account

referred to in the immediately preceding sentence; and

(e) at

the Merger Effective Time, each Merger Sub Ordinary Share issued and outstanding immediately prior to the Merger Effective Time shall

be automatically cancelled and converted into an equal number of Class A ordinary shares of the Surviving Company, par value $0.0001,

and shall constitute the only outstanding share capital of the Surviving Company.

Section 1.06 Treasury

Stock.

the Merger Effective Time, if there are any FERA Securities (as defined below) that are owned by such entity as treasury shares or owned

by any direct or indirect Subsidiary (if any) of such entity immediately prior to the Merger Effective Time, such FERA Securities and

any certificates formerly representing any such FERA Securities shall be automatically cancelled and shall cease to exist without any

conversion thereof or payment therefor.

Section 1.07 Dissenting

Shares.

(a) Notwithstanding

any provision of this Agreement to the contrary and to the extent available under the Cayman Companies Act, the FERA Ordinary Shares

that are issued and outstanding immediately prior to the Merger Effective Time and that are held by FERA Shareholders who shall have

demanded properly in writing dissenters’ rights for such FERA Ordinary Shares in accordance with Section 238 of the Cayman

Companies Act and otherwise complied with all of the provisions of the Cayman Companies Act relevant to the exercise and perfection of

dissenters’ rights (the “FERA Dissenting Shares” and the holders of such FERA Dissenting Shares being the “FERA

Dissenting Shareholders”) shall be automatically cancelled and cease to exist at the Merger Effective Time and shall thereafter

represent only the right to be paid by FERA the fair value of such FERA Dissenting Shares and such other rights provided pursuant to

Section 238 of the Cayman Companies Act and shall not be converted into, and such FERA Dissenting Shareholders shall have no right

to receive, Holdco Ordinary Shares, unless and until such shareholder fails to perfect or withdraws or otherwise loses his, her or its

right to dissenters’ rights under the Cayman Companies Act.

(b) The

FERA Ordinary Shares owned by any FERA Shareholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its

dissenters’ rights pursuant to the Cayman Companies Act shall be cancelled and converted into, and to have become exchangeable

for, as of the Merger Effective Time, the right to receive the applicable Holdco Ordinary Shares pursuant to ‎Section 1.05(b)

of this Agreement, without any interest thereon.

to the Closing, FERA shall give the Company (i) prompt notice of any demands for dissenters’ rights received by FERA and any

withdrawals of such demands and (ii) the opportunity to participate in and direct all negotiations and proceeding with respect to

such demands. FERA shall not make any payment with respect to any demands for dissenters’ rights or offer to settle or settle any

such demands without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed).

(d) If

any FERA Shareholder gives to FERA, before the FERA Shareholder Approval is obtained at the FERA Shareholders’ Meeting, written

objection to the Merger (each, a “Written Objection”) in accordance with Section 238(2) of the Cayman Companies

Act (a) FERA shall, in accordance with Section 238(4) of the Cayman Companies Act, promptly give written notice of the authorization

of the Merger (the “Authorization Notice”) to each such FERA Shareholder who has made a Written Objection, and

(b) FERA and the Company may, but are not obliged to, delay the commencement of the Closing and the filing of the Plan of Merger

with the Registrar of Companies of the Cayman Islands, until at least twenty (20) days shall have elapsed since the date on which

the Authorization Notice is given (being the period allowed for written notice of an election to dissent under Section 238(5) of

the Cayman Companies Act, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction

or waiver of all of the conditions set forth in ‎Article VII.

Section 1.08 Surrender

of Certificates and Disbursement.

(a) Prior

to the Merger Effective Time, Holdco shall appoint Continental Stock Transfer & Trust Company, or if Continental Stock Transfer &

Trust Company becomes unavailable, another agent reasonably acceptable to Holdco and FERA (the “Exchange Agent”),

for the purpose of disbursing Holdco Ordinary Shares.

(b) At

or prior to the Merger Effective Time, Holdco shall deposit, or cause to be deposited, with the Exchange Agent, (i)(A) the Merger

Consideration (as defined below) to be disbursed to FERA Shareholders (B) the Holdco Ordinary Shares to be disbursed to FERA Rightholders

(the “Conversion Shares”) and (ii) the Exchange Consideration (as defined below) to be disbursed to the

Shareholders, in each case, in accordance with the terms hereof.

(i) At

or prior to the Merger Effective Time, Holdco shall send a letter of transmittal for use in the Merger, in a form to be mutually agreed

upon by Holdco and FERA (the “Letter of Transmittal”) (which shall specify that the delivery of the exchanged

shares of Holdco Ordinary Shares shall be effected, and risk of loss and title shall pass, only upon proper delivery of a properly completed

and duly executed Letter of Transmittal and Transmittal Documents (as defined below), if any (or a Lost Certificate Affidavit (as defined

below)), to the Exchange Agent for use in the Merger.

(ii) Each

FERA Shareholder shall be entitled to receive its share of the Merger Consideration, in accordance with the terms hereof in respect of

the FERA Ordinary Shares, tendered for exchange, within thirty (30) days after the Merger Effective Time, but subject to the delivery

to the Exchange Agent of each of the following items prior thereto (collectively, the “Transmittal Documents”):

(i) the FERA Certificate(s), if any, for its FERA Ordinary Shares (or a Lost Certificate Affidavit), and/or a properly completed

and duly executed Letter of Transmittal and (ii) such other documents as may be reasonably requested by the Exchange Agent, Holdco

or FERA. Until so surrendered, each FERA Security Certificate shall represent, after the Merger Effective Time for all purposes only,

the right to receive such portion of the Merger Consideration attributable to such FERA Security Certificate.

to the Merger Effective Time, the Company shall direct each FERA Rightholder to return its FERA Right Certificate (physically or electronically)

to the Exchange Agent. Upon receipt of a valid FERA Right Certificate, the Company shall issue to such FERA Rightholder the number of

Conversion Shares to which he, she or it is entitled pursuant to ‎Section 1.05(c).

(d) If

any portion of the Merger Consideration or Conversion Shares is to be delivered or issued to a Person (as defined below) other than the

Person in whose name the surrendered FERA Certificate is registered immediately prior to the Merger Effective Time, it shall be a condition

to such delivery that: (i) the transfer of such FERA Ordinary Shares or FERA Rights, as the case may be, shall have been permitted

in accordance with the terms of FERA’s Organizational Documents, the FERA Share Rights Agreement and any shareholders or similar

agreement with respect to FERA, as the case may be, each as in effect immediately prior to the Merger Effective Time, (ii) such

FERA Certificate shall be properly endorsed or shall otherwise be in proper form for transfer, and (iii) the Person requesting such

delivery shall pay to the Exchange Agent any Transfer Taxes (as defined below) or other Taxes (as defined below) required as a result

of such delivery to a Person other than the registered holder of such FERA Certificate or establish to the satisfaction of the Exchange

Agent that such Tax has been paid or is not payable.

(e) Notwithstanding

anything to the contrary contained herein, in the event that any FERA Certificate shall have been lost, stolen or destroyed, in lieu

of delivery of a FERA Certificate to the Exchange Agent, the FERA Shareholder or FERA Rightholder may instead deliver to the Exchange

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

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

stolen or destroyed FERA Certificate deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be

made against Holdco, FERA, the Company or the Surviving Company with respect to the FERA Ordinary Shares or FERA Share Rights represented

by the FERA Certificates alleged to have been lost, stolen or destroyed. Any Lost Certificate Affidavit properly delivered in accordance

with this ‎Section 1.08(f) of this Agreement shall be treated as an applicable FERA Certificate for all purposes of this

Agreement.

(f) After

the Merger Effective Time, there shall be no further registration of transfers of any FERA Ordinary Share or FERA Right. If, after the

Merger Effective Time, the Transmittal Documents are presented to Holdco, FERA or the Exchange Agent, the FERA Ordinary Shares or FERA

Rights, and any FERA Certificates representing such FERA Ordinary Shares or FERA Rights shall be cancelled and exchanged for the applicable

portion of the Merger Consideration or Conversion Shares, and in accordance with the procedures set forth in this ‎Section 1.08

of this Agreement. No dividends or other distributions declared or made after the Signing Date with respect to Holdco Ordinary Shares,

with a record date after the Merger Effective Time, will be paid to the holders of any FERA Ordinary Shares that have not yet been surrendered

or exchanged with respect to the Holdco Ordinary Shares to be issued upon surrender thereof until the holders of record of such FERA

Ordinary Shares shall surrender such FERA Ordinary Shares.

(g) All

securities issued upon the surrender of Company Securities, FERA Securities or FERA Rights in accordance with the terms hereof shall

be deemed to have been issued in full satisfaction of all rights pertaining to such Company Securities, FERA Securities or FERA Rights.

Any portion of the Exchange Consideration, Merger Consideration or Conversion Shares to be disbursed to FERA Rightholders made available

to the Exchange Agent pursuant to this ‎Section 1.08 of this Agreement that remains unclaimed by the applicable holder

two (2) years after the Closing Date shall be returned to Holdco, upon demand, and any such holder that has not exchanged its Company

Securities, FERA Securities or FERA Rights for the applicable portion of the Exchange Consideration, Merger Consideration or Conversion

Shares of this Agreement prior to that time shall thereafter look only to Holdco for payment of the portion of the Exchange Consideration,

Merger Consideration or Conversion Shares without any interest thereon (but with any dividends paid with respect thereto, if applicable).

Notwithstanding the foregoing, none of Holdco, FERA, the Company, the Surviving Company 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.

(h) Notwithstanding

anything to the contrary contained herein, no fraction of a Holdco Ordinary Share will be issued by virtue of the Merger, the Exchange

or the Transactions, and each Person that would otherwise be entitled to a fraction of a Holdco Ordinary Share (after aggregating all

fractional shares of Holdco Ordinary Shares that otherwise would be received by such holder), shall instead have the number of Holdco

Ordinary Shares issued to such Person rounded down in the aggregate to the nearest whole share of Holdco Ordinary Shares.

Section 1.09 Taking

of Necessary Action; Further Action.

If,

at any time after the Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement,

and to vest Holdco or the Surviving Company with full right, title and possession to all assets, property, rights, privileges, powers

and franchises of the Company and FERA, the officers and directors of Holdco, the Company, FERA and Merger Sub are fully authorized in

the name of their respective corporations, limited liability companies or otherwise to take, and will use their reasonable best efforts

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

Section 1.10 Amended

Holdco Organizational Documents.

Subject

to obtaining FERA Shareholder Approval and subject to the satisfaction or waiver of the other conditions of this Agreement, upon the

Merger Effective Time, Holdco shall amend and restate its Organizational Documents in a form of public company articles of association

to be mutually and reasonably agreed by FERA and the Company and to provide, among other things, for size and structure of Holdco’s

board of directors immediately after the Closing (the “Post-Closing Holdco Board”) in accordance with Section 6.17

of this Agreement (the “Amended Holdco Memorandum and Articles of Association”), until thereafter changed or

amended as provided therein or by applicable Law.

Article II

EXCHANGE

Section 2.01 Exchange

of Company Shares.

Promptly

after the Merger Eﬀective Time, and upon the terms and subject to the satisfaction or waiver of the conditions of this Agreement

and the Share Exchange Agreements, Holdco shall purchase, acquire and accept from each of the Shareholders that number of Company Shares

set forth opposite such Shareholder’s name on Schedule A hereto (collectively, the “Purchased Shares”),

free and clear of all Liens (as defined below) (other than potential restrictions on resale under applicable securities Laws (as

defined below)) and with all rights attaching to the Purchased Shares.

Section 2.02 Exchange

Consideration.

(a) Upon

the terms and subject to the satisfaction or waiver (to the extent legally permissible) of the conditions of this Agreement and the Share

Exchange Agreements, in full payment for the Purchased Shares, Holdco shall issue and deliver to the Shareholders an aggregate number

of Holdco Ordinary Shares (collectively, the “Exchange Shares”) with an aggregate value equal to Ten Billion

U.S. Dollars ($10,000,000,000) (the “Exchange Consideration”), with each Holdco Ordinary Share valued at $10.00

per share (as equitably adjusted for share splits, share dividends, combinations, recapitalizations and the like after the Closing).

The number of Exchange Shares issued and delivered by Holdco to each Shareholder immediately after the Merger Eﬀective Time shall

be determined in accordance with this ‎Section 2.02 of this Agreement, with each Shareholder receiving its pro rata share

of the Exchange Shares based on the number of Purchased Shares owned by such Shareholder, divided by the total number of Purchased Shares

owned by all Shareholders as set forth opposite the name of each Shareholder on Schedule A hereto.

Section 2.03 Withholding.

FERA,

Holdco, Merger Sub, the Company and the Exchange Agent, as applicable, shall be entitled to deduct and withhold (or cause to be deducted

or withheld) from any amount payable pursuant to this Agreement such amounts that are required to be deducted and withheld therefrom

under the Code or any other applicable provision of U.S. federal, state, local or non-U.S. Law. The parties shall cooperate in good faith

to reduce or eliminate any such deduction or withholding. To the extent that any amounts are so deducted and withheld and paid over to

the appropriate Governmental Authority, the amount so deducted or withheld shall be treated for all purposes of this Agreement as having

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

Article III

CLOSING

Section 3.01 Closing.

Subject

to the satisfaction or waiver (to the extent legally permissible) of the conditions set forth in ‎Article VII, the consummation

of the Transactions (other than the Transactions that by their nature are to be satisfied prior to the Closing) (the “Closing”)

shall take place by electronic exchange of documents and signatures at a time and date to be specified in writing by the Parties. The

specified date shall be no later than the third (3rd) Business Day after all the Closing conditions in ‎Article VII

have been satisfied or waived (to the extent legally permissible) (other than those conditions that by their nature are to be satisfied

at the Closing, but subject to the satisfaction or waiver (to the extent legally permissible) of those conditions), or at such other

date, time or place (including remotely) as FERA and the Company may agree (the date and time at which the Closing is actually held being

the “Closing Date”).

Article IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY, HOLDCO and MERGER SUB

Except

as set forth in the disclosure letters dated as of the Signing Date delivered by the Company to FERA (the “Company Disclosure

Letter”), the Company, as of the Signing Date, Holdco, as of the Holdco Joinder Date, and Merger Sub, as of the Merger Sub

Joinder Date, jointly and severally, represents and warrants to FERA, as of such date and as of the Closing (unless otherwise set forth

below with respect to the representations and warranties which are given only as of a specific date), as follows:

Section 4.01 Organization

and Standing.

(a) The

Company is an Abu Dhabi Global Market Private Company Limited by Shares duly formed, validly existing and in good standing under the

Abu Dhabi Global Market Companies Regulation 2020 (as amended). Holdco and Merger Sub are each an exempted company duly incorporated,

validly existing and in good standing with the Registrar of Companies in the Cayman Islands.

(b) Each

of Holdco, Merger Sub and the Company have all requisite corporate power and authority to own, lease and operate its properties and to

carry on its business as now being conducted, except where the failure to have all requisite corporate power and authority would not,

individually, or in the aggregate, be material to the Company Group.

of Holdco, Merger Sub and the Company are duly qualified or licensed in the jurisdiction in which it is formed or registered and in each

other jurisdiction where it does business or operates to the extent that the character of the property owned, or leased or operated by

it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified

or licensed would not be material to the Company Group as a whole.

(d) The

Company (i) has provided to FERA accurate and complete copies of the Organizational Documents of the Company, and (ii) as of the Holdco

Joinder Date and the Merger Sub Joinder date, as applicable, has provided to FERA accurate and complete copies of the Organizational

Documents of Holdco and Merger Sub, as amended to date and as currently in effect.

(e) None

of Holdco, Merger Sub or the Company are in violation of any provision of its Organizational Documents. Holdco and Merger Sub were each

formed solely for the purpose of entering into and performing this Agreement and engaging in the Transactions.

Section 4.02

Authorization; Binding Agreement.

(a) Subject

to the consents and other approvals described in ‎Section 4.05 of this Agreement and obtaining each of the Holdco Shareholder

Approval (as defined below) and the Merger Sub Shareholder Approval (as defined below), each of Holdco, Merger Sub and the Company has

all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party,

to perform its obligations under this Agreement and each Ancillary Document to which it is a party and to consummate the Transactions.

(b) The

execution, delivery and performance of this Agreement by each of Holdco, Merger Sub and the Company and each Ancillary Document to which

each of Holdco, Merger Sub and the Company is a party and the consummation of the Transactions by each of Holdco, Merger Sub and the

Company: (i) have been duly and validly authorized by the respective board of directors of Holdco and Merger Sub and the Company

Board, in accordance with its respective Organizational Documents; and (ii) other than obtaining each of the Holdco Shareholder

Approval and the Merger Sub Shareholder Approval, no other corporate proceedings on the part of the Company, Holdco or Merger Sub is

necessary to authorize the execution, delivery and performance of this Agreement by the Company, Holdco or Merger Sub and each Ancillary

Document to which it is a party or to consummate the Transactions.

Agreement has been duly and validly executed and delivered by each of Holdco, Merger Sub and the Company, and assuming the due authorization,

execution, delivery and performance of this Agreement by FERA, constitutes the legal, valid and binding obligation of each of Holdco,

Merger Sub and the Company, enforceable against each of Holdco, Merger Sub and the Company in accordance with its terms, except to the

extent that enforceability of this Agreement may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws

and other laws of general application affecting the enforcement of creditors’ rights generally (collectively, the “Enforceability

Exceptions”). When delivered, each Ancillary Document to which each of Holdco, Merger Sub or the Company, is or is required

to be a party, shall be duly and validly executed and delivered by each of Holdco, Merger Sub or the Company and, assuming the due authorization,

execution, delivery and performance of such Ancillary Document, shall constitute the legal, valid and binding obligation of each of Holdco,

Merger Sub and the Company, enforceable against each of Holdco, Merger Sub and the Company in accordance with its terms, subject to the

Enforceability Exceptions.

(d) By

resolutions duly adopted, the respective board of directors of Holdco and Merger Sub and the Company Board has, in each case: (i) determined

that it is in the best interests of such Party, and declared it advisable, to enter into this Agreement and the Ancillary Documents to

which such Party is a party and the Transactions, on the terms and subject to the conditions of this Agreement and the Ancillary Documents;

and (ii) authorized and approved this Agreement and the Ancillary Documents to which such Party is a party and the Transactions,

on the terms and subject to the conditions of this Agreement and the Ancillary Documents.

Section 4.03

Capitalization.

(a) As

of the Signing Date, there are no Equity Securities (as defined below) of the Company issued or outstanding other than the Company Shares

set forth on ‎Section 4.03(a) of the Company Disclosure Letter and included on Schedule A hereto. Set forth

on ‎Section 4.03(a) of the Company Disclosure Letter is a true, correct and complete list of each record holder of Company

Shares, and the number of Company Shares held by each such holder as of the Signing Date. As of the Signing Date, other than the Company

Shares set forth on ‎Section 4.03(a) of the Company Disclosure Letter, the Company does not have any other issued or

outstanding membership interests or other equity interests.

(b) As

of the date hereof:

(i) Holdco

is authorized to issue 500,000,000 Holdco Ordinary Shares, all of which are issued and outstanding and owned by the Company; and

(ii) Merger

Sub is authorized to issue 500,000,000 Merger Sub Ordinary Shares (as defined below), all of which are issued and outstanding and owned

by Holdco.

of the Signing Date, and immediately prior to the Merger/Exchange, all of the Equity Securities of the Company will be owned by the Shareholders.

Prior to giving effect to the Transactions, all of the Equity Securities of Holdco will be owned by the Company, free and clear of any

Liens, other than those Liens imposed under the Organizational Documents of Holdco, applicable securities Laws or Permitted Liens. Prior

to giving effect to the Transactions, all of the Equity Securities of Merger Sub will be owned by Holdco, free and clear of any Liens

other than those Liens imposed under the Organizational Documents of Merger Sub, applicable securities Laws or Permitted Liens. All of

the issued and outstanding Equity Securities of the Company have been duly authorized and validly issued in accordance with applicable

Laws and the Company’s Organizational Documents. The Company’s outstanding Equity Securities are not subject to, nor were

they issued in violation of, any preemptive rights, rights of first refusal or first offer or similar rights. There are no preemptive

rights, rights of first refusal or first offer or similar rights, proxies, voting rights, shareholders’ agreements, or other Contracts

(as defined below), agreements or understandings, or restrictions to which the Company is a party or bound (directly or indirectly),

relating to any Company Shares or other Equity Securities of the Company, including with respect to the voting or Transfer of or other

interest (current, future or contingent) in the Company Shares or other Equity Securities of the Company.

(d) Except

as provided for in this Agreement, including the Exchange, as a result of the consummation of the Transactions, no Equity Securities

or other securities of the Company are issuable. Except as provided for in this Agreement, as a result of the consummation of the Transactions,

no Equity Securities or other securities of the Company will accelerate or become vested, exercisable, convertible or otherwise triggered.

(e) Since

the Lookback Date (as defined below), no member of the Company Group has (i) declared or paid any dividends or distributions in

respect of any Equity Securities of the Company, Holdco or Merger Sub or (ii) repurchased, redeemed or otherwise acquired any Equity

Securities of the Company, Holdco or Merger Sub, and the respective board of directors of Holdco and Merger Sub and the Company Board

has not authorized any of the foregoing.

Section 4.04

Subsidiaries.

Except

for Holdco and Merger Sub, the Company does not have, and has never had, any Subsidiaries.

Section 4.05

No Conflict; Governmental Consents and Filings.

(a) Assuming

the truth and completeness of the representations and warranties of FERA, except for the applicable requirements, if any, of applicable

Antitrust Laws (as defined below) and the Consents (as defined below) and other requirements set forth in ‎Section 4.05(a)

of the Company Disclosure Letter, the execution, delivery and performance by each member of the Company Group of this Agreement and the

other Ancillary Documents to which such member of the Company Group is a party and the consummation by such member of the Company Group

of the Transactions does not and will not: (i) conflict with or violate the Organizational Documents of such member of the Company

Group; (ii) violate any provision of, or result in the breach of, any applicable Law to which such member of the Company Group is

subject; (iii) violate any provision of or result in a breach, default or acceleration of, require a consent under, create any right

to payment or any posting of collateral (or the right to require the posting of collateral), or trigger vesting or increase in the amount

of any compensation or benefit payable under any material Contract of the Company Group, or terminate or result in the termination of

any such Contract or result in the creation of any Lien (other than a Permitted Lien) under any such Contract upon any of the properties

or assets of a member of the Company Group, or constitute an Event (as defined below) which, after notice or lapse of time or both, would

result in any such violation, breach, default, acceleration of such Contract, termination or creation of a Lien (other than a Permitted

Lien); or (v) result in a violation or revocation of any required Consents, except to the extent that the occurrence of any of the

foregoing items set forth in clauses (ii), (iii), (iv) or (v) would not, individually or in the aggregate,

reasonably be expected to prevent the Company Group to consummate the Transactions or would not reasonably be expected to have a Company

Material Adverse Effect.

(b) Assuming

the truth and completeness of the representations and warranties of FERA contained in this Agreement, no Consent of any Governmental

Authority on the part of the member of the Company Group is required to be obtained or made in connection with each of Holdco’s,

Merger Sub’s and the Company’s execution, delivery and performance of this Agreement, any of the other Ancillary Documents

to which it is a party or the consummation by each of Holdco, Merger Sub and the Company of the Transactions, other than: (i) such

filings as contemplated by this Agreement; (ii) the filing of the Amended Holdco Memorandum and Articles of Association with the

Register of Companies of the Cayman Islands; (iii) any filings required with the Listing Exchange (as defined below) or the SEC

with respect to the Transactions; (iv) compliance with any applicable requirements of the securities Laws; (v) compliance with

the applicable requirements, if any, of applicable Antitrust Laws; and (iv) where the failure to obtain or make such Consents or

to make such filings or notifications would not reasonably be expected to have a Company Material Adverse Effect.

Section 4.06

Financial Statements.

(a) The

Company has made available to FERA a true and complete copy of (i) unaudited financial statements of the Company Group (including,

in each case, any related notes to such financial statements), consisting of the unaudited balance sheet, statements of operations and

comprehensive loss, stockholders’ equity and cash flows of the Company Group as of and for the six (6)-month period ended June

30, 2025 (the “Company Interim Financial Statements”) and (ii) audited financial statements of the Company

Group, including a balance sheet, statements of operations and comprehensive loss, stockholders’ equity and cash flows, as of and

for the year ended December 31, 2024 as audited in accordance with the standards of the PCAOB (as defined below) (the “Company

Year-End Financial Statements”, and collectively with the Company Interim Financial Statements, the “Financial

Statements”), each of which is attached as ‎Section 4.06 of the Company Disclosure Letter The Financial Statements

(i) were prepared in accordance with IFRS (as defined below) applied on a consistent basis throughout the periods indicated (except

as may be indicated in the notes thereto) and (ii) fairly present, in all material respects, the financial position, results of

operations and cash flows of the Company Group as at the dates thereof and for the periods indicated therein, provided that the Company

Interim Financial Statements are subject to normal year-end adjustments and do not contain all footnote disclosures required by IFRS

for complete annual financial statements.

(b) Except

(i) as set forth on the face of the Financial Statements, (ii) for Liabilities incurred in connection with the negotiation,

preparation or execution of this Agreement or any Ancillary Documents, (iii) the performance of their respective covenants or agreements

in this Agreement or any Ancillary Document or the consummation of the Transactions, and (iv) for Liabilities that are not and would

not reasonably be expected to be, individually or in the aggregate, material to the Company Group, taken as a whole, no member of the

Company Group has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS.

are no outstanding loans or other extensions of credit made by any member of the Company Group to any executive officer (as defined in

Rule 3b-7 under the Exchange Act (as defined below)) or director of the Company, Holdco or Merger Sub.

(d) Each

member of the Company Group has established and maintain a system of internal controls and such internal controls that are appropriate

for a company of its size, stage of development and current level of operations, which are designed to provide, in all material respects,

reasonable assurance that: (i) transactions are executed in all respects in accordance with management’s authorization; and (ii)

transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability

for each member of the Company Group’s assets. The books and records of each member of the Company Group have been maintained in

the ordinary course of business, are accurate and complete in all material respects and fairly and accurately reflect the revenues, expenses,

assets and liabilities of such Company Group Member in all material respects.

(e) None

of Holdco, Merger Sub or the Company have identified in writing, other than as set forth on the Financial Statements, and none have received

written notice from an independent auditor of: (i) any significant deficiency or material weakness in the system of internal controls

utilized by any member of the Company Group; (ii) any Fraud (as defined below) that involves any member of the Company Group’s

management or other employees who have a significant role in the preparation of financial statements or the internal controls over financial

reporting utilized by any member of the Company Group; or (iii) any claim or allegation regarding any of the foregoing.

(f) As

of the Signing Date, no member of the Company Group has any Indebtedness (as defined below) for borrowed money except as set forth on

‎Section 4.06(f) of the Company Disclosure Letter.

Section 4.07

Undisclosed Liabilities.

There

is no liability, debt, obligation, claim or judgment of the Company Group of a type required to be reflected or reserved for on a balance

sheet prepared in accordance with IFRS, except for liabilities, debts (including Indebtedness), obligations, claims or judgements: (a) provided

for in, or otherwise reflected or reserved for on, the Financial Statements or disclosed in the notes to the Financial Statements; (b) that

have arisen since the date of the most recent balance sheet included in the Financial Statements in the ordinary course of the operation

of the business of the Company Group; or (c) arising under this Agreement or incurred in connection with the Transactions. No member

of the Company Group is a party to any “off-balance sheet arrangement” (as defined in Item 303 of Regulation S-K promulgated

by the SEC).

Section 4.08

Absence of Certain Changes.

Except

for activities conducted in connection with this Agreement and the Transactions or as set forth on Section 4.08 of the Company

Disclosure Letter, since May 21, 2024 through the Signing Date: (a) there has not been any Company Material Adverse Effect; and (b) each

member of the Company Group (i) has not engaged in any business or operations other than passive ownership of the Metal Stockpile (as

defined below), and no action has been taken with respect to the Metal Stockpile, and (ii) has not taken any action or committed or agreed

to take any action that, if taken after the Signing Date, would be prohibited by ‎Section 6.02(c) of this Agreement.

Section 4.09

Compliance with Laws.

Since

the Lookback Date, each member of the Company Group has complied with, and is not currently in violation of, any applicable Law with

respect to the conduct of its business, or the ownership or operation of its business, except for failure to comply or violations which,

individually or in the aggregate, have not been and would not reasonably be expected to be material to the Company Group. No written

notice of violation or of non-compliance with any applicable Law has been received by the Company Group since its inception. To the Company’s

Knowledge (as defined below), no assertion or action of any violation or of non-compliance with any applicable Law is currently threatened

against the Company Group.

Section 4.10

Company Permits.

Since

the Lookback Date, each member of the Company Group holds all material Permits (as defined below) required to own, lease and operate

its assets and properties (including the Metal Stockpile) and carry on its business as it is now being conducted (collectively, the “Company

Permits”). ‎Section 4.10 of the Company Disclosure Letter sets forth a true, correct and complete list of all

Company Permits held by the Company Group. Each Company Permit is in full force and effect and will, upon its termination or expiration,

be timely renewed or reissued upon terms and conditions substantially similar to its existing terms and conditions. There are no Legal

Proceedings (as defined below) pending or, to the Company’s Knowledge, threatened, that seek the revocation, cancellation, limitation,

suspension, restriction, adverse modification or termination of any Company Permit. The Company Group is not in default or violation

of any Company Permit applicable to the Company Group except where such default or violation is not reasonably expected to be material

to the Company Group. No event has occurred with respect to any of the Company Permits that permits, or after the giving of notice or

lapse of time or both would permit, revocation, cancellation or termination of any Company Permit or would result in any other impairment

of the rights of the holder of any Company Permit.

Section 4.11

Litigation.

There

are no, and there have been no: (a) Legal Proceedings of any nature or, to the Company’s Knowledge, threatened, against any

member of the Company Group or any of their respective properties or assets (including the Metal Stockpile); (b) audits, examinations

or investigations by any Governmental Authority (as defined below) or, to the Company’s Knowledge, any such audits, examinations

or investigations pending or threatened, against any member of the Company Group or any of their respective properties or assets (including

the Metal Stockpile), (c) pending or, to the Company’s Knowledge, threatened Legal Proceedings by any member of the Company

Group against any third party; (d) settlements or similar agreements relating to or that imposed or impose any obligations or restrictions

on any member of the Company Group or any of its properties or assets (including the Metal Stockpile); and (e) Orders (as defined

below) imposed or, to the Company’s Knowledge, threatened to be imposed upon any member of the Company Group or any of its respective

properties or assets (including the Metal Stockpile) with regard to their actions in such activities, in each case, that, individually

or in the aggregate, would be material to such member of the Company Group.

Section 4.12

Contracts.

(a) ‎Section 4.12(a)

of the Company Disclosure Letter sets forth a true, correct and complete list of the Contracts of each member of the Company Group described

in clauses ‎(i) through ‎(xx) below to which, as of the Signing Date, (i) are in effect or contain ongoing

obligations to which any member of the Company Group is bound, and (ii) any member of the Company Group is a party or by which any of

its properties or assets (including the Metal Stockpile), are bound or affected (each Contract required to be set forth on ‎Section 4.12(a)

of the Company Disclosure Letter, a “Company Contract”). True, correct, complete copies of the Company Contracts,

including amendments to such Company Contracts, have been delivered or made available to FERA. The Company Contracts include:

(i) each

Contract that contains covenants that limit the ability of any member of the Company Group (or purports to bind any Affiliate of the

Company Group): (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 employee or customer, including any covenants regarding non-competition, employee and customer non-solicitation,

exclusivity, rights of first refusal or most-favored pricing; or (B) to purchase or acquire an interest in any other Person;

(ii) each

joint venture Contract, profit-sharing agreement, partnership, limited liability company agreement with a third party or other similar

agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture;

(iii) all

Contracts that involve 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, currency, asset, rate or index of

any kind or nature whatsoever, whether tangible or intangible;

(iv) all

Contracts that involve the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or Equity Securities

of another Person;

(v) each

Contract for the acquisition of any Person or any business division of any Person, including the purchase or sale of inventory or supplies,

whether by merger, purchase or sale of stock or assets or otherwise occurring since the Lookback Date or relating to the pending or future

acquisitions;

(vi) each

obligation to make payments (including by issuance of securities), contingent or otherwise, arising out of the prior acquisition of the

business, assets or stock of other Persons;

(vii) each

lease, rental agreement, installment and conditional sale agreement or other Contract that provides for the ownership of, leasing of,

title to, use of or any leasehold or other interest in any real or tangible Personal Property, in each case which calls for payments

in excess of $200,000 per year (as defined below);

(viii) each

Contract that, by its terms, individually or with all related Contracts, calls for aggregate payments, receipts or expenditures by the

Company under such Contract or Contracts of at least $200,000 per year or $1,000,000 in the aggregate, including purchase orders, invoices,

statements of work and non-disclosure or similar agreements;

(ix) each

Contract that is a collective bargaining agreement or other Contract with any labor union, works council, labor organization or other

employee representative body (each, a “Labor Agreement”);

(x) all

Contracts that obligate any member of the Company Group to provide continuing indemnification or a guarantee of obligations of a third

party after the Signing Date;

(xi) any

Contract for the employment or engagement of any individual on a full-time, part-time, consulting or other basis (including directors,

officers and independent contractors) (A) providing annual base compensation in excess of $100,000 or (B) restricting a member

of the Company Group’s ability to terminate the employment of any Person at any time without advance notice or the engagement of

such service provider at any time, in each case, without paying or providing advance notice, severance, termination or other similar

payments or benefits (other than amounts required to be paid or provided by applicable Law);

(xii) any

Contract that is between a member of the Company Group or any current or former Controlled Representatives of any of the foregoing that

provides for change in control, retention or similar payments or benefits contingent upon, accelerated by or triggered by the consummation

of the Transactions;

(xiii) any

Contract that obligates a member of the Company Group to make any capital commitment or expenditure (including pursuant to any joint

venture) in excess of $1,000,000 annually;

(xiv) all

Contracts that relate to a settlement;

(xv) all

Contracts, including any grant or cooperative agreement, with any Governmental Authority, including any economic development corporation,

to which a member of the Company Group is a party that involve payments by a member of the Company Group or funding from any Governmental

Authority;

(xvi) any

Contract: (A) that contains any assignment or license of, or any covenant not to assert or enforce, any Owned Company Intellectual

Property (as defined below) material to the business of the Company Group; (B) pursuant to which any Company Intellectual Property

material to the business of the Company Group is or was developed by, with or for the Company Group; or (C) pursuant to which a

member of the Company Group either: (1) grants to a third Person a license, immunity or other right in or to any Company Intellectual

Property material to the business of the Company Group; or (2) is granted by a third Person a license, immunity or other right in

or to any Intellectual Property material to the business of the Company Group; other than, in the case of (A), (B), and (C), licenses

for Off-the-Shelf Software, nonexclusive agreements to provide the Company Products, or non-disclosure Contracts entered into in the

ordinary course of business;

(xvii) all

Contracts involving transactions with an Affiliate or a member of the Company Group or Representatives of Family Member of any of the

foregoing;

(xviii) all

broker, distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts or arrangements that are

material to the business of the Company Group;

(xix) all

Acquisition/Ownership Document(s) (as defined below) (including any Contracts related to the acquisition, maintenance, security, storage

or otherwise related to the Metal Stockpile) and Testing Documentation (as defined below); and

(xx) each

other Contract that will be required to be filed with the Registration Statement (as defined below) under applicable SEC (as defined

below) 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 defined below) as if a member of the Company Group was the registrant.

(b) Each

Company Contract is valid, binding and enforceable in all respects against the relevant member of the Company Group and, to the Company’s

Knowledge, each other party to such Company Contract, subject to the Enforceability Exceptions. Each Company Contract is in full force

and effect in accordance with its terms (except, in each case, as such enforcement may be limited by the Enforceability Exceptions and

except for Company Contracts that expire in accordance with their terms). No (i) member of the Company Group is in breach of or

default of any material term under any Company Contract, and, to the Company’s Knowledge, no Event has occurred that with the passage

of time or giving of notice or both would constitute a material breach by the relevant member of the Company Group of, material default

under, or permit termination or acceleration by the other party to, any such Company Contract; (ii) party to any Company Contract

has given any written notice of any such breach, default or event described in clause (i); and (iii) member of the Company

Group has received written or, to the Company’s Knowledge, oral notice of an intention by any party to any such Company Contract

that provides for a continuing obligation by any party to such Company Contract to terminate such Company Contract or materially amend

the terms of such Company Contract, other than modifications in the ordinary course of business that do not result in a Company Material

Adverse Effect.

Section 4.13

Intellectual Property.

(a) ‎Section 4.13(a)

of the Company Disclosure Letter sets forth a list of Registered Company IP. No member of the Company Group owns or licenses any Intellectual

Property material to the Company other than (i) the Company Intellectual Property and (ii) Off-the-Shelf Software.

(b) No

member of the Company Group is currently in receipt of any written notice with respect to any alleged infringement or violation of or

by any Company Intellectual Property. There are no Legal Proceedings pending that relate to any of the Owned Company Intellectual Property

and, to the Company’s Knowledge, no such Legal Proceedings are threatened by any Governmental Authority or any other Person.

the Company’s Knowledge, none of the Company Intellectual Property is subject to any outstanding Order that restricts in any material

respect the use, sale, transfer, licensing or exploitation thereof by the Company Group or affects the validity, use or enforceability

thereof.

(d) The

Company has taken reasonable steps under the circumstances to maintain and protect all the Trade Secrets (as defined below) included

in the Company Intellectual Property.

(e) To

the Company’s Knowledge, no Person is infringing, misappropriating, misusing, diluting or violating any Owned Company Intellectual

Property. Since the Lookback Date, no member of the Company Group has made any written claim against any Person alleging any infringement,

misappropriation or other violation of any Company Intellectual Property.

(f) The

Company IT Systems and Company Data (as defined below) are in good working condition to sufficiently perform all information technology

operations, are fully functional and operate in a reasonable and sufficient business manner and are reasonably sufficient in all material

respects for the immediate needs of the Company Group and Company Products (as defined below). Since the Lookback Date, there has been

no non-cured failure, substandard performance, or any data loss involving any Company IT System that has caused a material disruption

to the Company Group.

Section 4.14

Taxes and Returns.

(a) Each

Company Group member has (i) timely filed, or caused to be timely filed, all Income Tax and other material Tax Returns required

to be filed by such Person (taking into account all valid extensions of time to file), and all such Tax Returns are accurate and complete

in all material respects; and (ii) timely paid, collected, withheld or remitted, or caused to be timely paid, collected, withheld

or remitted, all Income Taxes and other material amounts of Taxes required to be paid, collected, withheld or remitted, as the case may

be, whether or not such Taxes are shown as due and payable on any Tax Return.

(b) There

is no Legal Proceeding currently pending or, to the Knowledge of the Company Group, threatened against any Company Group member by a

Tax Authority in a jurisdiction where any Company Group member does not file Tax Returns regarding whether such Person is (or may be)

subject to Tax or required to file a Tax Return in that jurisdiction.

are no audits, examinations, investigations or other Legal Proceedings pending against any Company Group member in respect of any Tax

which remain unresolved. No Company Group member has been notified in writing of any proposed Tax claims or assessments against such

Person which remain unresolved.

(d) There

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

(e) No

Company Group member has requested (or consented) to extend (or waive) the time in which any material amount of Tax may be assessed or

collected by any Tax Authority, other than any such extensions or waivers that are no longer in effect or that were extensions of time

to file Tax Returns obtained in the ordinary course of business.

(f) No

Company Group member will be required to include any material item of income in, or exclude any material item of deduction from, taxable

income for any taxable period (or portion of any taxable period) beginning after the Closing Date, as a result of: (i) an installment

sale or open transaction disposition that occurred on or prior to the Closing Date; (ii) any change in method of accounting on or

prior to the Closing Date or the use of an improper method of accounting on or prior to the Closing Date; (iii) any prepaid amounts

received or deferred revenue realized or received on or prior to the Closing Date; or (iv) any agreement or arrangement with a Tax

Authority executed prior to Closing and relating to Taxes.

(g) No

Company Group member has participated in or been a party to, or sold, distributed or otherwise promoted, any “listed transaction,”

as defined in Section 6707A of the Code and Treasury Regulations Section 1.6011-4 (or any similar or corresponding provision

of state, local or non-U.S. Law).

(h) No

Company Group member is a party to (or bound by) any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar

agreement, arrangement or practice (excluding customary 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 agreements, closing agreements or other

agreements relating to Taxes with any Tax Authority) that will be binding on the Company Group with respect to any period (or portion

of any period) following the Closing Date.

(i) No

Company Group member has a permanent establishment, office or a fixed place of business in any country other than its jurisdiction of

formation. No Company Group member is engaged in a trade or business in any country other than its jurisdiction of formation that subjected

such Person to Tax or a requirement to file a Tax Return in such country.

Section 4.15

Real Property. No member of the Company Group leases or owns any real property or any interest in real property.

Section 4.16

Personal Property; Title to Metal Stockpile.

(a) The

Company Group owns and has good and marketable title to, or a valid leasehold interest in or right to use, their respective tangible

and intangible assets (excluding the Metal Stockpile) and Personal Property, free and clear of all Liens, other than Permitted Liens.

(b) Subject

to ‎Section 7.02(b), the Company is the sole legal owner, and has good, marketable and valid title, free and clear of

all Liens, other than Permitted Liens, to the Metal Stockpile. Other than as set forth in ‎Section 4.16(b) of the Company

Disclosure Letter, the Metal Stockpile is currently in the sole ownership, possession and control of the Company, and no other Person

has any Rights in the Metal Stockpile.

of the Signing Date, the Metal Stockpile consists of (i) 47,000 kilograms of ultrafine copper powder, purity 99.9999%; (ii) 10,004,753

meters of nickel wire, purity 99.98%; (iii) 5,000 grams of lutetium oxide, purity 99.9962%; (iv) 10,000 grams of thulium oxide, purity

99.9976%; (v) 100,000 grams of holmium oxide, purity 99.9979%; (vi) 30,000 grams of scandium oxide, purity 99.8938%; and (vii) 600,000

grams of niobium oxide, purity 99.9853%. The Metal Stockpile is located at the storage facility owned by Aero Safe GmbH and located in

a bonded warehouse at Operation Center-4, CH 8302, Zurich Airport, Switzerland (“Zurich Airport”).

(d) ‎Section 4.16(b)(i)

of the Company Disclosure Letter sets forth each Person that has had or has any Rights in the Metal Stockpile commencing with the Initial

Transfer and any Transfer thereafter (a “Specified Person”).

(e) The

Company has provided to FERA true, correct and complete copies of all material Contracts and/or documentation, including amendments thereto,

related to (A) any/all of the Metal Stockpile commencing with the Initial Transfer and any Transfer thereafter (including the transport,

storage and/or security of any of the Metal Stockpile), including with respect to any Rights in the Metal Stockpile and (B) any

Permits in connection with the foregoing clause (A) (individually and collectively, (A) and (B), “Acquisition/Ownership

Document(s)”). Each Acquisition/Ownership Document is valid, binding and enforceable in all respects, and is in full force

and effect in accordance with its terms; to the Knowledge of the Company, no party to any Acquisition/Ownership Document was or is in

breach of or default thereunder, and no Event has occurred that with the passage of time or giving of notice or both would constitute

a breach by any party thereto of, default under, or permit termination or acceleration by a party thereto; no party to any Acquisition/Ownership

Document has given any written notice of any such breach, default or event; and the Company has not received and is not aware of any

written or oral notice of an intention by any party to any such Acquisition/Ownership Document that provides for a continuing obligation

by any such party thereto to terminate such Acquisition/Ownership Document or amend the terms thereof.

(f) The

Company has provided to FERA true, correct and complete copies of all material Contracts, engagement letters, scopes of work, invoices,

summary reports and results, and similar documentation related to the testing of the Metal Stockpile (collectively, “Testing

Documentation”) generated since the Lookback Date and all Testing Documentation for any testing conducted to the Metal Stockpile

prior to the time the Company acquired good, marketable and valid title to the Metal Stockpile.

Section 4.17

Insurance. ‎Section 4.17 of the Company Disclosure Letter lists all material insurance policies (by policy number,

insurer, coverage period, coverage amount, annual premium and type of policy) held by the Company Group or relating to the Company Group

or its business, properties, assets, directors, officers and employees. Copies of such insurance policies have been provided to FERA.

All premiums due and payable under all such insurance policies have been timely paid and the Company Group is otherwise in material compliance

with the terms of such insurance policies. All such insurance policies are in full force and effect. To the Company’s Knowledge

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 any member of the Company Group. The Company Group has reported to its insurers all claims and pending circumstances

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

to have a Company Material Adverse Effect.

Section 4.18

Business Activities; Employees; Benefits Plan.

(a) Other

than as set forth on ‎Section 4.18(a) of the Company Disclosure Letter, since the Lookback Date, each member of the Company

Group has not conducted any business activities other than activities (i) in connection with or incidental or related to its incorporation

or continuing exempted company (or similar) existence, (ii) directed toward the accomplishment of a business combination, including

those incidental or related to or incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary

Documents, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions

or (iii) those that are administrative, ministerial or otherwise immaterial in nature. Except as set forth in the Organizational

Documents of each member of the Company Group, there is no Contract binding upon any member of the Company Group or to which a member

of the Company Group is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business

practice of it or any of its Subsidiaries, any acquisition of property by it or any of its Subsidiaries or the conduct of business by

it or any of its Subsidiaries (including, in each case, following the Closing).

(b) None

of Holdco, the Company or Merger Sub has or has had any employees or any Benefit Plan.

Section 4.19

Transactions with Related Persons. ‎Section 4.19 of the Company Disclosure Letter contains a list of each transaction

or Contract to which any member of the Company Group is a party with any: (a) present or former officer or director of any member

of the Company Group; (b) beneficial owner (within the meaning of Section 13(d) of the Exchange Act) of 5% or more of the capital

stock or Equity Securities of the Company; or (c) any Affiliate, “associate” or any member of the “immediate family”

(as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing. To the Company’s

Knowledge, no Related Person (as defined below) or any Affiliate of a Related Person has, directly or indirectly, a present, future or

contingent economic or other interest whatsoever in any Contract, property or right (tangible or intangible) with the Company (other

than such Contracts that relate to any such Person’s ownership of the Company Shares or other Equity Securities of the Company

as set forth on ‎Section 4.03(a) of the Company Disclosure Letter or such Person’s employment or consulting arrangements

with the Company as set forth on ‎Section 4.19 of the Company Disclosure Letter).

Section 4.20

Certain Business Practices.

(a) None

of the members of the Company Group nor, to the Company’s Knowledge, any of their respective Representatives acting on behalf such

member of the Company Group, has since the Lookback Date offered, given, paid, promised to pay, or authorized or received or accepted

the payment of anything of value to or from: (i) an official or employee of a foreign or domestic Governmental Authority; (ii) a

foreign or domestic political party or an official of a foreign or domestic political party; or (iii) a candidate for foreign or

domestic political office; in any such case under circumstances where any member of the Company Group or, to the Company’s Knowledge,

any of their respective Representatives knew that all or a portion of such thing of value would be offered, given, or promised to an

official or employee or a foreign or domestic Governmental Authority, a foreign or domestic political party, an official of a foreign

or domestic political party, or a candidate for a foreign or domestic political office; or (iv) any other Person (in each case in

violation of any applicable Anti-Bribery Law).

(b) None

of the members of the Company Group nor, to the Company’s Knowledge, any of their respective Representatives, has at any time (i) conducted

or initiated or been the subject of any Legal Proceeding or internal investigation related to or made a voluntary, directed, or involuntary

disclosure to any Governmental Authority with respect to applicable Anti-Bribery Laws, Sanctions Laws, Ex-Im Laws or Anti-Money Laundering

Laws; or (ii) received any written notice, request, or citation from, or engaged in any communications (oral or, written) with,

any Governmental Authority or other Person with respect to any actual or potential noncompliance with any Anti-Bribery Laws, Sanctions

Laws, Ex-Im Laws or Anti-Money Laundering Laws. None of the Metal Stockpile, in whole or in part, has, to the Company’s Knowledge,

at any time (including with respect to the Initial Transfer and any Transfer thereafter), (A) been the subject of or otherwise involved

in any Legal Proceeding or internal investigation related to or a voluntary, directed, or involuntary disclosure to any Governmental

Authority with respect to applicable Anti-Bribery Laws, Sanctions Laws, Ex-Im Laws or Anti-Money Laundering Laws; or (B) been the subject

of or otherwise involved in any written notice, request, or citation from, or engaged in any communications (oral or written) with, any

Governmental Authority or other Person with respect to any actual or potential noncompliance with applicable Anti-Bribery Laws, Sanctions

Laws, Ex-Im Laws or Anti-Money Laundering Laws.

member of the Company Group, and to the Company’s Knowledge, each of their respective Representatives, is not and has not, since

the Lookback Date, directly or indirectly, engaged in any activity or transaction (i) in violation of any applicable Anti-Bribery

Laws, Anti-Money Laundering Laws, Ex-Im Laws or Sanctions Laws, (ii) that would have been a (x) violation of Anti-Bribery Laws, or Anti-Money

Laundering Laws, or (y) violation Ex-Im Laws or Sanctions Laws, in each of clause (x) and (y), for a Person subject to the jurisdiction

of the U.S., the European Union, any EU Member State thereof, the United Kingdom, the Cayman Islands, or Switzerland, or (iii) that caused

or would otherwise reasonably be expected cause any Person (including FERA) to be in violation of any applicable Anti-Bribery Laws, Anti-Money

Laundering Laws, Ex-Im Laws or Sanctions Laws.

(d) No

member of the Company Group nor any other Specified Person, nor to the Company Group’s knowledge, any of their respective Representatives,

(i) is or has been a Sanctioned Person; or (ii) currently has or has at any time had any assets located in or otherwise directly

or indirectly derives or derived revenues from, or engages or engaged in investments, activities, transactions or other dealings in or

with any Sanctioned Countries or Sanctioned Persons in violation of any applicable Sanctions Laws or export or import control Laws.

(e) None

of the Metal Stockpile, in whole or in part, including (i) to the Company’s Knowledge, with respect to any Transfer prior to May

21, 2024 (including the Initial Transfer and any Transfer thereafter that occurred prior to May 21, 2024), and (ii) with respect to any

Transfer from and after May 21, 2024, was, directly or indirectly derived from or otherwise involved in (i) criminal activity or

(ii) activity or transactions (A) in violation of any applicable Anti-Bribery Laws, Anti-Money Laundering Laws, Ex-Im Laws

or Sanctions Laws, (B) that would have been a violation of Anti-Bribery Laws, Anti-Money Laundering Laws, Ex-Im Laws or Sanctions

Laws for a Person subject to the jurisdiction of the U.S., the European Union, any EU Member State thereof, the United Kingdom, the Cayman

Islands, or Switzerland, or (C) that caused or would otherwise cause any Person (including FERA) to be in violation of any applicable

Anti-Bribery Laws, Anti-Money Laundering Laws, Ex-Im Laws or Sanctions Laws.

(f) Each

member of the Company Group has implemented and maintains in place policies and procedures related to compliance with all applicable

Sanctions Laws, Ex-Im Laws, Anti-Bribery Laws and Anti-Money Laundering Laws. Each member of the Company Group shall not directly or

indirectly use, lend, contribute or otherwise make available any proceeds it receives pursuant to the terms of this Agreement to any

Person (i) to fund any investments, activities or transactions involving any Sanctioned Country or Sanctioned Person in violation of

any Sanctions Laws; or (ii) in any manner that would cause any Person (including FERA) to be in violation of Anti-Bribery Laws, Anti-Money

Laundering Laws or violation of Ex-Im Laws or Sanctions Laws.

Section 4.21

Investment Company Act.

The

Company is not, and upon consummation of the Transactions will not be, registered or required to be registered as an “investment

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

Section 4.22

Finders and Brokers.

broker, finder, financial advisor, investment banker or other Person is entitled to, nor will be entitled to, either directly or indirectly,

any brokerage fee, finders’ fee or other similar commission, for which the Company would be liable in connection with the Transactions

based upon arrangements made by the Company or any of its Affiliates.

Section 4.23

Independent Investigation.

The

Company has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition

(financial or otherwise) and assets of FERA. The Company acknowledges that it has been provided with adequate access to the personnel,

properties, assets, premises, books and records, and other documents and data of FERA for such purposes. In making its decision to enter

into this Agreement and to consummate the Transactions, the Company has relied solely upon its own investigation and the express representations

and warranties of FERA set forth in this Agreement (including the related portions of FERA Disclosure Letter), the Ancillary Documents

and in any certificate delivered to the Company pursuant to this Agreement. None of FERA nor any of its Representatives has made any

representation or warranty as to FERA or this Agreement, except as expressly set forth in this Agreement (including the related portions

of FERA Disclosure Letter), the Ancillary Documents or in any certificate delivered to the Company pursuant to this Agreement.

Section 4.24

Information Supplied.

None

of the information supplied or to be supplied by or on behalf of the Company Group or its Representatives in writing expressly for inclusion

or incorporation by reference in (a) any Current Report on Form 8-K, and any exhibits thereto or any other report, form, registration

or other filing made with any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement

and the Ancillary Documents, (b) the Proxy Statement/Registration Statement or (c) the mailings or other distributions to the

FERA Shareholders with respect to the consummation of the transactions contemplated by this Agreement or the Ancillary Documents or in

any amendment to any of documents identified in clauses (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 or on behalf of the Company Group or its Representatives in writing expressly for

inclusion or incorporation by reference in any of the Signing Press Release (as defined below), the Signing Filing (as defined below),

the Closing Press Release (as defined below) and the Closing Filing (as defined below) 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,

no member of the Company Group makes any representation, warranty or covenant with respect to any information supplied by or on behalf

of FERA or any of its Affiliates.

Section 4.25

VDR and Diligence Responses.

of the Signing Date and the Merger / Exchange Date, (a) the documents, materials and information made available to FERA and its Representatives

in the virtual data room titled “Project Miotal” located at https://app.idealsvdr.com/, and (b) any written responses provided

by or on behalf of the Company Group to any written due diligence requests made by FERA or its Representatives, in each case, were prepared

in good faith and to the Company’s Knowledge are true and correct. The Company further represents that the virtual data room has

been populated in a manner reasonably responsive to FERA’s written due diligence requests.

Section 4.26

No Additional Representations or Warranties.

Except

as provided in this Article IV or in any Ancillary Document to which the Company is a party, the Company nor any of its Affiliates,

nor any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives has made, or

is making, any representation or warranty whatsoever to FERA or its Affiliates. No such party shall be liable in respect of the accuracy

or completeness of any information provided to FERA or its Affiliates. The Company acknowledges that it or its advisors, have made their

own investigation of FERA and, except as provided in ‎Article V or in any Ancillary Document to which FERA is a party,

are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular

purpose or trade as to any of the assets of FERA, the prospects (financial or otherwise) or the viability or likelihood of success of

the business of FERA as conducted after the Closing, as contained in any materials provided by FERA or any of its Affiliates or any of

their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.

Article V

REPRESENTATIONS AND WARRANTIES OF FERA

Except

as set forth in: (i) any FERA SEC Reports (as defined below) (excluding (a) any disclosures in any “risk factors”

section that do not constitute statements of fact, disclosures in any forward-looking statements, disclaimers and other disclosures that

are generally cautionary, predictive or forward-looking in nature and (b) any exhibits or other documents appended to such FERA

SEC Reports) filed or submitted on or prior to the Signing Date; or (ii) in the disclosure letter dated as of the Signing Date delivered

by FERA to the Company (the “FERA Disclosure Letter”), FERA represents and warrants to the Company and Holdco,

as of the Signing Date and as of the Closing (unless otherwise set forth below with respect to the representations and warranties which

are given only as of a specific date), as follows:

Section 5.01

Organization and Standing.

FERA

is an exempted company duly incorporated, validly existing and in good standing with the Registrar of Companies in the Cayman Islands.

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

conducted, except where such failure to have all requisite corporate power and authority would not, individually, or in the aggregate,

be material to FERA. FERA is duly qualified or licensed in the jurisdiction in which it is formed or registered and in each other jurisdiction

where it does business or operates to the extent that the character of the property owned, or leased or operated by it or the nature

of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified or licensed

would not, individually or in the aggregate, reasonably be expected to have a FERA Material Adverse Effect (as defined below). FERA has

provided to the Company accurate and complete copies of its Organizational Documents each as amended to date and as currently in effect

unless already included in or appended to the FERA SEC Reports. FERA is not in violation of any provision of its Organizational Documents.

Section 5.02

Authorization; Binding Agreement.

FERA

has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party,

to perform its obligations under this Agreement and each Ancillary Document to which it is a party and to consummate the Transactions,

subject to obtaining FERA Shareholder Approval and subject to ‎Section 5.03. The execution, delivery and performance

of this Agreement by FERA and each Ancillary Document to which it is a party and the consummation of the Transactions by FERA: (a) have

been duly and validly authorized by the FERA Board in accordance with its Organizational Documents; and (b) other than FERA Shareholder

Approval, no other corporate proceedings on the part of FERA is necessary to authorize the execution, delivery and performance of this

Agreement by FERA and each Ancillary Document to which it is a party or to consummate the Transactions. This Agreement has been duly

and validly executed and delivered by FERA and, assuming the due authorization, execution, delivery and performance of this Agreement

by the Company, Holdco and Merger Sub, constitutes the legal, valid and binding obligation of FERA, enforceable against FERA in accordance

with its terms, subject to the Enforceability Exceptions. When delivered, each Ancillary Document to which FERA is required to

be a party shall be duly and validly executed and delivered by FERA and, assuming the due authorization, execution, delivery and performance

of such Ancillary Document, shall constitute the legal, valid and binding obligation of FERA, enforceable against FERA in accordance

with its terms, subject to the Enforceability Exceptions.

Section 5.03

Governmental Approvals.

Assuming

the truth and completeness of the representations and warranties of the Company contained in this Agreement, no Consent of or with any

Governmental Authority on the part of FERA is required to be obtained or made in connection with the execution, delivery and performance

by FERA of this Agreement and each Ancillary Document to which it is a party or the consummation by FERA of the Transactions, other than:

(a) such filings as contemplated by this Agreement; (b) any filings required with the Listing Exchange (as defined below) or

the SEC with respect to the Transactions; (c) applicable requirements, if any, of the Securities Act, the Exchange Act or any state

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

“blue sky” securities Laws; (d) applicable requirements, if any, of the HSR Act (as defined below) or other Antitrust

Laws; (e) applicable requirements, if any, under any applicable foreign securities Laws; and (f) where the failure to obtain

or make such Consents or to make such filings or notifications would not reasonably be expected to have a FERA Material Adverse Effect.

Section 5.04

Non-Contravention.

Assuming

the truth and completeness of the representations and warranties of the Company, the execution, delivery and performance by FERA of this

Agreement and each Ancillary Document to which it is a party, the consummation by FERA of the Transactions, and compliance by FERA with

any of the provisions those documents, do not and will not: (a) conflict with or violate any provision of FERA’s Organizational

Documents; (b) violate any provision of, or result in the breach of, any applicable Law to which FERA is subject or by which any

property or asset of FERA is bound; (c) violate any provision of or result in a breach, default or acceleration of, require a consent

under, create any right to payment or any posting of collateral (or the right to require the posting of collateral), or trigger vesting

or increase in the amount of any compensation or benefit payable under any material Contract of FERA, or terminate or result in the termination

of any material Contract of FERA, or result in the creation of any Lien (other than a Permitted Lien) under any material Contract of

FERA upon any of the properties or assets of FERA, or constitute an Event which, after notice or lapse of time or both, would result

in any such violation, breach, default, acceleration, termination or creation of a Lien (other than a Permitted Lien); or (d) result

in a violation or revocation of any required Consents, except to the extent that the occurrence of any of the foregoing items set forth

in clauses (b), (c) or (d) would not, individually or in the aggregate, reasonably be expected to prevent FERA

to consummate the Transactions or would not reasonably be expected to have a FERA Material Adverse Effect.

Section 5.05

Capitalization.

(a) The

authorized share capital of FERA consists of 500,000,000 FERA Class A Ordinary Shares, 50,000,000 FERA Class B Ordinary Shares and

5,000,000 FERA Preferred Shares (as defined below). As of the Signing Date, (i) 23,600,000 FERA Class A Ordinary Shares are

issued and outstanding (ii) 7,666,667 FERA Class B Ordinary Shares are issued and outstanding, and (iii) no FERA Preferred

Shares are issued and outstanding. All outstanding FERA Ordinary Shares are duly authorized, validly issued, fully paid and non-assessable.

The outstanding FERA Ordinary Shares are not subject to or issued in violation of any purchase option, right of first refusal, preemptive

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

or any Contract to which FERA is a party. None of the outstanding FERA Ordinary Shares have been issued in violation of any applicable

securities Laws.

(b) As

of the Signing Date, each (i) FERA Unit consists of one FERA Class A Ordinary Share and the right to receive one-tenth (1/10th)

of one FERA Class A Ordinary Share and (ii) FERA Private Placement Unit consists of one FERA Class A Ordinary Share and

the right to receive one-tenth (1/10th) of one FERA Class A Ordinary Share. As of March 3, 2025, (x) 23,000,000

FERA Units and (y) 600,000 FERA Private Placement Units, consisting of 380,000 Sponsor Held Private Placement Units (as defined

below) and 220,000 Cantor Held Private Placement Units (as defined below), were issued. All outstanding FERA Units and FERA Private Placement

Units are duly authorized, validly issued, fully paid and non-assessable. The outstanding FERA Units and FERA Private Placement Units

are not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any

similar right under any provision of the Cayman Companies Act, FERA’s Organizational Documents or any Contract to which FERA is

a party. None of the outstanding FERA Units or FERA Private Placement Units have been issued in violation of any applicable securities

Laws.

than the Redemption (as defined below) or as expressly set forth in this Agreement, there are no outstanding obligations of FERA to repurchase,

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

or otherwise) in any Person. There are no shareholders agreements, voting trusts or other agreements or understandings to which FERA

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

(d) All

Indebtedness of FERA as of the Signing Date is disclosed on ‎Section 5.05(d) of the FERA Disclosure Letter. No Indebtedness

of FERA contains any restriction upon: (i) the prepayment of any of such Indebtedness; (ii) the incurrence of Indebtedness

by such Persons; or (iii) the ability of such Persons to grant any Lien on its properties or assets.

(e) Since

the date of incorporation of FERA, and as otherwise contemplated by this Agreement, FERA has not declared or paid any distribution or

dividend in respect of its shares and has not repurchased, redeemed or otherwise acquired any of its shares. FERA Board has not authorized

any of the foregoing.

Section 5.06

SEC Filings and FERA Financials; Internal Controls.

(a) FERA

has timely filed or furnished all statements, forms, reports, schedules and other documents, including any exhibits thereto, required

to be filed or furnished by it prior to the Signing Date with the SEC pursuant to Federal Securities Laws (as defined below) since

its IPO (as defined below) (collectively, and together with any exhibits and schedules thereto and other information incorporated therein,

and as they have been supplemented, modified or amended since the time of filing, the “FERA SEC Reports”),

and, as of the Closing, will have filed or furnished all other statements, forms, reports, schedules and other documents, including any

exhibits thereto, required to be filed or furnished by it subsequent to the Signing Date with the SEC pursuant to Federal Securities

Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein,

and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement/Registration Statement,

the “Additional FERA SEC Reports”). Each of the FERA SEC Reports, as of their respective dates of filing,

and as of the date of any amendment or filing that superseded the initial filing, complied, and each of the Additional FERA SEC Reports,

as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply,

in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sarbanes-Oxley

Act (as defined below) and any rules and regulations promulgated thereunder) applicable to the FERA SEC Reports or the Additional FERA

SEC Reports (for purposes of the Additional FERA SEC Reports, assuming that the representation and warranty set forth in ‎Section 4.24

of this Agreement is true and correct in all respects with respect to all information supplied by or on behalf of the Company Group expressly

for inclusion or incorporation by reference therein). As of their respective effective dates (in the case of FERA SEC Reports and Additional

FERA SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and their respective dates

of filing with the SEC (in the case of all other FERA SEC Reports and Additional FERA SEC Reports), the FERA SEC Reports did not, and

the Additional FERA SEC Reports will not, contain any untrue statement of a material fact or omit to state a material fact required to

be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made,

as applicable, not misleading (for purposes of the Additional FERA SEC Reports, assuming that the representation and warranty set forth

in ‎Section 4.24 of this Agreement is true and correct in all respects with respect to all information supplied by or

on behalf of the Company Group expressly for inclusion or incorporation by reference therein). As of the Signing Date, there are no outstanding

or unresolved comments in comment letters received from the SEC with respect to the FERA SEC Reports. Each director and executive officer

of FERA has filed with the SEC on a timely basis all documents required with respect to FERA by Section 16(a) of the Exchange Act

and the rules and regulations thereunder.

(b) The

FERA SEC Reports contain true and complete copies of the applicable FERA Financial Statements. The FERA Financial Statements and notes

(i) fairly present in all material respects the financial position of FERA as at the respective dates thereof, and the results of

its operations, shareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited

interim financial statements, to normal year-end audit adjustments (none of which is expected to be material)), (ii) were prepared

in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements,

as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments

(none of which is expected to be material)), (iii) in the case of the audited FERA Financial Statements, were audited in accordance

with the standards of the PCAOB and (iv) comply in all material respects with GAAP and with the rules and regulations of the SEC,

the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K,

as applicable).

has no off-balance sheet arrangements that are not disclosed in the FERA SEC Reports. No financial statements other than those of FERA

are required by GAAP to be included in the consolidated financial statements of FERA.

(d) The

issued and outstanding FERA Units are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq

under the symbol “FERAU.” The issued and outstanding FERA Class A Ordinary Shares are registered pursuant to Section 12(b)

of the Exchange Act and are listed for trading on Nasdaq under the symbol “FERA.” The issued and outstanding FERA Rights

are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol “FERAR.”

FERA is a listed company in good standing with Nasdaq. Since the consummation of the IPO, FERA has complied in all material respects

with the applicable listing and corporate governance rules and regulations of Nasdaq. There is no Legal Proceeding pending or, to FERA’s

Knowledge, threatened, against FERA by Nasdaq or the SEC with respect to: (i) deregistering the FERA Units; (ii) deregistering

the FERA Class A Ordinary Shares; (iii) deregistering the FERA Rights; or (iv) terminating the listing of FERA on Nasdaq.

None of FERA or any of its Affiliates has taken any action in an attempt to terminate the registration of the FERA Units, the FERA Class A

Ordinary Shares or the FERA Rights under the Exchange Act.

(e) Except

as where FERA is not required in reliance on exemptions from various reporting requirements by virtue of FERA’s status as an “emerging

growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or “smaller

reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) FERA has established and

maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange

Act) that is sufficient to provide reasonable assurance regarding the reliability of FERA’s financial reporting and the preparation

of FERA’s financial statements for external purposes in accordance with GAAP and (ii) FERA has established and maintained

disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material

information relating to FERA and other material information required to be disclosed by FERA in the reports and other documents that

it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the

rules and forms of the SEC, and that all such material information is accumulated and communicated to FERA’s principal executive

officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure. Such disclosure controls

and procedures are effective in timely alerting FERA’s principal executive officer and principal financial officer to material

information required to be included in FERA’s periodic reports required under the Exchange Act.

(f) FERA

has not identified in writing and has not received written notice from an independent auditor of: (i) any significant deficiency

or material weakness in the system of internal controls utilized by FERA; (ii) any Fraud that involves FERA’s management or

other employees who have a significant role in the preparation of financial statements or the internal controls over financial reporting

utilized by FERA; or (iii) any claim or allegation regarding any of the foregoing.

(g) FERA

has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable

assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions

are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with IFRS and to maintain accountability

for FERA’s assets. FERA maintains and, for all periods covered by the FERA Financial Statements, has maintained, books and records

of FERA in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities

of FERA in all material respects.

Section 5.07

Absence of Certain Changes.

of the Signing Date and since the date of its formation: (a) there has not been any FERA Material Adverse Effect and (b) FERA

has (i) conducted no business other than as is or was incidental to its formation, the public offering of its securities (and the

related private offerings), public reporting and its search for an initial Business Combination (as defined below) as described in the

IPO Prospectus (as defined below) (including the investigation of the Company and the negotiation and execution of agreements related

to a Business Combination, including this Agreement) and related activities, and (ii) not taken any action or committed or agreed

to take any action that, if taken after the Signing Date, would be prohibited by ‎Section 7.03 of this Agreement.

Section 5.08

Undisclosed Liabilities.

Except

for any fees and expenses payable by FERA as a result of or in connection with the consummation of the Transactions as set forth on ‎Section 5.08

of the FERA Disclosure Letter (which shall contain estimates of such fees and expenses as of the date hereof), there is no material liability,

debt, obligation, claim or judgment against FERA except for liabilities and obligations: (i) reflected or reserved for on the financial

statements or disclosed in the notes to such financial statements included in FERA SEC Reports; or (ii) that have arisen since the date

of the most recent balance sheet included in FERA SEC Reports in the ordinary course of business of FERA.

Section 5.09

Compliance with Laws.

Since

its inception, FERA has complied with, and is not currently in violation of, any applicable Law with respect to the conduct of its business,

or the ownership or operation of its business, except for failures to comply or violations which, individually or in the aggregate, have

not been and would not reasonably be expected to be material to FERA. No written notice of violation or of non-compliance with any applicable

Law has been received by FERA since its inception. To FERA’s Knowledge, no assertion or action of any violation or of non-compliance

with any applicable Law is currently threatened against FERA.

Section 5.10

Legal Proceedings; Orders; Permits.

There

is no Legal Proceeding pending or, to FERA’s Knowledge, threatened to which FERA is subject that would reasonably be expected to

have a FERA Material Adverse Effect or that would have a material adverse effect on the ability of FERA to enter into and perform its

obligations under this Agreement and consummate the Transactions. There is no material Legal Proceeding that FERA has pending against

any other Person. FERA is not subject to any material Orders of any Governmental Authority, nor are any such Orders pending. FERA holds

all material Permits necessary to lawfully conduct its business as presently conducted, and to own, lease and operate its assets and

properties (including the Metal Stockpile), all of which are in full force and effect, except where the failure to hold such Consent

or for such Consent to be in full force and effect would not reasonably be expected to have a FERA Material Adverse Effect.

Section 5.11

Taxes and Returns.

(a) FERA

has (i) timely filed, or caused to be timely filed, all Income Tax and other material Tax Returns required to have been filed by

FERA (taking into account all valid extensions of time to file), and all such Tax Returns are accurate and complete in all material respects;

and (ii) timely paid, collected, withheld or remitted, or caused to be timely paid, collected, withheld or remitted, all Income

Taxes and other material amounts of Taxes required to be paid, collected, withheld or remitted, as the case may be, whether or not such

Taxes are shown as due and payable on any Tax Return.

(b) There

is no Legal Proceeding currently pending or, to FERA’s Knowledge, threatened against FERA by a Tax Authority in a jurisdiction

where FERA does not file Tax Returns regarding whether FERA is (or may be) subject to Tax or required to file a Tax Return in that jurisdiction.

are no audits, examinations, investigations or other Legal Proceedings pending against FERA in respect of any Tax which remain unresolved.

FERA has not been notified in writing of any proposed Tax claims or assessments against FERA which remain unresolved.

(d) There

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

(e) FERA

has not requested (or consented) to extend (or waive) the time in which any material amount of Tax may be assessed or collected by any

Tax Authority, other than any such extensions or waivers that are no longer in effect or that were extensions of time to file Tax Returns

obtained in the ordinary course of business.

(f) FERA

will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any

taxable period (or portion of any taxable period) beginning after the Closing Date, as a result of: (i) an installment sale or open

transaction disposition that occurred on or prior to the Closing Date; (ii) any change in method of accounting on or prior to the

Closing Date or the use of an improper method of accounting on or prior to the Closing Date; (iii) any prepaid amounts received

or deferred revenue realized or received on or prior to the Closing Date; or (iv) any agreement or arrangement with a Tax Authority

executed prior to Closing and relating to Taxes.

(g) FERA

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 customary 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 agreements, closing agreements or other agreements

relating to Taxes with any Tax Authority) that will be binding on FERA with respect to any period (or portion of any period) following

the Closing Date.

(h) FERA

has not participated in or been a party to, or sold, distributed or otherwise promoted, any “listed transaction” as

defined in Section 6707A of the Code and Treasury Regulations Section 1.6011-4 (or any similar or corresponding provision of state, local

or non-U.S. Law).

(i) FERA

does not have a permanent establishment, office or a fixed place of business in any country other than its jurisdiction of formation.

FERA is not engaged in a trade or business in any country other than its jurisdiction of formation that subjected FERA to Tax or a requirement

to file a Tax Return in such country.

Section 5.12

Properties.

FERA

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

any real property or any interest in real property or material Personal Property.

Section 5.13

Investment Company Act.

FERA

is not registered or required to be registered as an “investment company,” within the meaning of the Investment Company Act.

Section 5.14

Trust Account.

of the Signing Date, FERA has at least $231,759,093 in the Trust Account (as defined below). Trust Account funds are held in cash or

invested in U.S. government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment

Company Act pursuant to the Trust Agreement (as defined below). Whether written or unwritten, express or implied, there are no separate

Contracts, side letters or other arrangements or understandings that would cause the description of the Trust Agreement in FERA SEC Reports

to be inaccurate or that would entitle any Person (other than FERA Shareholders who shall have properly elected to redeem their FERA

Public Shares pursuant to FERA’s Organizational Documents and the underwriters of the IPO with respect to deferred underwriting

commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may

be released other than to (x) pay Taxes solely as required by any applicable Tax Authority and as permitted under the Trust Agreement

and (y) pay payments with respect to the redemption of FERA Public Shares properly submitted (a) in connection with a shareholder

vote to amend FERA’s Organizational Documents to: (i) modify the substance or timing of its obligation to allow redemption in connection

with a Business Combination or the redemption of 100% of its FERA Public Shares if it does not consummate a Business Combination by the

Business Combination Deadline (as defined below); or (ii) with respect to any other material provisions related to the rights of

holders of FERA Class A Ordinary Shares or (b) if FERA has not consummated an initial Business Combination by the Business

Combination Deadline. The Trust Agreement has not been amended or modified and is a valid and binding obligation of FERA. The Trust Account

is in full force and effect and is enforceable in accordance with its terms, subject to the Enforceability Exceptions. There are no claims

or proceedings pending or, to FERA’s Knowledge, threatened with respect to the Trust Account. FERA has performed all material obligations

required to be performed by it to date under the Trust Agreement. FERA is not in default, breach or delinquent in performance or any

other respect (claimed or actual) in connection with the Trust Agreement. No Event has occurred which, with due notice or lapse of time

or both, would constitute such a default or breach under the Trust Agreement. As of the Closing, the obligations of FERA to dissolve

or liquidate pursuant to FERA’s Organizational Documents shall terminate. As of the Closing, FERA shall have no obligation whatsoever

pursuant to FERA’s Organizational Documents to dissolve and liquidate the assets of FERA by reason of the consummation of the Transactions.

To FERA’s Knowledge, as of the Signing Date, following the Closing, no FERA Shareholder shall be entitled in its capacity as a

FERA Shareholder to receive any amount from the Trust Account except to the extent such FERA Shareholder is exercising their option to

redeem FERA Public Shares in connection with the Redemption. As of the Signing Date, assuming the accuracy of the representations and

warranties of the Company contained in this Agreement and the compliance by the Company with its obligations under this Agreement, FERA

does not have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds

available in the Trust Account will not be available to FERA on the Closing Date.

Section 5.15

Finders and Brokers.

Except

as reflected on ‎Section 5.15 of the FERA Disclosure Letter, no broker, finder, financial advisor, investment banker

or other Person is entitled to, nor will be entitled to, either directly or indirectly, any brokerage fee, finders’ fee or other

similar commission, for which FERA would be liable in connection with the Transactions based upon arrangements made by FERA or any of

its Affiliates.

Section 5.16

Certain Business Practices.

(a) FERA

has not, or, to FERA’s Knowledge, any of its officers, directors, employees, any other of their Representatives acting on the behalf

of FERA has not, since FERA’s formation, offered, given, paid, promised to pay, or authorized or received or accepted the payment

of anything of value to or from: (i) an official or employee of a foreign or domestic Governmental Authority; (ii) a foreign

or domestic political party or an official of a foreign or domestic political party; (iii) a candidate for foreign or domestic political

office, in any such case under circumstances where FERA, or FERA’s Representative knew that all or a portion of such thing of value

would be offered, given, or promised to an official or employee or a foreign or domestic Governmental Authority, a foreign or domestic

political party, an official of a foreign or domestic political party, or a candidate for a foreign or domestic political office; or

(iv) any other Person (in each case in violation of any Anti-Bribery Law). Since the date of its formation, FERA has not conducted

or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Authority with respect

to any alleged act or omission arising under or relating to any noncompliance with any Anti-Bribery Law. Since the date of its formation,

FERA has not received any written notice, request or citation from any Governmental Authority for any actual or potential noncompliance

with any Anti-Bribery Law. FERA has instituted, maintains and enforces policies and procedures reasonably designed to ensure compliance

in all material respects with the Anti-Bribery Laws.

(b) The

operations of FERA are and, since the date of its formation have been conducted at all times in compliance with Sanctions Laws, Ex-Im

Laws and Anti-Money Laundering Laws in all relevant jurisdictions and the rules and regulations under such Laws, in all material respects.

No Legal Proceeding involving FERA with respect to any of the foregoing is pending or, to FERA’s Knowledge, threatened.

has not, or any of its officers, directors, or employees, nor, to FERA’s Knowledge, any other of its Representatives acting on

behalf of FERA, is or has, since the date of FERA’s formation, been: (i) a Sanctioned Person; or (ii) in violation of

economic Sanctions Laws or export or import control Laws.

Section 5.17

Insurance.‎

Section 5.17

of the FERA Disclosure Letter lists all material insurance policies (by policy number, insurer, coverage period, coverage amount, annual

premium and type of policy) held by FERA or relating to FERA or its business, properties, assets, directors, officers and employees.

Copies of such insurance policies have been provided to the Company. All premiums due and payable under all such insurance policies have

been timely paid and FERA is otherwise in material compliance with the terms of such insurance policies. All such insurance policies

are in full force and effect. To FERA’s Knowledge 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 FERA. FERA has reported to its insurers all claims and

pending circumstances that would reasonably be expected to result in a claim, except where such failure to report such a claim would

not be reasonably likely to have a FERA Material Adverse Effect.

Section 5.18

Information Supplied.

None

of the information supplied or to be supplied by or on behalf of FERA or its Representatives in writing expressly for inclusion or incorporation

by reference in (a) any Current Report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing

made with any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement and the Ancillary

Documents, (b) the Proxy Statement/Registration Statement or (c) the mailings or other distributions to FERA Shareholders with

respect to the consummation of the transactions contemplated by this Agreement or the Ancillary Documents or in any amendment to any

of documents identified in clauses (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 or on behalf of FERA or its Representatives in writing 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, FERA makes no representation, warranty or covenant with respect to any information supplied by or on behalf of the Company

Group or any of their respective Affiliates.

Section 5.19

Independent Investigation.

FERA

has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial

or otherwise) or assets of the Company, Holdco and Merger Sub. FERA acknowledges that it has been provided adequate access to the personnel,

properties, assets, premises, books and records, and other documents and data of the Company, Holdco and Merger Sub for such purposes.

In making its decision to enter into this Agreement and to consummate the Transactions, FERA has relied solely upon: (a) 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 Letter) and in any certificate delivered to FERA pursuant to this Agreement; and (b) the information provided

by or on behalf of the Company for the Registration Statement. Neither the Company nor its Representatives have made any representation

or warranty as to the Company or this Agreement, except as: (i) expressly set forth in this Agreement (including the related portions

of the Company Disclosure Letter) or in any certificate delivered to FERA pursuant to this Agreement; or (ii) with respect to the

information provided by or on behalf of the Company for the Registration Statement.

Section 5.20

Employees; Benefit Plans.

FERA

does not or has not had any employees. FERA does not maintain, or has in the past maintained, any Benefit Plan or has any liability with

respect to any Benefit Plan.

Section 5.21

Transactions with FERA Related Persons. ‎

Section 5.21

of the FERA Disclosure Letter contains a list of each transaction or Contract to which FERA is a party with any: (a) present or

former officer or director of any of FERA; (b) beneficial owner (within the meaning of Section 13(d) of the Exchange Act) of

5% or more of the capital stock or Equity Securities of FERA; or (c) any Affiliate, “associate” or any member of the

“immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the

foregoing. To FERA’s Knowledge, no FERA Related Person (as defined below) or any Affiliate of a FERA Related Person has, directly

or indirectly, an economic interest in any Contract, property or right (tangible or intangible) with FERA (other than such Contracts

that relate to any such Person’s ownership of the Equity Securities of FERA).

Section 5.22

No Additional Representations or Warranties.

Except

as provided in this ‎Article V or in any Ancillary Document to which FERA is a party, FERA nor any of its Affiliates,

nor any of their respective directors, managers, officers, employees, stockholders, shareholders, partners, members or representatives

has made, or is making, any representation or warranty whatsoever to any other party or its Affiliates. No such party shall be liable

in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. FERA acknowledges that it or

its advisors, have made their own investigation of the Company Group and, except as provided in Article IV or in any Ancillary

Document to which the Company is a party, are not relying on any representation or warranty whatsoever as to the condition, merchantability,

suitability or fitness for a particular purpose or trade as to any of the assets of the Company Group, the prospects (financial or otherwise)

or the viability or likelihood of success of the business of the Company Group as conducted after the Closing, as contained in any materials

provided by the Company Group or any of its Affiliates or any of their respective directors, officers, employees, shareholders, partners,

members or representatives or otherwise.

Article VI

COVENANTS

Section 6.01

Access and Information; Cooperation.

(a) During

the period from the Signing Date and continuing until the earlier of the termination of this Agreement in accordance with ‎Section 8.01

of this Agreement and the Closing (the “Interim Period”), subject to ‎Section 6.17 of this Agreement,

the Company shall give, shall cause its respective directors, officers, managers and employees (collectively, “Controlled

Representatives”) to give, and shall direct its non-Controlled Representatives to give, FERA and its Representatives, upon

their reasonable request, reasonable access to all offices and other facilities and to all officers, managers, properties (excluding

the Metal Stockpile, except as described below), Contracts, agreements, commitments, books and records, financial and operating data

and other financial information (including Tax Returns), of or pertaining to the Company Group, as FERA or its Representatives may reasonably

request regarding the Company Group and their respective businesses, assets (excluding the Metal Stockpile, except as described below),

Liabilities, financial condition, prospects, operations, management and employees in connection with the Transactions. The Company shall

cause each of its Controlled Representatives to reasonably cooperate with, and shall direct its non-Controlled Representatives to reasonably

cooperate with, FERA and its Representatives in their investigation. Such reasonable access shall be provided at reasonable times during

normal business hours and upon reasonable intervals and notice. FERA and its Representatives shall conduct any such activities in such

a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiaries or Representatives. Notwithstanding

the foregoing, the Company shall not be required to provide, or cause to be provided, to FERA or any of its Representatives any information

if and to the extent doing so would (i) violate any Law, or confidentiality obligation, to which the Company Group is subject or

(ii) jeopardize protections afforded to the Company Group under the attorney-client privilege or the attorney work product doctrine.

The Company shall not be required to provide, or cause to be provided, to FERA or any of its Representatives any information if the Company

Group, on the one hand, and FERA or any of its Representatives, on the other hand, are adverse parties in a litigation and such information

is reasonably pertinent to such litigation. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated

under this Agreement to permit FERA or any of its Representatives to (i) access the Metal Stockpile or take any other action with

respect thereto or (ii) conduct any invasive, intrusive or subsurface sampling or testing of any materials or media at the properties

of the Company; provided, however, that following the execution and delivery of this Agreement and by no later than the day prior to

the Closing Date, FERA shall be permitted reasonable access, in no more than two instances, to conduct a testing of the Metal Stockpile

prior to Closing and, any additional visits reasonably requested and mutually agreed between FERA and the Company solely for purposes

of visual confirmation of the Metal Stockpile. Any such visit or testing (v) shall be coordinated with the Company reasonably in advance

and be at a reasonable time during normal business hours, shall not unreasonably interfere with the business or operations of the Company,

(w) shall occur in the presence of at least one (1) Representative of the Company, and (x) shall be conducted at FERA’s sole cost

and expense. In the case of testing of the Metal Stockpile, such testing shall be performed by a mutually agreed independent third party

in accordance with the standards and methodology set forth in Exhibit F (the “Independent Metal Testing”),

for the purpose of confirming that the Metal Stockpile is, in all material respects, in the same condition as reflected in the benchmark

results set forth in Exhibit F. FERA shall, and shall cause any independent third party conducting such testing, to reasonably

cooperate with the Company during each visit to the Metal Stockpile. FERA shall indemnify, defend, protect and hold harmless the Company

from and against all losses, liabilities, damages, claims, costs and expenses arising out of or incurred as a result of such testing,

sampling or inspection conducted by or on behalf of FERA, unless any such losses, liabilities, damages, claims, costs or expenses are

the result of the gross negligence, willful misconduct or bad faith of the Company Group.

(b) During

the Interim Period, subject to ‎Section 6.17 of this Agreement, FERA shall give, shall cause its Controlled Representatives

to give, and shall direct its non-Controlled Representatives to give, the Company and its Representatives, upon their reasonable request,

reasonable access to all offices and other facilities and to all officers, directors, properties, Contracts, agreements, commitments,

books and records, financial and operating data and other financial information (including Tax Returns), of or pertaining to FERA or

its Subsidiaries, as the Company or its Representatives may reasonably request regarding FERA, its Subsidiaries and their respective

businesses, assets, Liabilities, financial condition, prospects, operations, management and employees in connection with the Transactions.

FERA shall cause each of FERA’s Controlled Representatives to reasonably cooperate with, and shall direct its non-Controlled Representatives

to reasonably cooperate with, the Company and its Representatives in their investigation. Such reasonable access shall be provided at

reasonable times during normal business hours and upon reasonable intervals and notice. 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 FERA or any of its Representatives.

Notwithstanding the foregoing, FERA shall not be required to provide, or cause to be provided, to the Company or any of its Representatives

any information if and to the extent doing so would: (i) violate any Law to which FERA is subject; or (ii) jeopardize protections

afforded to FERA under the attorney-client privilege or the attorney work product doctrine. In the case of each of clauses (i)

and (ii) in the preceding sentence, FERA shall: (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 or Law; and (y) to the extent reasonably

possible, provide such information in a manner without violating such privilege, doctrine or Law. FERA shall not be required to provide,

or cause to be provided, to Company or any of its Representatives any information if FERA, 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 to such litigation.

the Interim Period, each of the Company, Holdco, Merger Sub and FERA shall, and shall cause their respective Controlled Representatives,

and shall direct their non-Controlled Representatives, to:

(i) reasonably

cooperate in a timely manner in connection with any financing arrangement to which the Parties (other than the Shareholders), mutually

agree to seek in connection with the Transactions (including any Equity PIPE), including: (A) by providing such reasonable information

and assistance as the other Party (other than the Shareholders), may reasonably request; (B) granting such reasonable access to

the other Party (other than the Shareholders) or the Company, on the one hand, or FERA, on the other hand, and their respective Representatives

as may be reasonably necessary for their due diligence; (C) participating in a reasonable number of meetings, presentations, road

shows, drafting sessions and due diligence sessions with respect to such financing efforts; and (D) negotiating any required additional

documents, including any investor subscription agreements. Such cooperation shall include direct contact between senior management and

other Representatives of the Company at reasonable times and locations. All such cooperation, assistance and access shall be granted

during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations

of the Company, FERA or their respective Subsidiaries or Representatives; and

(ii) use

reasonable best efforts to take all actions and do all things necessary, proper or advisable to consummate any Equity PIPE, including

any actions contemplated by any investor subscription agreement.

(iii) the

foregoing cooperation shall include, among other things, that FERA continues to engage the Placement Agent, at FERA’s expense,

to continue the private placement process pursuant to the terms existing as of the Signing Date, and reasonably cooperate in a timely

manner with the Placement Agent to solicit and secure any Equity PIPE.

Section 6.02

Conduct of Business of the Company Group.

(a) During

the Interim Period, except (i) as expressly contemplated by this Agreement or the Ancillary Documents, (ii) in connection with

any Equity PIPE (as defined below), (iii) as required by applicable Law, (iv) as set forth on ‎Section 6.02(a)

of the Company Disclosure Letter, (v) to the extent not prohibited by the terms of this Agreement, or (vi) as consented to

in writing by FERA, the Company Group shall use commercially reasonable efforts to: (A) conduct its business, in all material respects,

in the ordinary course of business consistent with past practice; (B) comply in all respects with all Laws applicable to the Company

Group and its business and assets, including Sanctions Laws, Ex-Im Laws, Anti-Bribery Laws and Anti-Money Laundering Laws; and (C) preserve

intact, in all material respects, its business organization.

(b) Notwithstanding

‎anything to the contrary in Section 6.02(a) or ‎(c), or ‎Section 6.07, of this Agreement, during the

Interim Period, the Company may consummate one or more sales or dispositions from the Metal Stockpile, on pricing and terms acceptable

to the Company (which may include in-kind consideration, including equity or convertible securities (“In-Kind Transaction”))

(the “Stockpile Sales”), and the Company shall use its commercially reasonable efforts to consummate Stockpile Sales

with aggregate proceeds (or value in the case of in-kind consideration, equity or convertible securities) of at least $50,000,000 (the

“Min Stockpile Sales”); provided, however, that (i) the Company shall consult with FERA prior to consummating any

such Stockpile Sales and shall consider in good faith the views expressed by FERA (it being understood that, subject to the foregoing

consultation requirement, the Company shall retain sole discretion with respect to whether to consummate any such Stockpile Sales), (ii)

any In-Kind Transaction shall, to the extent such In-Kind Transaction is counted toward satisfaction of the Min Stockpile Sales, be subject

to FERA’s prior written consent, and, to the extent not counted toward satisfaction of the Min Stockpile Sales, be subject to FERA’s

prior written consent not to be unreasonably withheld, conditioned or delayed, and (iii) any and all Stockpile Sales shall be effected

in good faith as a bona fide arm’s-length transaction between the Company and an unrelated, third-party purchaser acting independently

and in its own interest.

limiting ‎Section 6.02(a) of this Agreement and (i) except as contemplated by the terms of this Agreement or the

Ancillary Documents, (ii) as required by applicable Law, (iii) to the extent not prohibited by the terms of this Agreement,

(iv) as consented to in writing by FERA (such consent not to be unreasonably withheld, conditioned or delayed), or (v) as set forth

on ‎Section 6.02(c) of the Company Disclosure Letter, during the Interim Period, the Company shall not, and shall cause

Holdco and Merger Sub 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, charge, pledge, mortgage or dispose of or propose to issue, grant, sell, charge, pledge, mortgage or

dispose of any of its Equity Securities and any other equity-based awards;

(iii) engage

in any hedging transaction with a third person with respect to any Equity Securities of the Company;

(iv) (A) repurchase,

subdivide, split, consolidate, combine, recapitalize or reclassify any of its shares or other Equity Securities or issue any other securities

in respect of such shares or other Equity Securities, (B) pay or set aside any dividend or other distribution (whether in cash,

equity or property or any combination of cash, equity or property) in respect of its shares or other Equity Securities, or (C) directly

or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its Equity Securities, except with respect to the Merger/Exchange;

(v) voluntarily

incur liabilities or obligations in excess of $500,000 individually, or $1,000,000 in the aggregate, except for operating expenses in

the ordinary course and reasonable costs related to the Transactions or to any Stockpile Sales;

(vi) make

any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any Person;

(vii) except

as otherwise (A) required by Law, or (B) in the ordinary course of business consistent with past practice, (1) grant any severance,

retention, change in control or termination or similar pay; (2) terminate, adopt, enter into, or modify or amend or grant any new

awards under any Benefit Plan or any plan, policy, practice, program, agreement or other arrangement that would be deemed a Benefit Plan

if in effect as of the Signing Date; (3) issue or grant any options, profits interests, phantom units or any other equity or equity-linked

awards; (4) grant or announce any increase in the compensation or benefits of any current or former employee, officer, or director;

(5) take any action to amend or waive any performance or vesting criteria or to accelerate the time of payment or vesting of any

compensation or benefit payable by the Company or any of the Company’s Subsidiaries; (6) hire or engage any employees with

an annual base salary in excess of $500,000 or aggregate base salaries of all such hired employees of $2,000,000; or (7) waive or

release any restrictive covenants applying to any current or former employee or other industrial service provider;

(viii) enter

into, amend, modify, negotiate, terminate or extend any Labor Agreement, and Benefit Plan or recognize or certify any labor union, works

council, labor organization or group of employees of the Company as the bargaining representative for any employees of the Company;

(ix) (A) make,

change or rescind any material election relating to Taxes (other than elections consistent with the Company’s past practice); (B) settle

any claim, suit, litigation, proceeding, arbitration, investigation, audit, controversy or other Legal Proceeding relating to material

Taxes; (C) file any amended Income Tax or other material Tax Return; (D) surrender or allow to expire any right to claim a

refund of material Taxes; (E) change or request to change any method of accounting for Tax purposes; (F) waive or extend any

statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued; or (G) enter

into any agreement or arrangement with any Governmental Authority with respect to Taxes, in each case except as required by applicable

Law;

(x) (A) transfer,

sell, assign, license, sublicense, covenant not to assert, subject to a Lien (other than a Permitted Lien), abandon, allow to lapse,

transfer or otherwise dispose of, any right, title or interest of the Company Group in or to any Owned Company Intellectual Property

material to the business of the Company (other than under nonexclusive agreements to provide the Company Products to customers entered

into, amended, extended, or modified in the ordinary course of business consistent with past practice); (B) otherwise amend or modify,

permit to lapse or fail to preserve any Owned Company Intellectual Property material to the business of the Company; (C) disclose,

divulge, furnish to or make accessible any material Trade Secrets constituting Owned Company Intellectual Property and other Company

Intellectual Property for which it has an obligation of confidentiality to any Person who has not entered into a confidentiality agreement

sufficiently protecting the confidentiality of such material Trade Secrets constituting Company Intellectual Property; or (D) include,

incorporate or embed in, link to, combine, make available or distribute with, or use in the development, operation, delivery or provision

of any Owned Company Software any Open Source Software;

(xi) (A) terminate,

waive any provisions of, amend or assign any Company Contract; or (B) enter into any Contract, other than in the ordinary course

and consistent with past practice, that would be a Company Contract;

(xii) establish

any Subsidiary or enter into any new line of business;

(xiii) (A) fail

to use commercially reasonable efforts to maintain in full force insurance policies or replacement or revised policies providing insurance

coverage with respect to its assets, properties, operations and activities in such amount and scope of coverage substantially similar

to that which is currently in effect; or (B) terminate without replacement or amend in a manner materially detrimental to the Company,

any insurance policy insuring the Company;

(xiv) make

any material change in accounting methods, principles or practices, except to the extent required to comply with IFRS;

(xv) waive,

release, assign, settle or compromise any Legal Proceeding (except in the context of any Legal Proceeding between the Company Group,

on the one hand, and FERA, on the other hand), other than waivers, releases, assignments, settlements or compromises that involve only

the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its

Affiliates) not in excess of $50,000 (individually or in the aggregate);

(xvi) acquire,

including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination (A) any

corporation, partnership, limited liability company, other business organization or any division of any corporation, partnership, limited

liability company or other business organization; or (B) any material amount of assets outside the ordinary course of business;

(xvii) other

than capital expenditures as reflected in the Company’s capital staging scenario previously provided to FERA, make individual capital

expenditures in excess of $100,000;

(xviii) (A) other

than in the ordinary course of business, fail to pay within a reasonable amount of time following the time due and payable, amounts of

accounts payable (other than any account payable that is, at such time, subject to a bona fide dispute); or (B) other than in the

ordinary course of business, fail to use commercially reasonable efforts to collect within a reasonable amount of time following the

time due, discount or otherwise reduce any account receivable, in each case, in a manner that would reasonably be expected to materially

reduce the Company’s working capital;

(xix) adopt

a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring or other reorganization;

(xx) sell,

lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations) or otherwise dispose

of any portion of its tangible properties, assets or rights;

(xxi) other

than the Transactions, enter into any agreement, understanding or arrangement with respect to the voting of Equity Securities of the

Company;

(xxii) 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);

(xxiii) (A) limit

the right of the Company to: (1) engage in any line of business; (2) operate in any geographic area; (3) develop, market

or sell products or services; or (4) compete with any Person; or (B) grant any exclusive or similar rights to any Person, in

each case;

(xxiv) take

any action, or intentionally fail to take any action, that would reasonably be expected to materially delay or impair the satisfaction

of the conditions set forth in ‎Article VIII or that would impede the Transactions or the transactions contemplated in

any Ancillary Document; or

(xxv) authorize

or agree to do any of the foregoing actions.

Section 6.03

Conduct of Business of FERA.

(a) During

the Interim Period, (i) except as expressly contemplated by this Agreement or the Ancillary Documents, (ii) as required by

applicable Law, (iii) as set forth on ‎Section 6.03(a) of the FERA Disclosure Letter, (iv) to the extent not

prohibited by the terms of this Agreement, or (v) as consented to in writing by the Company (such consent not to be unreasonably

withheld, conditioned or delayed), FERA shall use commercially reasonable efforts to: (A) conduct its business, in all material

respects, in the ordinary course of business; (B) comply in all material respects with all Laws applicable to FERA and its businesses,

assets and employees; and (C) preserve intact, in all material respects, its business organizations.

(b) Without

limiting ‎Section 6.03(a) of this Agreement and (i) except as contemplated by the terms of this Agreement or the

Ancillary Documents, (ii) as required by applicable Law, (iii) to the extent not prohibited by the terms of this Agreement,

or (iv) as set forth on ‎Section 6.03(b) of the FERA Disclosure Letter, during the Interim Period, without the prior

written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), FERA shall not:

(i) amend,

waive or otherwise change, in any respect, its Organizational Documents, except as required by applicable Law;

(ii) other

than in connection with a conversion of the Working Capital Loans (as defined below) or any Equity PIPE, (A) authorize for issuance,

issue, grant, sell, charge, pledge, mortgage or dispose of or propose to issue, grant, sell, charge, pledge, mortgage or dispose of any

of its Equity Securities or other security interests of any class and any other equity-based awards; or (B) engage in any hedging

transaction with a third Person with respect to such securities;

(iii) (A) subdivide,

split, consolidate, combine, recapitalize or reclassify any of its shares or other Equity Securities or issue any other securities in

respect of such shares or other Equity Securities; (B) pay or set aside any dividend or other distribution (whether in cash, equity

or property or any combination of cash, equity or property) in respect of its shares or other Equity Securities; or (C) directly or indirectly

redeem, purchase or otherwise acquire or offer to acquire any of its Equity Securities;

(iv) (A) incur,

create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise and including Working Capital

Loans) in excess of $5,000,000 in the aggregate; (B) make a loan or advance to or investment in any third party; or (C) guarantee

or endorse any Indebtedness, Liability or obligation of any Person;

(v) (A) make,

change or rescind any material election relating to Taxes; (B) settle any claim, suit, litigation, proceeding, arbitration, investigation,

audit, controversy or other Legal Proceeding relating to material Taxes; (C) file any amended Income Tax or other material Tax Return;

(D) surrender or allow to expire any right to claim a refund of material Taxes; (E) change or request to change any method

of accounting for Tax purposes; (F) waive or extend any statute of limitations in respect of a period within which an assessment

or reassessment of material Taxes may be issued; or (G) enter into any agreement or arrangement with any Governmental Authority

with respect to Taxes, in each case except as required by applicable Law;

(vi) amend,

waive or otherwise change the Trust Agreement in any manner adverse to FERA;

(vii) terminate,

waive or assign any material right under any material Contract of FERA;

(viii) fail

to maintain its books, accounts and records in all material respects in the ordinary course of business;

(ix) establish

any Subsidiary or enter into any new line of business;

(x) fail

to maintain in full force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets,

operations, properties and activities in such amount and scope of coverage substantially similar to that which is currently in effect;

(xi) make

any material change in accounting methods, principles or practices, except to the extent required to comply with GAAP (as defined below)

or PCAOB standards;

(xii) waive,

release, assign, settle or compromise any claim, action, proceeding or investigation (including any suit, action, claim, proceeding or

investigation relating to this Agreement or the Transactions), 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,

FERA or its Subsidiary) not in excess of $50,000 (individually or in the aggregate);

(xiii) acquire,

including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation,

partnership, limited liability company, other business organization or any division of any corporation, partnership, limited liability

company or other business organization, or any material amount of assets outside the ordinary course of business;

(xiv) make

capital expenditures;

(xv) adopt

a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

(xvi) voluntarily

incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $250,000 in the aggregate (excluding

the incurrence of any expenses) other than (A) pursuant to the terms of a Contract in existence as of the Signing Date; (B) Working

Capital Loans (subject to ‎Section 6.03(b)(iv) of this Agreement above); or (C) in accordance with the terms of

this ‎Section 6.03 of this Agreement during the Interim Period incurred in connection with its performance of its obligations

under, or as otherwise as contemplated by, this Agreement;

(xvii) sell,

lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose

of any material portion of its tangible properties, assets or rights;

(xviii) enter

into any agreement, understanding or arrangement with respect to the voting of Equity Securities of FERA;

(xix) take

any action that would reasonably be expected to materially delay or impair the obtaining of any Consents of any Governmental Authority

to be obtained in connection with this Agreement;

(xx) grant

or establish any form of compensation or benefits to any current or former employee, officer, director, individual independent contractor

or other individual service provider of FERA;

(xxi) take

any action, or intentionally fail to take any action, that would reasonably be expected to delay or impair the satisfaction of the conditions

set forth in ‎Article VIII or that would impede the Transactions; or

(xxii) authorize

or agree to do any of the foregoing actions.

Section 6.04

Additional Financial Information.

(a) From

the date hereof until the Effective Time, the Company shall deliver to FERA, as promptly as reasonably practicable, such audited and

unaudited financial statements of the Company and any of its predecessors and subsidiaries as are required to be included in the Proxy

Statement/Registration Statement (including any amendment or supplement thereto) under the Securities Act and the applicable rules and

regulations of the SEC (including Regulation S-X), in order to (i) maintain the effectiveness of the Registration Statement and (ii)

permit the delivery of the Proxy Statement to the FERA Shareholders; provided, that in no event shall the Company deliver

any such financial statements later than the date which is three (3) Business Days prior to the Filing Deadline. Upon delivery of any

such financial statements, the representations and warranties set forth in ‎Section 4.06(a) shall be deemed to apply

to such financial statements with the same force and effect as if made as of the Signing Date. Such financial statements shall: (i) be

prepared in accordance with IFRS, consistently applied throughout the periods presented (except as may be indicated in the notes thereto);

(ii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as of the

respective dates and for the respective periods presented; (iii) be derived from and accurately reflect, in all material respects, the

books and records of the Company; (iv) in the case of audited annual financial statements, be audited in accordance with the standards

of the PCAOB; and (v) in the case of interim financial statements, be subject to normal year-end adjustments and not contain all footnote

disclosures required by IFRS for complete annual financial statements.

(b) During

the Interim Period, the Company shall use its commercially reasonable efforts: (i) to assist, upon advance written notice, during

normal business hours and in a manner so as to not unreasonably interfere with the normal operation of the Company, FERA in causing to

be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that

are required to be included in the Proxy Statement/Registration Statement, the Current Report on Form 8-K pursuant to the Exchange Act

and any other filings to be made by the Company or FERA with the SEC in connection with the Transactions, including, management’s

discussion and analysis of financial condition and results of operations prepared in accordance with Item 303 of Regulation S-K under

the Securities Act as necessary for inclusion in the Proxy Statement/Registration Statement and the Current Report on Form 8-K pursuant

to the Exchange Act in connection with the Transactions (including customary pro forma financial information); and (ii) to obtain

the consents of its auditors as may be required by applicable Law or required or requested by the SEC.

Company’s use of commercially reasonable efforts pursuant to this ‎Section 6.04 of this Agreement shall include

the incurrence of reasonable fees, costs and expenses that may be required in order to timely comply with the Company’s obligations

to deliver the financial statements and related information pursuant to this ‎Section 6.04(c) of this Agreement.

Section 6.05

FERA Public Filings.

During

the Interim Period, FERA shall use its commercially reasonable efforts to keep current all of its public filings with the SEC and otherwise

comply in all material respects with Federal Securities Laws. During the Interim Period, FERA shall use its commercially reasonable efforts

prior to the Closing to maintain the listing of FERA Class A Ordinary Shares, FERA Rights and FERA Units on the Listing Exchange. FERA’s

use of commercially reasonable efforts pursuant to this ‎Section 6.05 shall include the incurrence of reasonable fees,

costs and expenses that may be required in order to timely comply with FERA’s obligations pursuant to this ‎Section 6.05.

Section 6.06

Nasdaq Listing.

Each

of the Company and FERA shall take all actions necessary or reasonably necessary to cause: (a) Holdco’s initial listing application

with Nasdaq (as defined below) in connection with the Transactions to have been approved; (b) FERA to satisfy all applicable continuing

listing requirements of Nasdaq and Holdco to satisfy all applicable initial listing requirements of Nasdaq; and (c) the Holdco Ordinary

Shares issuable in accordance with this Agreement and the Ancillary Documents, including the Merger/Exchange, to be approved for listing

on Nasdaq (and the Company shall reasonably cooperate in connection therewith), subject to official notice of issuance, in each case,

as promptly as reasonably practicable after the Signing Date, and in any event prior to the Merger Effective Time.

Section 6.07

No Solicitation.

(a) Subject

to Section 6.07(c), 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, each Party shall not, shall cause its respective Controlled Representatives

not to, and shall direct its respective non-Controlled Representatives not to, without the prior written consent of the other Party,

directly or indirectly: (i) solicit, assist, initiate, engage or facilitate the making, submission or announcement of or encourage,

any Acquisition Proposal (as defined below); (ii) furnish any non-public information to any Person or group (other than a Party

to this Agreement or its Representatives) in connection with or in response to, or that would reasonably be expected to lead to, an Acquisition

Proposal; (iii) engage, encourage or participate in discussions or negotiations with any Person or group with respect to, or that

would 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 or arrangement related to any Acquisition Proposal or that would reasonably be expected to lead

to an Acquisition Proposal; (vi) release any third Person from, or waive any provision of, any confidentiality agreement to which

such Party is a party; (vii) otherwise encourage, facilitate or cooperate in any way with any such inquiries, proposals, discussions,

or negotiations or any effort or attempt by any Person to make an Alternative Transaction (as defined below); (viii) enter into

any agreement, arrangement or understanding that would reasonably be expected to adversely affect the ability of the Parties or their

respective Affiliates to consummate the Transaction in a timely manner; (ix) prepare or take any steps in connection with a public

offering of any securities (or any Affiliate or successor of such Party), other than in connection with the Transactions, including any

Equity PIPE; or (x) agree or otherwise commit to enter into or engage in any of the foregoing.

(b) Subject

to Section 6.07(c), each Party as promptly as practicable (and in any event within two (2) Business Days) in writing of the

receipt by such Party or, to its Knowledge, any of its Controlled Representatives of: (i) any inquiries, proposals or offers, requests

for information or requests for discussions or negotiations regarding or constituting any Acquisition Proposal; (ii) any inquiries,

proposals or offers, requests for information or requests for discussions or negotiations that could be expected to result in an Acquisition

Proposal; and (iii) 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 of such Acquisition Proposal (including a copy of such Acquisition

Proposal if in writing or a written summary of such Acquisition Proposal, if oral) and the identity of the party making such inquiry,

proposal, offer or request for information. Each Party shall keep the other Party promptly informed of the status of any such inquiries,

proposals, offers or requests for information. During the Interim Period, each Party shall, and shall cause its respective Controlled

Representatives to, and shall direct its respective non-Controlled Representatives to, immediately cease and cause to be terminated any

solicitations, discussions or negotiations with any Person with respect to any Acquisition Proposal. During the Interim Period, each

Party shall, and shall direct its Representatives to, cease and terminate any such solicitations, discussions or negotiations.

anything in this Agreement to the contrary, including this Section 6.07(c), none of the provisions of this Section 6.07

shall apply to any Stockpile Sales, or the arrangements, efforts or undertakings to effect any Stockpile Sales.

Section 6.08

No Trading.

The

Company is aware and acknowledges and agrees that the Company’s Affiliates are aware and each of their respective Representatives

are aware or, upon receipt of any material nonpublic information of FERA, will be advised, of the restrictions imposed by Federal Securities

Laws on a Person possessing material nonpublic information about a publicly traded company.

Section 6.09

Notification of Certain Matters.

(a) During

the Interim Period, each Party shall give prompt notice to the other Parties if such Party or its Affiliates or their respective Representatives:

(a) receives any written notice or other written communication in writing from any third party (including any Governmental Authority)

alleging: (i) that the Consent of such third party is or may be required in connection with the Transactions; or (ii) any non-compliance

with any Sanctions Laws, Ex-Im Laws, Anti-Bribery Laws and Anti-Money Laundering Laws or any other Law by such Party or its Representatives;

(b) receives any notice or other communication from any Governmental Authority in connection with the Metal Stockpile or the Transactions;

(c) becomes aware of the commencement or threat of any Legal Proceeding against a Party or any of its Affiliates, or any of their

respective properties or assets (including the Metal Stockpile), with respect to the consummation of the Transactions or (d) receives

any written notice or other written communication from any Person asserting or alleging a Lien or adverse claim asserted or threatened

against the Metal Stockpile or any interest therein, or otherwise questioning, disputing or challenging the Company’s right, title

or interest in or to the Metal Stockpile. No such notice shall constitute an acknowledgement or admission by the Party providing the

notice regarding whether or not: (x) any of the conditions to the Closing have been satisfied; or (y) any of the representations,

warranties or covenants contained in this Agreement have been breached.

(b) If

prior to the Closing a third party (including any Governmental Authority) brings, or to any Party’s knowledge, threatens, any Legal

Proceeding related to the Metal Stockpile, this Agreement or the Transactions, such Party shall promptly notify the other Parties of

any such Legal Proceeding and keep the other Parties reasonably informed with respect to the status of any such Legal Proceeding.

Party shall provide the other Parties the opportunity to participate in (subject to a customary joint defense agreement), but not control,

the defense of any such Legal Proceeding, and shall in good faith give due consideration to the other Parties’ advice with respect

to such Legal Proceeding. No Party shall settle or agree to settle any such Legal Proceeding without the prior written consent of the

other Parties, such consent not to be unreasonably withheld, conditioned or delayed.

Section 6.10

Efforts.

(a) In

furtherance and not in limitation of ‎Section 6.13 of this Agreement, but subject to ‎Section 6.10(c)

of this Agreement, to the extent required under any Antitrust Laws, each Party agrees to use its reasonable best efforts to: (i) make

or cause to be made any required filing or application under the HSR Act with respect to the Transactions as promptly as practicable,

but in no event later than twenty (20) Business Days after the Signing Date, and (ii) make or cause to be made any required

filing or application under other Antitrust Laws, as applicable, with respect to the Transactions as promptly as practicable after the

Signing Date (such filings or applications described in the foregoing clauses (i) and (ii), collectively, that are

set forth on ‎Section 6.10(a) of the Company Disclosure Letter, the “Required Antitrust Filings,”

and the Antitrust Laws underlying such Required Antitrust Filings, the “Applicable Antitrust Laws”). In each

case, such Required Antitrust Filings shall be made at such Party’s sole cost and expense (except that any fees or other amounts

charged by any Governmental Authorities relating to such Required Antitrust Filings will be split equally and paid in equal proportion

between FERA, on the one hand, and the Company, on the other hand and to be borne in full by Holdco in connection with the Closing);

(ii) supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested

pursuant to Applicable Antitrust Laws; and (iii) take all other actions reasonably necessary, proper or advisable to cause the expiration

or termination of the applicable waiting periods under Applicable Antitrust Laws, and to obtain any Consents under Applicable Antitrust

Laws, including by requesting early termination of the waiting period provided for under the Applicable Antitrust Laws. In connection

with its efforts to obtain the expiration or termination of the applicable waiting periods under Applicable Antitrust Laws, and to obtain

any Consents under Applicable Antitrust Laws, each Party shall use its reasonable best efforts to: (A) promptly provide to the other

Party, and keep the other Parties reasonably informed of, any material communication received by such Party or its Representatives from,

or given by such Party or its Representatives to, any Governmental Authority; (B) promptly provide to the other Party, and keep

the other Parties reasonably informed of, any material communication received or given in connection with any proceeding by a private

Person, in each case regarding any of the Transactions; (C) permit a Representative of the other Party and its outside counsel to

review (and consider their views in good faith) any material communication given by it to, and consult with each other in good faith

in advance of any material meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private

Person, with any other Person; (D) to the extent permitted by such Governmental Authority or other Person, give a Representative

or Representatives of the other Parties the opportunity with reasonable advance notice to attend and participate in such meetings and

conferences; (E) if 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 of such meetings or conferences; and (F) use reasonable

best efforts to cooperate in the preparation and filing of any memoranda, white papers, filings, correspondence or other written communications

explaining or defending the Transactions, articulating any regulatory or competitive argument, or responding to requests or objections

made by any Governmental Authority, with each Party retaining the right to (i) review and approve in advance, with such approvals

not to be unreasonably withheld or delayed, all memoranda, white papers, filings, correspondence or other written communications with

any Governmental Authority to be made jointly in connection with the Transactions and (ii) review and comment on in advance, with

such comments to be considered by the filing Party in good faith, all memoranda, white papers, filings, correspondence or other written

communications with any Governmental Authority to be made by the other Parties in connection with the Transactions. Notwithstanding the

foregoing, any such disclosures, rights to participate or provisions of information by one Party to the other under this ‎Section 6.10

of this Agreement may be made on an outside counsel-only basis to the extent required under applicable Law or as appropriate to satisfy

contractual confidentiality obligations. Notwithstanding the foregoing, in any event, even when sharing information on a counsel-only

basis, each Party may redact (x) any information related to valuation of the Company, and (y) information that benefits from

attorney-client privilege where disclosure would cause such information to cease to benefit from attorney-client privilege.

(b) In

furtherance and not in limitation of ‎Section 6.13 of this Agreement, but subject to ‎Section 6.10(c)

of this Agreement, as soon as reasonably practicable following the Signing Date, the Parties shall reasonably cooperate with each other

and use their respective reasonable best efforts to prepare and file with Governmental Authorities any requests for approval, to the

extent applicable or required, of the Transactions, in each case (i) other than the Required Antitrust Approvals which are subject

to ‎Section 6.10(a) and (ii) as set forth on ‎Section 6.10(b) of the Company Disclosure Letter (the “Required

Other Filings”). The Parties shall use their reasonable best efforts to have such Governmental Authorities approve the Transactions.

The provisions of ‎Section 6.10(a) of this Agreement with respect to Required Antitrust Filings (other than the first

sentence of ‎Section 6.10(a) of this Agreement) shall apply to Required Other Filings, mutatis mutandis.

Party shall give prompt written notice to the other Party if such Party or any of its Representatives receives any notice from such Governmental

Authorities in connection with the Transactions. Each Party shall promptly furnish the other Party 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,

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 under any applicable Law or if any Legal Proceeding is instituted (or threatened to be instituted) by

any applicable Governmental Authority or any private Person challenging any of the Transactions as violative of any applicable Law or

which would otherwise prevent, materially impede or materially delay the consummation of the Transactions, the Parties shall use their

reasonable best efforts to resolve any such objections or Legal Proceedings so as to timely permit the Closing and consummation of the

Transactions as soon as practicable and, in any event, no later than the Outside Date. The foregoing shall include using reasonable best

efforts to resolve such objections or Legal Proceedings that if not resolved, would reasonably be expected to prevent, materially impede

or materially delay the consummation of the Transactions beyond the Outside Date. If any Legal Proceeding is instituted (or threatened

to be instituted) by a Governmental Authority or private Person challenging the Transactions, the Parties shall, and shall cause their

respective Representatives to, reasonably cooperate with each other and use their respective reasonable best efforts to (i) contest and

resist any such Legal Proceeding; and (ii) 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 or the Ancillary Documents. Notwithstanding

anything herein to the contrary, neither Party shall be required, either pursuant to this ‎Section 6.10(b) of this Agreement

or otherwise, to offer, negotiate or commit to take any undertaking or condition, including any sale or other divestiture of the Metal

Stockpile, in order to obtain any approvals or consents hereunder, or otherwise take any undertaking or condition that would reasonably

be expected to have a material adverse impact such Party and its subsidiaries, taken as a whole.

(d) Prior

to the Closing, each Party shall use its reasonable best efforts to obtain any Consents of Governmental Authorities or other third Persons

as may be necessary for the consummation by FERA and the Company Group of the Transactions or required as a result of the execution or

performance of, or consummation of the Transactions by FERA and the Company Group. The Parties shall provide reasonable cooperation with

each other in connection with such efforts.

(e) Notwithstanding

anything in this Agreement to the contrary, the Company will lead all meetings, discussions and communications with any Governmental

Authority relating to obtaining antitrust approval for the Transactions. Notwithstanding the foregoing, the Company will consult with

and consider in good faith the comments of FERA in connection with any filing, communication, defense, litigation, negotiation or strategy.

The Company shall not, without the prior approval of FERA, have the right to stay, toll or extend any applicable waiting period under

any Antitrust Laws.

Section 6.11

Trust Account.

Upon

satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in ‎Article VII (in each

case other than the condition set forth on ‎Section 7.02(f) of this Agreement) and provision of notice of such satisfaction

or waiver to the Trustee (as defined below) (which notice FERA shall provide to the Trustee in accordance with the terms of the Trust

Agreement): (a) in accordance with and pursuant to the Trust Agreement, at the Closing, FERA: (i) shall cause any documents,

opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered; and (ii) shall

make all necessary and appropriate arrangements to cause the Trustee to: (A) pay as and when due all amounts payable to FERA Shareholders

pursuant to the Redemption; (B) pay the amounts due to the underwriters of FERA’s IPO for their deferred underwriting commissions

as set forth in the Trust Agreement, if applicable, and (C) pay all remaining amounts then available in the Trust Account to FERA

for immediate use, subject to this Agreement and the Trust Agreement; and (b) thereafter, the Trust Agreement shall terminate in

accordance with its terms, except as otherwise provided under the Trust Agreement.

Section 6.12

Tax Matters.

(a) All

transfer, documentary, sales, use, stamp, registration, excise, recording, registration, conveyance, value added and other such similar

Taxes and fees (including any penalties and interest imposed thereon) (collectively, “Transfer Taxes”) that become

payable in connection with or by reason of the execution of this Agreement and the Ancillary Documents shall be borne and paid by Holdco.

The Party required by applicable Law shall, at its own expense, timely file all necessary Tax Returns or other documentation with respect

to such Transfer Taxes. If required by applicable Law, the Parties shall join in the execution of any such Tax Returns or other documentation.

The Parties further agree to use their reasonable commercial efforts to obtain any certificate or other document from any Tax Authority

as may be necessary to mitigate, reduce or eliminate any such Transfer Taxes.

(b) The

Parties agree that for U.S. federal (and applicable state and local) income tax purposes, the Merger/Exchange are intended to be treated

consistent with the Intended Tax Treatment. Each of the Parties shall use reasonably best efforts to cause the Merger/Exchange to qualify

for the Intended Tax Treatment. To the knowledge of the Parties, no facts or circumstances exist that would reasonably be expected to

prevent the Merger/Exchange from qualifying for the Intended Tax Treatment. None of the Parties has taken or agreed to take any actions

that would be reasonably be expected to prevent the Merger/Exchange from qualifying for the Intended Tax Treatment and 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 either of the Merger/Exchange to fail to qualify for the Intended Tax Treatment. Without limiting the

generality of the foregoing, none of the Company, FERA, Holdco or any of their Affiliates will take any action or engage in any transaction

that would result in the liquidation or deemed liquidation of FERA or the Company for U.S. federal income tax purposes in the tax year

including the Closing Date and the two subsequent calendar years. The Parties will prepare and file all U.S. federal (and applicable

state and local) income Tax Returns consistent with the Intended Tax Treatment and will not take any inconsistent position on any U.S.

federal (and applicable state and local) income Tax Return or before any Tax Authority unless otherwise required pursuant to a “determination”

as such term is defined in Section 1313 of the Code. Each Party agrees to use reasonable best efforts to promptly notify all other

Parties of any challenge to the qualification of any relevant portion of the Transactions for its Intended Tax Treatment by any Tax Authority.

and the Company Group shall terminate or cause to be terminated all of the Tax sharing, allocation, indemnification or similar agreements,

arrangements or undertakings to which the Company Group or FERA are a party to or bound by, or under which the Company Group or FERA

have any obligation (other than customary commercial agreements entered into in the ordinary course of business the primary purpose of

which is not the sharing of Taxes) in effect, written or unwritten, on the Closing Date for any Tax liability of another Person, regardless

of the period in which such Tax liability arises. There shall be no continuing obligation for the Company Group or FERA to make any payments

under any such agreements, arrangements or undertakings.

(d) Each

Party shall reasonably cooperate (and shall cause its Affiliates to reasonably cooperate), as and to the extent reasonably requested

by the other Parties, in connection with the preparation and filing of Tax Returns of the Company and any Tax Proceeding of the Company.

Such cooperation shall include the provisions of records and information that are reasonably relevant to any such Tax Return or Tax Proceeding.

Such cooperation shall also include making employees available on a mutually convenient basis to provide additional information and explanation

of any material provided under this Agreement. Following the Closing, FERA, the Shareholders and the Company shall retain all books and

records with respect to Tax matters pertinent to the Company for any taxable period beginning on or prior to the Closing Date until the

seven-year anniversary of the Closing Date. The Shareholders shall, and shall cause their respective Affiliates (other than FERA or the

Company after the Closing) to, provide any information reasonably requested to allow FERA or the Company to comply with any information

reporting or withholding requirements contained in the Code or other applicable Law or to compute the amount of payroll or other employment

Taxes due with respect to any payment made in connection with this Agreement.

(e) For

all purposes under this Agreement, in the case of any Straddle Period, the portion of such Tax which relates to the portion of such Straddle

Period ending on the end of the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income,

payroll, sales, or receipts, be deemed to be the amount of such Tax for such entire Straddle Period multiplied by a fraction the numerator

of which is the number of days in such Straddle Period ending on the end of the Closing Date and the denominator of which is the number

of days in such entire Straddle Period and (ii) in the case of any Tax based upon or related to income, payroll, sales, or receipts

be deemed equal to the amount which would be payable if such Straddle Period ended on the end of the Closing Date.

Section 6.13

Further Assurances.

Except

as set forth in ‎Section 6.10 of this Agreement, the Parties shall further cooperate with each other and use their respective

reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable

on their part under this Agreement and applicable Laws to consummate the Transactions as soon as reasonably practicable. The foregoing

shall include preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings,

unless otherwise set forth in ‎Section 6.10 of this Agreement.

Section 6.14

The Preparation of Proxy Statement/Registration Statement; Shareholders’ Meeting and Approvals.

(a) Proxy

Statement/Registration Statement.

(i) As

promptly as reasonably practicable after the execution of this Agreement and subject to receipt by FERA of the financial statements of

the Company Group that are required to be included in the Proxy Statement/Registration Statement under SEC rules and regulations, but

no later than 45 days from the date of this Agreement (the “Filing Deadline”), FERA and Holdco, with the assistance,

cooperation and reasonable best efforts of the Company and, to the extent reasonably requested by the Company, the Shareholders, shall

prepare, and file (or confidentially submit) with the SEC, a registration statement on Form F-4 or Form S-4, as applicable (the “Registration

Statement”), which shall include the proxy statement of FERA (as such proxy statement may be amended or supplemented from time

to time, the “Proxy Statement” and together with the Registration Statement, the “Proxy Statement/Registration

Statement”), relating to (A) the FERA Shareholders’ Meeting (as defined below) to approve and adopt: (1) two

separate proposals to approve the proposed Business Combination, including (a) a proposal to approve this Agreement and the Transactions

as a Business Combination (the “Transaction Proposal”) and (b) the Merger and FERA’s entry into the

Plan of Merger (the “Merger Proposal,” and, together with the Transaction Proposal, the “Business

Combination Proposals”); (2) any other proposals as reasonably agreed by FERA and the Company to be necessary or appropriate

in connection with the Transactions (the “Additional Proposals”), (3) any other proposals as the SEC or

Nasdaq (or the respective staff member thereof) may indicate are necessary in its comments to the Proxy Statement/Registration Statement

or correspondence related thereto (the “SEC Supplemental Proposals,” and collectively with the Business Combination

Proposals and the Additional Proposals, the “FERA Shareholder Approval Matters”), and (4) the adjournment

of the FERA Shareholders’ Meeting, if necessary or desirable, to permit further solicitation of proxies because there are not sufficient

votes to approve and adopt any of the foregoing or to seek reversals of FERA Shareholders’ exercise of redemption rights in the

Redemption (the “Adjournment Proposal” and, collectively, with the Business Combination Proposals, the Additional

Proposals and the SEC Supplemental Proposals, the “Proposals”), and (B) the registration under the Securities Act

of the Holdco Ordinary Shares to be issued in the Merger/Exchange pursuant to this Agreement. Each of FERA and each member of the Company

Group shall use its reasonable best efforts to (w) cause the Proxy Statement/Registration Statement when filed with the SEC to comply

in all material respects with all Laws applicable thereto and rules and regulations promulgated by the SEC, (x) respond as promptly

as reasonably practicable to and resolve all comments received from the SEC or its staff concerning the Proxy Statement/Registration

Statement, (y) cause the Proxy Statement/Registration Statement to be declared effective under the Securities Act as promptly as

practicable after resolving such comments from the SEC or its Staff and (z) keep the Proxy Statement/Registration Statement current

as long as is necessary to consummate the Transactions. As promptly as practicable after finalization and effectiveness of the Proxy

Statement/Registration Statement, FERA shall distribute the Proxy Statement/Registration Statement to FERA Shareholders in accordance

with FERA’s Organizational Documents.

(ii) Each

of FERA and the Company Group shall furnish to Holdco all information concerning itself, its Subsidiaries (if any), officers, directors,

managers, shareholders, and other equity holders and information regarding such other matters as may be reasonably necessary or advisable

or as may be reasonably requested in connection with the Proxy Statement/Registration Statement, or any other statement, filing, notice

or application made by or on behalf of Holdco, FERA, the Company or their respective Affiliates to any Governmental Authority (including

Nasdaq) in connection with the Transactions. None of the information provided by the Company Group to FERA and Holdco for inclusion in

the Proxy Statement/Registration Statement, including, without limitation, financial statements, beneficial and legal ownership of Company

Securities and description of the business of the Company Group shall (i) contain any material misstatement regarding the Company Group

or its financial condition, business operations, assets, liabilities, officers, directors or affiliates or (ii) omit any material information

related to the Company Group or its financial condition, business operations, assets, liabilities, officers, directors or affiliates.

None of the information provided by FERA to the Company Group and Holdco for inclusion in the Proxy Statement/Registration Statement,

including, without limitation, financial statements, beneficial and legal ownership of FERA Securities and description of the business

of FERA shall (x) contain any material misstatement regarding FERA or its financial condition, business operations, assets, liabilities,

officers, directors or affiliates or (y) omit any material information related to FERA or its financial condition, business operations,

assets, liabilities, officers, directors or affiliates.

(iii) Any

filing of, or amendment or supplement to, the Proxy Statement/Registration Statement will be mutually agreed upon by FERA, Holdco and

the Company. Holdco will advise FERA and the Company, promptly after receiving notice thereof, of the time when the Proxy Statement/Registration

Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, or of any request by

the SEC for amendment of the Proxy Statement/Registration Statement or comments thereon and responses thereto or requests by the SEC

for additional information and responses thereto, and shall provide FERA and the Company a reasonable opportunity to provide comments

and amendments to any such filing. FERA, Holdco and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably

withheld or delayed), any response to comments of the SEC or its staff with respect to the Proxy Statement/Registration Statement and

any amendment to the Proxy Statement/Registration Statement filed in response thereto.

(iv) If,

at any time prior to the Merger Effective Time, any Party becomes aware of any information which should be set forth in an amendment

or a supplement to the Proxy Statement/Registration Statement, so that neither of such documents would include any misstatement of a

material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which

they were made, not misleading, such Party shall promptly inform the other Parties. Thereafter, Holdco, FERA and the Company shall promptly

cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy Statement/Registration Statement describing

or correcting such information and FERA shall promptly file such amendment or supplement with the SEC and, to the extent required by

the Organizational Documents of FERA or by Law, disseminate such amendment or supplement to the FERA Shareholders.

(v) All

documents that the Company or FERA is responsible for filing with the SEC in connection with the Transactions shall comply as to form

and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder

and the Exchange Act and the rules and regulations thereunder.

(b) FERA

Shareholders’ Approval.

(i) As

promptly as practicable after the Proxy Statement/Registration Statement is declared effective under the Securities Act, FERA shall duly

call, give notice of, convene and hold a general meeting (whether annual or extraordinary) of the FERA Shareholders (including any adjournment

or postponement thereof, the “FERA Shareholders’ Meeting”) to be held as promptly as reasonably practicable

following the date that the Proxy Statement/Registration Statement is declared effective under the Securities Act for the purpose of

voting on the Proposals and obtaining the FERA Shareholders’ Approval, providing FERA Shareholders with the opportunity to elect

to effect the Redemption and such other matter as may be mutually agreed by FERA and the Company. FERA shall include only the Proposals

in the notice for the FERA Shareholders’ Meeting. FERA will use its reasonable best efforts to (A) solicit from the FERA Shareholders

proxies in favor of the adoption of the Proposals and will take all other action necessary or advisable to obtain such proxies and FERA

Shareholders’ Approval and (B) obtain the vote or consent of the FERA Shareholders required by and in compliance with all

applicable Law, Nasdaq listing rules and the Organizational Documents of FERA. FERA and the Company shall mutually agree on the record

date and the date of the FERA Shareholders’ Meeting.

(ii) The

Proxy Statement/Registration Statement shall include a statement to the effect that the FERA Board has unanimously recommended that the

FERA Shareholders vote in favor of the Proposals at the FERA Shareholders’ Meeting (such statement, the “FERA Board

Recommendation”). The FERA Board shall not, except (A) as required by applicable Law or (B) to the extent the failure to change

the FERA Board Recommendation would reasonably be expected to result in a breach of the FERA Board’s fiduciary duties (as a matter

of Cayman Islands law), withdraw, amend, qualify or modify its recommendation to the FERA Shareholders that they vote in favor of the

Proposals.

(iii) Notwithstanding

anything to the contrary in this Agreement, FERA agrees that if the FERA Shareholder Approval shall not have been obtained at any such

FERA Shareholders’ Meeting, then FERA shall promptly continue to take all such necessary actions, including the actions required

by this ‎Section 6.14(b) of this Agreement, and hold additional FERA Shareholders’ Meetings as promptly as practicable

in order to obtain the FERA Shareholder Approval. FERA may adjourn or postpone the FERA Shareholders’ Meeting only: (A) to

solicit additional proxies for the purpose of obtaining the FERA Shareholder Approval; (B) in the absence of a quorum; and (C) to

allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that FERA has determined in good

faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure

to be disseminated and reviewed by the FERA Shareholders prior to the FERA Shareholders’ Meeting. Notwithstanding the foregoing,

the FERA Shareholders’ Meeting may not be adjourned or postponed to a date that is more than thirty (30) days after the most

recently adjourned or postponed meeting. FERA shall provide the holders of FERA Public Shares the opportunity to elect redemption of

such FERA Public Shares in connection with the FERA Shareholders’ Meeting, as required by FERA’s Organizational Documents

(the “Redemption”).

Section 6.15

Public Announcements.

(a) During

the Interim Period, no public release, filing or announcement concerning this Agreement, the Ancillary Documents or the Transactions

shall be issued by any Party or any of their Affiliates without the prior written consent of FERA and the Company (such 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 Nasdaq, in which case, FERA or the Company, as the Party making such public release, filing or announcement shall

use its reasonable best efforts, to the extent permitted by applicable Law or rules or regulations of Nasdaq, to allow the other of FERA

or the Company, as applicable, a 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

Company and FERA shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within

four 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, and in any event within four Business Days thereof, FERA 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. The Company shall have the right to review, comment upon and approve the Signing Filing (which

approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. As promptly as practicable after the Closing (but

in any event within four (4) Business Days thereafter), the Company and FERA shall mutually agree upon and issue a press release

announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the issuance of

the Closing Press Release, FERA 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. The Company shall have the right to review,

comment upon and approve the Closing Filing (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 the Company or FERA to any Governmental Authority or

other third party in connection with the Transactions, upon written request by FERA or the Company, respectively, the disclosing Party

shall furnish the other with: (i) all information concerning itself, its directors, officers and equity holders and such other matters

as may be reasonably requested and is necessary in connection with the Transactions; and (ii) any other report, statement, filing,

notice or application made by or on behalf of a Party to any third party any Governmental Authority in connection with the Transactions.

Section 6.16

Confidential Information.

Each

member of the Company Group and FERA hereby acknowledges and agrees that the information being provided in connection with this Agreement

and the consummation of the Transactions is subject to the terms of the Confidentiality Agreement (as defined below), the terms of which

are incorporated herein by reference and under which each member of the Company Group and FERA agree to be bound; provided, that notwithstanding

anything to the contrary in the Confidentiality Agreement each member of the Company Group and FERA hereby acknowledges and agrees that

the Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished

thereunder or hereunder and any other activities contemplated thereby or hereby. Notwithstanding the foregoing or anything to the contrary

in this Agreement, in the event that this ‎Section 6.17 of this Agreement or the Confidentiality Agreement conflicts

with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of

information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict.

Notwithstanding anything to the contrary herein or in the Confidentiality Agreement, the Parties acknowledge and agree that nothing in

this Agreement nor in the Confidentiality Agreement will prevent FERA from responding to, or engaging in communications in response to,

a Governmental Authority regarding Anti-Bribery Laws, Anti-Money Laundering Laws, Sanctions and/or Ex-Im Laws solely to the extent required

by applicable Law or in response to a formal request or inquiry initiated by such Governmental Authority; provided however, that FERA

shall, to the extent permitted by applicable Law, provide the Company with prompt written notice of any such communication or request

for communication as soon as is reasonably practicable. The Parties acknowledge and agree that the above understanding applies only to

communications with a Governmental Authority that are required by Law or in response to a formal request or inquiry from a Governmental

Authority and not to any voluntary outreach, disclosure or any other communication by or on behalf of the Parties.

Section 6.17

Post-Closing Board of Directors and Executive Officers.

(a) The

Parties shall take all necessary action, including using reasonable best efforts to cause the directors of Holdco to resign, so that

effective as of the Closing, the Post-Closing Holdco Board will consist of seven individuals comprised of: (i) the chief executive

officer of Holdco, (ii) one director designated by the Sponsor (along with any director designated to replace such director pursuant

to ‎Section 6.18(b), the “Sponsor Designee”) and (iii) five directors designated by the Company;

provided, that the directors designated by the Company shall include the number of independent directors required under applicable Nasdaq

listing rules and Rule 10A-3 of the Exchange Act. Subject to the terms of Holdco’s Organizational Documents and the Amended Holdco

Memorandum and Articles of Association, the Parties shall take all such action within their power as may be necessary or appropriate

such that immediately following the Closing Date, the Post-Closing Holdco Board shall initially include such director nominees to be

designated by the Company and the Sponsor pursuant to written notice to Holdco following the Signing Date. At or prior to the Closing,

Holdco shall provide each initial director with a customary director indemnification agreement, in form and substance reasonably acceptable

to such director, the Company and FERA.

(b) If

at any time within the 36-month period following the Closing Date the Sponsor Designee is no longer serving on the Post-Closing Holdco

Board, then the Sponsor may designate a replacement director to serve in place of such Sponsor Designee.

Parties shall take all action necessary, including causing the executive officers of Holdco to resign, so that the individuals serving

as the executive officers of Holdco immediately after the Closing will be individuals the Company desires to appoint to such roles.

Section 6.18

Indemnification of Directors and Officers; Tail Insurance.

(a) For

a period of six (6) years from the Closing Date, the Parties shall, and shall cause Holdco, FERA and the Company to, maintain in

effect, in favor of the D&O Indemnified Parties (as defined below), the exculpation, indemnification and advancement of expenses

provisions, of Holdco’s, FERA’s and the Company’s respective Organizational Documents as in effect immediately prior

to the Closing Date or in any indemnification agreements of Holdco, FERA or the Company, on the one hand, with any D&O Indemnified

Party, on the other hand, as in effect immediately prior to the Closing Date. The Parties shall not, and shall cause Holdco, FERA and

the Company not to, amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights of any

D&O Indemnified Party under the respective Organizational Documents and indemnification agreements described in the preceding sentence.

Notwithstanding the foregoing, all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or

asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim.

From and after the Closing Date, Holdco shall honor, and shall cause FERA and the Company to honor, in accordance with their respective

terms, each of the covenants contained in this ‎Section 6.19 of this Agreement without limit as to time.

(b) At

or prior to the Closing, Holdco shall purchase a “tail” directors’ and officers’ liability insurance policy in

respect of acts or omissions occurring prior to the Closing covering each such Person that is a director or officer of Holdco, FERA or

the Company currently covered by a directors’ and officers’ liability insurance policy of FERA or the Company (true, correct

and complete copies of which have been made available to each of FERA and the Company), provided that, (i) the directors’ and officers’

liability insurance policy with respect to the directors and officers of FERA will be a separate policy covering such directors and officers

or an extension of FERA’s current directors’ and officers’ liability insurance policy, with such policy to be reasonably

consistent with standard directors’ and officer’s liability insurance policies in similar situations and negotiated and agreed

by FERA, and FERA shall consider in good faith the views expressed by the Company (it being understood that, subject to the foregoing

requirements, FERA shall retain sole discretion with respect to FERA’s directors’ and officers’ liability insurance

policy) and (ii) the directors’ and officers’ liability insurance policy with respect to the directors and officers of the

Company will be a separate policy covering such directors and officers, with such policy to be reasonably consistent with standard directors’

and officer’s liability insurance policies in similar situations and negotiated and agreed by the Company, and the Company shall

consider in good faith the views expressed by FERA (it being understood that, subject to the foregoing requirements, the Company shall

retain sole discretion with respect to the Company’s directors’ and officers’ liability insurance policy) (collectively,

the “D&O Tails”). The D&O Tails shall be on terms with respect to coverage and deductibles no less favorable

than, and with coverage limits in amounts no less than the greater of: (a) three (3) times those of, in each case, the applicable

policy in effect on the Signing Date for claims made during the six (6)-year period following the Closing or (b) $20 million. Holdco

shall maintain the D&O Tails in full force and effect for its full term and cause all obligations under the D&O Tails to be honored

by FERA and the Company, as applicable. No other party shall have any further obligation to purchase or pay for such insurance pursuant

to this ‎Section 6.19(b) of this Agreement. No claims made under or in respect of the D&O Tails related to any fiduciary

or employee of FERA or the Company shall be settled without the prior written consent of Holdco.

rights of each D&O Indemnified Party under this Agreement shall be in addition to, and not in limitation of, any other rights such

Person may have under the Organizational Documents of Holdco, FERA or the Company, any other indemnification arrangement, any Law or

otherwise. The obligations of Holdco, FERA and the Company under this ‎Section 6.19(c) of this Agreement shall not be

terminated or modified after the Closing in such a manner as to materially and adversely affect any D&O Indemnified Party without

the consent of such D&O Indemnified Party. The provisions of this ‎Section 6.19 of this Agreement shall survive the

Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended

third-party beneficiary of this ‎Section 6.19 of this Agreement.

(d) If

Holdco or FERA or, after the Closing, FERA or the Company, or any of their respective successors or assigns: (i) consolidates with

or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers

or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provision shall be made

so that the successors and assigns of Holdco, FERA or the Company, as applicable, assume the obligations set forth in this ‎Section 6.19

of this Agreement.

Section 6.19

Transaction Costs. Without prejudice to the Sponsor Support Agreement, during the Interim Period, FERA shall ensure that the aggregate

FERA Transaction Costs do not exceed $15,000,000 (the “FERA Transaction Costs Cap”), and the Company shall ensure

that the aggregate Company Transaction Costs do not exceed $10,000,000. For the avoidance of doubt, investment banking fees associated

with any Equity PIPE as set forth on Schedule 6.19 of the FERA Disclosure Letter, shall not count towards the FERA Transaction

Costs Cap. If FERA Transaction Costs that have not been paid prior to the Closing Date exceed the FERA Transaction Costs Cap, Sponsor

shall pay such excess amount in cash on or before the Closing Date or elect to have the number of Holdco Ordinary Shares otherwise distributable

to Sponsor as Merger Consideration at the Effective Time reduced by such number of Holdco Ordinary Shares that represent the value of

such excess amount (based on a value of $10.00 per share) (“Sponsor Election”). Any Sponsor Election must be made

in written notice to the Company (electronic mail being sufficient) at least 24 hours prior to the Closing Date.

Section 6.20

Affiliate Arrangements. All Affiliate Contracts set forth on ‎Section 6.20 of the Company Disclosure Letter shall

be terminated or settled, at or prior to the Closing, without further liability to FERA, Holdco or Merger Sub.

Section 6.21

Transfer Restriction. During the Interim Period, to the fullest extent possible under the Company’s Organizational Documents

and applicable Law, the Company shall not permit any Transfer of any of the Company Shares without the prior written consent of FERA.

Section 6.22

Cooperation Regarding Beneficial Ownership. During the Interim Period, the Company shall cooperate with, and provide all necessary

information, assistance and, to the Company’s Knowledge, accurate and complete copies of all documentation in their respective

possession, reasonably requested by FERA and its Representatives (a) relating to the Beneficial Owners of the Company and each Shareholder,

(b) in connection with applicable Sanctions Laws, Anti-Money Laundering Laws, Anti-Bribery Laws or Ex-Im Laws in connection with

any Beneficial Owners of the Metal Stockpile, the Company and any Shareholder and (c) relating to any Liens or other adverse claims

asserted or, to the Company’s Knowledge, threatened against the Metal Stockpile, or any notices or communications questioning,

disputing or challenging the Company’s right, title or interest in or to the Metal Stockpile.

Section 6.23

Extension Amendment. In the event that FERA is required to effect an Extension Amendment, FERA shall (i) provide prompt written notice

to the Company that the FERA Board has determined, in good faith, that the Extension Amendment is necessary in order to allow FERA to

consummate the Transactions by the Outside Date, (ii) use its reasonable best efforts to effect such Extension Amendment as promptly

as practicable, including, to the extent necessary, by making any applicable filings with Governmental Authorities or others, as promptly

as practicable, to effect such Extension Amendment, (iii) obtain the vote or consent of the FERA Shareholders required by and in compliance

with all applicable Law, Nasdaq listing rules and the Organizational Documents of FERA to effect such Extension Amendment, and (iv) consult

and cooperate in good faith with, and keep the Company reasonably informed of, the process and status for effecting such Extension Amendment,

including providing the Company, reasonably in advance, copies of all materials, communications and filings (and considering the Company’s

comments thereto in good faith) used in connection with obtaining and effecting such Extension Amendment.

Section 6.24

Share Exchange Agreements. During the Interim Period, the Company shall use reasonable best efforts to deliver executed Share Exchange

Agreements from all Shareholders not otherwise delivered on or before the date hereof.

Section 6.25

Lock-Up Agreement. During the Interim Period, FERA shall use reasonable best efforts to deliver an executed Lock-Up Agreement from

Cantor.

Section 6.26

Joinder. Promptly following the Signing Date, the Company shall form Holdco and deliver the Certificate of Incorporation of Holdco

to FERA. On the Holdco Incorporation Date, the Company shall cause (i) Holdco to execute the Holdco Joinder, and (ii) Merger Sub to execute

the Merger Sub Joinder, and (iii) the delivery of each such joinder to FERA.

Article VII

CLOSING CONDITIONS

Section 7.01

Conditions to Each Party’s Obligations. The obligations of each Party to consummate the Transactions shall be subject to the

satisfaction or written waiver (where legally permissible) by the Company and FERA of the following conditions:

(a) FERA

Shareholder Approval. The FERA Shareholder Approval Matters shall have been approved by the requisite vote of FERA Shareholders at

the FERA Shareholders’ Meeting in accordance with FERA’s Organizational Documents, the Cayman Companies Act and other applicable

Law and the Proxy Statement (the “FERA Shareholder Approval”).

(b) Share

Exchange Agreements. Each of the Shareholders, on the one hand, and Holdco, on the other hand, shall have executed and delivered

(i) a Share Exchange Agreement and (ii) an instrument of transfer, necessary to give effect to the Share Exchange under the Laws of Abu

Dhabi Global Market, in the form attached as Exhibit B to the Share Exchange Agreement (each, an “Instrument of

Transfer”).

Beneficial Ownership Certifications. The Company shall have delivered to FERA beneficial ownership certifications, in the form attached

as Exhibit A-1 or Exhibit A-2, as applicable with respect to each Shareholder, to the Share Exchange Agreement,

executed by the Beneficial Owner of each Shareholder that is not a registered owner of the Shares that has a Beneficial Owner.

(d) Regulatory

Approvals. (i) Any applicable waiting period or any extension of any applicable waiting period for the Required Antitrust Filings

shall have expired or been earlier terminated, and (ii) all other Consents of (or filings or registrations with) any Governmental

Authority required in connection with the Required Other Filings shall have been obtained, and/or any applicable waiting period with

respect thereto shall have expired or otherwise terminated, as applicable.

(e) No

Adverse Law or Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary,

preliminary or permanent) or Order that is then in effect and which has the effect of making the Transactions illegal or which otherwise

prevents or prohibits consummation of the Transactions.

(f) Proxy

Statement/Registration Statement. The Proxy Statement/Registration Statement shall have been declared effective under the Securities

Act by the SEC and shall remain effective as of the Closing. No stop order or similar order suspending the effectiveness of the Registration

Statement shall have been issued and be in effect with respect to the Registration Statement. No proceedings for that purpose shall have

been initiated or threatened by the SEC and not withdrawn.

(g) Listing.

Holdco’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have

been approved and Holdco shall not have received any notice of non-compliance therewith that has not been cured or would not be cured

at or immediately following the Merger Effective Time, and the Holdco Ordinary Shares to be issued pursuant to the Merger/Exchange shall

have been approved for listing on Nasdaq, subject only to official notice of issuance thereof and the requirement to have a sufficient

number of round lot holders.

(h) Amended

Holdco Memorandum and Articles of Association. Holdco shall have amended and restated its Organizational Documents in accordance

with Section 1.10 above.

Section 7.02

Conditions to Obligations of the Company. The obligations of the Company to consummate the Transactions shall also be subject to

the satisfaction or written waiver (where legally permissible) by the Company of the following conditions:

(a) Representations

and Warranties. (i) The FERA Fundamental Representations (as defined below) shall be true and correct in all material respects,

in each case on and as of the Signing Date and on and as of the Closing Date as if made on the Closing Date, except for those representations

and warranties that address matters only as of a particular date (which representations and warranties shall be true and correct in all

material respects as of such date); and (ii) each of the representations and warranties of FERA set forth in this Agreement and

in any certificate delivered by or on behalf of FERA pursuant to this Agreement, other than the FERA Fundamental Representations, shall

be true and correct on and as of the Signing Date and on and as of the Closing Date as if made on the Closing Date, except for: (A) those

representations and warranties that address matters only as of a particular date (which representations and warranties shall have been

accurate as of such date); and (B) any failures to be true and correct that (without giving effect to any qualifications or limitations

as to materiality, FERA Material Adverse Effect or any similar qualification or exception), individually or in the aggregate, have not

had and would not reasonably be expected to have a FERA Material Adverse Effect.

(b) Agreements

and Covenants. FERA shall have duly performed in all material respects all of its obligations and complied in all material respects

with all of its agreements and covenants under this Agreement or the Ancillary Documents to be performed or complied with by it on or

prior to the Closing Date.

Support Agreement. Each of the covenants of the Sponsor required under the Sponsor Support Agreement to be performed as of or prior

to the Closing shall have been performed in all material respects.

(d) Lock-Up

Agreement. The Sponsor’s Lock-Up Agreement executed and delivered concurrently with the execution of this Agreement shall remain

in full force and effect.

(e) No

FERA Material Adverse Effect. No FERA Material Adverse Effect shall have occurred, since the Signing Date that is continuing and

uncured.

(f) Trust

Account. FERA shall have complied with its obligations with respect to the Trust Account set forth in ‎Section 6.11

of this Agreement.

(g) Closing

Deliveries.

(i) Officer

Certificate. FERA shall have delivered to the Company a certificate, dated the Closing Date, duly executed by any director or officer

of FERA in such capacity, certifying as to the satisfaction of the conditions specified in ‎Section 7.02(a), ‎Section 7.02(b),

‎Section 7.02(c), ‎Section 7.02(e), and ‎Section 7.02(f) of this Agreement.

(ii) Secretary

Certificate. FERA shall have delivered to the Company a certificate, dated as of the Closing Date, duly executed by any director

or officer of FERA in such capacity, certifying as to, and attaching: (A) copies of FERA’s Organizational Documents as in

effect as of the Closing Date; and (B) the resolutions of FERA’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, and the consummation of the Transactions.

(h) Ancillary

Documents. FERA shall have duly executed counterparts to all of the Ancillary Documents to which it or any of its Affiliates is party.

(i) Registration

Rights Agreement. Sponsor and the other parties listed on the signature pages thereto (other than Holdco or its Affiliates) shall

have delivered a duly completed and executed Registration Rights Agreement to Holdco.

Section 7.03

Conditions to Obligations of FERA. The obligations of FERA to consummate the Transactions are also subject to the satisfaction or

written waiver (where legally permissible) of the following conditions:

(a) Representations

and Warranties. (i) The representations of the Shareholders in the Share Exchange Agreement (including in Exhibit A-1

or Exhibit A-2, as applicable with respect to each Shareholder, thereto) and the Company Fundamental Representations (as

defined below) shall be true and correct in all material respects (taking into account any Stockpile Sales and the effects of any Stockpile

Sales), in each case on and as of the Signing Date and on and as of the Closing Date as if made on the Closing Date, except for those

representations and warranties that address matters only as of a particular date (which representations and warranties shall be true

and correct in all respects as of such date); and (ii) each of the representations and warranties of the Company set forth in this

Agreement and in any certificate delivered by or on behalf of the Company pursuant to this Agreement other than the Company Fundamental

Representations, as well as the representations of the Shareholders in the Share Exchange Agreement (including in Exhibit A-1

or Exhibit A-2, as applicable with respect to each Shareholder, thereto), shall be true and correct on and as of the Signing

Date and on and as of the Closing Date as if made on the Closing Date (taking into account any Stockpile Sales and the effect of any

Stockpile Sales), except for: (A) those representations and warranties that address matters only as of a particular date (which

representations and warranties shall have been accurate as of such date); and (B) any failures to be true and correct that (without

giving effect to any qualifications or limitations as to materiality, Company Material Adverse Effect or any similar qualification or

exception), individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

(b) Agreements

and Covenants. The Company shall have duly performed in all material respects all of its obligations and complied in all material

respects with all of the agreements and covenants under this Agreement or the Ancillary Documents to be performed or complied with by

it on or prior to the Closing Date.

Lock-Up Agreements. The Lock-Up Agreement executed and delivered by the Shareholders set forth on Schedule B concurrently

with the execution of this Agreement shall remain in full force and effect.

(d) No

Company Material Adverse Effect. No Company Material Adverse Effect shall have occurred, since the Signing Date that is continuing

and uncured.

(e) Metal

Stockpile Test Results. The results of the Independent Metal Testing conducted in accordance with Section 6.01(a) are, in

all material respects, consistent with the benchmark results set forth on Exhibit F.

(f) No

Pending Investigations. There shall be no pending, or to the Company’s Knowledge, threatened investigation, or formal proceeding

by any Governmental Authority with jurisdiction over the Company relating to any Anti-Bribery Laws, Sanctions Laws, Ex-Im Laws and/or

Anti-Money Laundering Laws involving or relating to the Metal Stockpile or the Company.

(g) Stockpile

Sales. The Company shall have consummated the Min Stockpile Sales.

(h) Share

Exchange Agreements. FERA shall have received duly executed and completed Share Exchange Agreements from all Shareholders.

(i) Closing

Deliveries.

(i) Officer

Certificate. The Company shall have delivered to FERA a certificate, dated as the Closing Date, duly executed by any director or

officer of the Company in such capacity, certifying as to the satisfaction of the conditions specified in ‎Section 7.03(a),

‎Section 7.03(b) and ‎Section 7.03(d) of this Agreement.

(ii) Director

Certificate. The Company shall have delivered to FERA a certificate, dated as of the Closing Date, duly executed by any director

of the Company in such capacity, certifying as to, and attaching: (A) copies of the Company’s Organizational Documents as

in effect as of the Closing Date; and (B) the resolutions of the Company Board authorizing and approving the execution, delivery

and performance of this Agreement and each Ancillary Document to which it is a party, and the consummation of the Transactions.

(iii) Ancillary

Documents. The Company shall have delivered to FERA all of the Ancillary Documents, duly executed by all requisite signatories, to

which it, any of its Affiliates and/or the Shareholders, as the case may be, is party.

(iv) W-8.

The Company shall have delivered a duly completed and executed appropriate IRS Form W-8 to FERA.

(v) Registration

Rights Agreement. Holdco and the other parties listed on the signature pages thereto (other than the Sponsor, FERA or their respective

Affiliates) shall have delivered a duly completed and executed Registration Rights Agreement to FERA.

(j) Joinders.

Holdco shall have executed the Holdco Joinder and Merger Sub shall have executed the Merger Sub Joinder, and each such joinder shall

have been delivered to FERA.

Section 7.04

Frustration of Conditions.

Notwithstanding

anything to the contrary contained in this Agreement, either as a basis for not consummating the Transactions or for terminating this

Agreement and abandoning the transactions contemplated by this Agreement on the failure of any condition set forth in this ‎Article VII

to be satisfied if such failure was caused by the action or failure of such Party or the action or failure of such Party’s Affiliates

with respect to complying with or performing any of its covenants or obligations set forth in this Agreement.

Article VIII

TERMINATION AND EXPENSES

Section 8.01

Termination. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing as follows:

(a) by

mutual written consent of FERA and the Company;

(b) by

FERA or the Company if FERA Shareholder Approval shall not have been obtained by reason of the failure to obtain the required quorum

or vote at any FERA Shareholders’ Meeting duly convened or at any adjournment or postponement;

FERA or the Company if any of the conditions to the Closing set forth in ‎Article VII have not been satisfied or waived

by March 3, 2027 (the “Outside Date”) which date may be extended to a new date determined by the mutual agreement

of FERA and the Company to permit FERA to effect an Extension Amendment, to the extent needed, as contemplated herein. The right to terminate

this Agreement under this ‎Section 8.01(c) of this Agreement shall not be available to a Party if a breach or violation

by such Party or its Representatives of any representation, warranty, covenant or obligation under this Agreement was the principal cause

or is the principal reason for the failure of the Closing to occur on or prior to the Outside Date;

(d) by

FERA or the Company, following the expiration of any applicable Business Combination Deadline (as defined below), if such Business Combination

Deadline has not been properly extended in accordance with Organizational Documents of FERA;

(e) by

FERA or the Company if a Governmental Authority shall have issued an Order or Law or has taken any other action permanently restraining,

enjoining or otherwise prohibiting the consummation of the Transactions, and such Order, Law or other action has become final and non-appealable.

Notwithstanding the foregoing, the right to terminate this Agreement pursuant to this ‎Section 8.01 of this Agreement

shall not be available to a Party if the failure by such Party or its Affiliates to comply with any provision of this Agreement has been

a principal cause of, or principally resulted in, such action by such Governmental Authority;

(f) by

the Company, if: (i) there has been a breach by FERA of any of its representations, warranties, covenants or agreements contained

in this Agreement which would result in a failure of a condition set forth in ‎Section 7.02 of this Agreement to be satisfied

(treating the Closing Date for such purposes as the Signing Date or, if later, the date of such breach); and (ii) the breach or

inaccuracy is incapable of being cured or is not cured within the earlier of: (A) 30 days after written notice of such breach or

inaccuracy is provided to FERA; or (B) the Outside Date. The Company shall not have the right to terminate this Agreement pursuant

to this ‎Section 8.01(f) of this Agreement if at such time the Company is in material breach of this Agreement which

breach would give rise to the failure of a condition set forth in ‎Section 7.01 or ‎Section 7.03;

(g) by

FERA if: (i) there has been a breach by the Company of any of its representations, warranties, covenants or agreements contained

in this Agreement which would result in a failure of a condition set forth in ‎Section 7.03 of this Agreement to be satisfied

(treating the Closing Date for such purposes as the Signing Date or, if later, the date of such breach); and (ii) the breach or

inaccuracy is incapable of being cured or is not cured within the earlier of: (A) 30 days after written notice of such breach or

inaccuracy is provided to the Company; or (B) the Outside Date. FERA shall not have the right to terminate this Agreement pursuant

to this ‎Section 8.01(g) of this Agreement if at such time FERA is in material breach of this Agreement which breach

would give rise to the failure of a condition set forth in ‎Section 7.01 or ‎Section 7.02;

(h) by

FERA if: a Company Material Adverse Effect has occurred, and if such Company Material Adverse Effect is incapable of being cured or is

not cured within 30 days after written notice of such Company Material Adverse Effect is provided to the Company; or

(i) by

the Company if: (i) a FERA Material Adverse Effect has occurred and (ii) such FERA Material Adverse Effect is incapable of

being cured or is not cured within 30 days after written notice of such FERA Material Adverse Effect is provided to the FERA.

Section 8.02

Effect of Termination.

This

Agreement may be terminated only in the circumstances described in ‎Section 8.01 of this Agreement and pursuant to a

written notice delivered by the applicable Party to the other Party, which sets forth the basis for such termination, including the provision

of ‎Section 8.01 of this Agreement under which such termination is made. If this Agreement is validly terminated pursuant

to ‎Section 8.01 of this Agreement, this Agreement shall forthwith become void, and there shall be no Liability on the

part of any party to this Agreement or any of their respective Representatives, and all rights and obligations of each Party to this

Agreement shall cease, except: (a) ‎Section 6.16, ‎Section 6.17, ‎Article IX, ‎Section 8.03

and this ‎Section 8.02 of this Agreement shall survive the termination of this Agreement; and (b) nothing in this

Agreement shall relieve any Party to this Agreement from Liability for any Willful Breach (as defined below) of any representation, warranty,

covenant or obligation under this Agreement or Fraud against such Party to this Agreement, in either case, prior to termination of this

Agreement (in each case of clauses (a) and (b) above, subject to ‎Section 9.14 of this Agreement).

Section 8.03

Transaction Expenses.

the Transactions are consummated, then Holdco shall be responsible for payment of all the FERA Transaction Costs and Company Transaction

Costs in accordance with ‎Section 1.02(b) of this Agreement. If the Transactions shall not be consummated, then FERA

shall be responsible for FERA Transaction Costs and the Company shall be responsible for the Company Transaction Costs, except as provided

in ‎Section 6.10 of this Agreement with respect to filing fees.

Article IX

MISCELLANEOUS

Section 9.01

No Survival.

Except

(a) as otherwise contemplated by ‎Section 9.02 of this Agreement or (b) in the case of Fraud against a Party,

none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement

or instrument delivered pursuant to this Agreement (including, for the avoidance of doubt, the Beneficial Ownership Certification), including

any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall

survive the Closing (and there shall be no Liability after the Closing in respect of such provisions). Notwithstanding the foregoing,

those covenants and agreements contained in this Agreement that by their terms expressly apply in whole or in part after the Closing

shall survive only with respect to any breaches occurring after the Closing. Without limiting the foregoing, and except as provided in

this ‎Section 9.01 and ‎Section 8.03 of this Agreement (but subject to ‎Section 9.14

of this Agreement, and subject to the right to seek injunctions, specific performance or other equitable relief in accordance with ‎Section 9.08

of this Agreement), the Parties’ sole right prior to Closing with respect to any breach of any representation, warranty, covenant

or other agreement contained in this Agreement (including, for the avoidance of doubt, the Beneficial Ownership Certification) by another

Party or with respect to the Transactions shall be the right, if applicable, to termination this Agreement pursuant to ‎Section 8.01

of this Agreement.

Section 9.02

Notices.

All

notices, consents, waivers and other communications under this Agreement shall be in writing and shall be deemed to have been duly given:

(a) when delivered, if delivered in person; (b) when sent, if sent by electronic mail or other electronic means (provided that

no “bounce back” or similar message is received); (c) one Business Day after being sent, if sent by reputable,

nationally recognized overnight courier service; or (d) three Business Days after being mailed, if sent by registered or certified

mail, postage pre-paid and return receipt requested, to the applicable Party to this Agreement at the following addresses (or at such

other address of a Party to this Agreement as shall be specified by like notice):

to FERA:

Fifth

Era Acquisition Corp. I

PO Box 1093 Boundary Hall

Cricket

Square, Grand Cayman

Cayman

Islands

Tel: +1 415-994-4320

Attn: Mitchell Mechigian

E-mail: mmechigian@fifthera.com

with

a copy (which will not constitute notice) to:

Seward

& Kissel LLP

One Battery Park Plaza

New York, NY 10004

Attn: Keith Billotti

Email: billotti@sewkis.com

to the Company, to:

SMT

Holdings Limited

Cloud Desk D08, 11th Floor, Al Sarab Tower,

Abu Dhabi Global Market Square,

Al Maryah Island, Abu Dhabi, UAE

Attn: Diarmuid Clohessy

E-mail: d.clohessy@miotal.com

with

a copy (which will not constitute notice) to:

Morrison &

Foerster LLP

425 Market Street

San Francisco, CA 94105

Attn: Brandon C. Parris; Omar E. Pringle

E-mail: BParris@mofo.com; OPringle@mofo.com

Section 9.03

Binding Effect; Assignment.

This

Agreement and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement

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 FERA and the Company prior to Closing. Any attempted assignment of this Agreement not in accordance with

the terms of this ‎Section 9.03 of this Agreement shall be null and void. No such assignment shall relieve the assigning

Person of its obligations under this Agreement.

Section 9.04

Third Parties.

The

rights set forth in ‎Section 6.12 and ‎Section 6.19 of this Agreement are express rights granted for

the benefit of third parties. Subject to the preceding sentence, nothing contained in this Agreement or in any instrument or document

executed by any party in connection with the Transactions shall create any rights in, or be deemed to have been executed for the benefit

of, any Person that is not a Party to this Agreement or a successor or permitted assign of such a Party to this Agreement.

Section 9.05

Governing Law.

This

Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement, shall be governed by, and construed

in accordance with, the Laws of the State of New York applicable to contracts entered into and to be performed solely within such state,

without giving effect to principles or rules of conflict of Laws (whether of the State of New York or any other jurisdiction) to the

extent such principles or rules would require or permit the application of Laws of another jurisdiction.

Section 9.06

Jurisdiction.

Any

Legal Proceeding based upon, arising out of or related to this Agreement must be brought in the federal or state courts within the City

and State of New York. Each of the Parties to this Agreement irrevocably: (a) submits to the exclusive jurisdiction of each such

court in any such proceeding or Legal Proceeding; (b) waives any objection it may now or hereafter have to personal jurisdiction,

venue or to convenience of forum; (c) agrees that all claims in respect of the proceeding or Legal Proceeding shall be heard and

determined only in any such court; and (d) agrees not to bring any Legal Proceeding arising out of or relating to this Agreement

or the Transactions in any other court. Nothing in this Agreement shall be deemed to affect the right of any Party to this Agreement

to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other Party to this

Agreement in any other jurisdiction, in each case, to enforce judgments obtained in any Legal Proceeding brought pursuant to this ‎Section 9.06

of this Agreement.

Section 9.07

WAIVER OF JURY TRIAL.

ANY

CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES. THEREFORE,

EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY PROCEEDING, CLAIM, DEMAND, ACTION,

OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR UNDER ANY ANCILLARY DOCUMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED

OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY ANCILLARY DOCUMENT OR ANY OF THE TRANSACTIONS RELATED

HERETO OR THERETO OR ANY FINANCING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY,

IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES EACH HEREBY

AGREES AND CONSENTS THAT ANY SUCH PROCEEDING, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY

AND THAT THE PARTIES MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF

THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE,

AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,

SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH

SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,

THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS ‎Section 9.07 OF THIS AGREEMENT.

Section 9.08

Specific Performance; Remedies.

Each

Party to this Agreement: (a) acknowledges that the rights of each Party to this Agreement to consummate the Transactions are unique;

(b) recognizes and affirms that if this Agreement is breached by any Party to this Agreement, money damages may be inadequate and

the non-breaching Parties to this Agreement may have no adequate remedy at law; and (c) agrees that irreparable damage would occur

if any of the provisions of this Agreement were not performed by any Party to this Agreement in accordance with their specific terms

or were otherwise breached. Accordingly, each Party to this Agreement shall be entitled to seek an injunction or restraining order with

respect to any breaches or any anticipated breaches of this Agreement and to seek to enforce specifically the terms and provisions of

this Agreement, without the requirement to post any bond or other security or to prove that money damages would be inadequate. Except

as otherwise expressly provided herein, any and all remedies provided herein will be deemed cumulative with and not exclusive of any

other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the

exercise of any other remedy.

Section 9.09

Severability.

case any provision in this Agreement shall be held invalid, illegal or unenforceable by any court of competent jurisdiction, such provision

shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable.

The validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or

impaired nor shall the validity, legality or enforceability of such provision be affected in any other jurisdiction. Upon such determination

that any term or other provision is invalid, illegal or incapable of being enforced, the Parties to this Agreement 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.

Section 9.10

Amendment; Waiver.

This

Agreement may be amended, supplemented or modified only by execution of a written instrument signed by FERA and the Company. The Agreement

may not be modified or amended except as provided in the immediately preceding sentence and any purported amendment by any Party or Parties

effected in a manner which does not comply with this ‎Section 9.10 of this Agreement shall be void ab initio.

Section 9.11

Entire Agreement.

This

Agreement and the documents or instruments referred to in this Agreement, including any exhibits and schedules attached, which exhibits

and schedules are incorporated by reference, together with the Ancillary Documents, embody the entire agreement and understanding of

the Parties to this Agreement in respect of the subject matter contained in this Agreement. There are no restrictions, promises, representations,

warranties, covenants or undertakings, other than those expressly set forth or referred to in this Agreement or the documents or instruments

referred to in this Agreement, which collectively supersede all prior agreements and the understandings among the Parties to this Agreement

with respect to the subject matter contained in this Agreement.

Section 9.12

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 to this Agreement and shall not in any way affect the meaning or interpretation of this Agreement. In

this Agreement, unless as otherwise expressly provided in this Agreement:

(a) words

denoting any gender shall include all genders, 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 permitted 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;

accounting terms used and not otherwise defined in this Agreement or any Ancillary Document have the meaning assigned to such terms in

accordance with GAAP and IFRS, as applicable;

(d) the

word “including” (and with correlative meaning “include”) means “including, without limitation”;

(e) the

words “hereof,” “herein,” “hereto,” and “hereby” and other words of similar import 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 in this Agreement means “if and only if”;

(g) except

as the context otherwise provides, the words “either,” “or,” “neither,” “nor” and “any”

are not exclusive;

(h) the

words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall

mean, when used with reference to documents or other materials required to be provided or made available to FERA or its Representatives,

any documents or other materials posted to the virtual data room titled “Project Miotal” located at https://app.idealsvdr.com/as

of 5:00 p.m., Eastern Time, at least one day prior to the Signing Date;

(i) any

agreement, instrument, insurance policy, Law or Order defined or referred to in this Agreement or in any agreement or instrument that

is referred to in this Agreement 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 Laws or Orders) by succession

or comparable successor Laws or Orders and references to all attachments to such agreement, instrument, insurance policy, Law or Order

and instruments incorporated in such agreement, instrument, insurance policy, Law or Order;

(j) references

to “days” shall refer to calendar days unless Business Days are specified;

(k) all

references in this Agreement to the words “Section,” “Article”, “Schedule” and “Exhibit”

are to Sections, Articles, Schedules and Exhibits to this Agreement;

(l) the

term “Dollars” or character “$” means United States dollars. Any reference in this Agreement to a Person’s

directors shall include any member of such Person’s governing body. Any reference in this Agreement to a Person’s officers

shall include any Person filling a substantially similar position for such Person; and

(m) when

calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement,

the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business

Day, the period shall end at the close of business on the next succeeding Business Day.

Any

reference in this Agreement or any Ancillary Document to a Person’s shareholders, member or stockholders shall include any applicable

owners of the Equity Securities of such Person, in whatever form, including, with respect to FERA, its shareholders under the Cayman

Companies Act or its Organizational Documents. The Parties to this Agreement have participated jointly in the negotiation and drafting

of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly

by the Parties to this Agreement. No presumption or burden of proof shall arise favoring or disfavoring any Party to this Agreement 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 to FERA 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 FERA and its Representatives at least two calendar days prior to the Signing Date. If any action under this Agreement

is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such

day but on the first succeeding Business Day thereafter.

Section 9.13

Counterparts.

This

Agreement and each Ancillary Document may be executed and delivered (including by electronic transmission) in one or more counterparts,

each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument. Counterparts

may also be delivered via facsimile, electronic mail (including PDF or any electronic signature complying with the U.S. federal ESIGN

Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered

shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Section 9.14

Waiver of Claims Against Trust.

Reference

is made to the IPO Prospectus. The Company understands and acknowledges that, as described in the IPO Prospectus, FERA is a blank check

company with the powers and privileges to effect a Business Combination. The Company further hereby represents and warrants that it has

read the IPO Prospectus and understands and acknowledges that, as described in the IPO Prospectus, substantially all of FERA’s

assets consist of the cash proceeds of FERA’s IPO and private placements of its securities. Substantially all of those proceeds

have been deposited in the Trust Account for the benefit of FERA, holders of FERA Public Shares and the underwriters of FERA’s

initial public offering. The Company understands and acknowledges that they have been advised by FERA that FERA may disburse monies from

the Trust Account only:(a) to the FERA Shareholders in the event they elect to redeem their FERA Public Shares in connection with

the Business Combination or in connection with an extension of its deadline to consummate a Business Combination, (b) to the FERA

Shareholders holding FERA Public Shares if FERA fails to consummate a Business Combination within twenty-four (24) months after

the closing of the IPO, subject to extension by amendment to FERA’s Organizational Documents, (c) with respect to any interest

earned on the amounts held in the Trust Account, as necessary to pay any taxes or for working capital or (d) to FERA after or concurrently

with the consummation of a Business Combination. The Company, on behalf of itself and its Affiliates, acknowledges and agrees that, notwithstanding

anything to the contrary in this Agreement, no such Person: (x) now has or shall at any time after the Signing Date have any right,

title, interest or claim of any kind in or to any monies in the Trust Account or distributions from the Trust Account; or (y) may

make any claim against the Trust Account (including any distributions from the Trust Account), for whatever reason whatsoever regardless

of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business

relationship between FERA or its Representatives, on the one hand, and any such Person or its Representatives, on the other hand, or

any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability

(any such claims are collectively referred to as, the “Released Claims”). For and in consideration of FERA entering

into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Company irrevocably waives on behalf of itself

and its respective Affiliates, the Released Claims and any right, title, interest or claim of any kind they have or may have in the future

in or to any monies in the Trust Account. The Company agrees, on behalf of itself and its respective Affiliates, not to seek recourse

against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Agreement and any negotiations,

Contracts or agreements with FERA (including any distributions to FERA Shareholders in respect of Redemptions or deferred underwriting

commissions relating to the IPO). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and

specifically relied upon by FERA to induce FERA to enter in this Agreement, and the Company further intends and understands such waiver

to be valid, binding and enforceable against the Company and each of its Representatives under applicable Law. To the extent the Company

or any of its Representatives commences any Legal Proceeding based upon, in connection with, relating to or arising out of any matter

relating to the Transactions, which Legal Proceeding seeks, in whole or in part, monetary relief against the Trust Account, the Company

hereby acknowledges and agrees that the Company’s and its Representatives’ sole remedy with respect to monetary relief shall

be against funds held outside of the Trust Account and that such claim shall not permit the Company or any of its Representatives (or

any Person claiming on its behalf or in lieu of the Company) to have any claim against the Trust Account (including any distributions

therefrom) or any amounts contained therein. Notwithstanding the foregoing, but subject to ‎Section 9.08 hereof, nothing

in this Agreement shall serve to limit or prohibit the Company’s right to pursue a claim against FERA for legal relief against

monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation

of the Transactions so long as such claim would not affect FERA’s ability to fulfill its obligation to effectuate the Redemptions

or for Fraud. The Company’s right pursuant to the preceding sentence shall include the right to bring a claim for FERA to specifically

perform its obligations under this Agreement with respect to the disbursement of the balance of the cash remaining in the Trust Account

(after giving effect to the Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement. Nothing

in this ‎Section 9.14 of this Agreement shall serve to limit or prohibit any claims that the Company may have in the

future against FERA’s assets or funds that are not held in the Trust Account (including any funds that have been released from

the Trust Account to FERA and any assets that have been purchased or acquired with any such funds). This paragraph will survive the termination

of this Agreement for any reason.

Section 9.15

Non-Recourse.

This

Agreement may be enforced only against, and any claim or cause of action based upon, arising out of, or related to this Agreement or

the Transactions may be brought only against, the entities that are expressly named as Parties to this Agreement and then only with respect

to the specific obligations set forth with respect to such Party. Except to the extent a named Party to this Agreement (and then only

to the extent of the specific obligations undertaken by such named Party in this Agreement), (a) no past, present or future director,

officer, employee, incorporator, member, partner, stockholder, agent, attorney, advisor, Representative or Affiliate (nor any investment

fund or vehicle managed by an Affiliate or portfolio company of such investment fund and vehicle) of any named Party to this Agreement

and (b) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, advisor,

Representative or Affiliate (nor any investment fund or vehicle managed by an Affiliate or portfolio company of such investment fund

and vehicle) of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of

the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company or FERA

under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the Transactions. The Parties may

not rely on this Section 9.15 to eliminate any claims of Fraud.

Section 9.16

Disclosure Letters.

The

Company Disclosure Letter and FERA Disclosure Letter referenced in this Agreement are a part of this Agreement as if fully set forth

in this Agreement. All references in this Agreement to the Company Disclosure Letter or FERA Disclosure Letter shall be deemed references

to such parts of this Agreement unless the context shall otherwise require. Any disclosure made by a Party in the applicable Disclosure

Letter with reference to any section of this Agreement or section of the applicable Disclosure Letter shall be deemed to be a disclosure

with respect to such other applicable sections of this Agreement or sections of the applicable Disclosure Letter if it is reasonably

apparent on the face of such disclosure that such disclosure is responsive to such other section of this Agreement or section of the

applicable Disclosure Letter. Certain information set forth in the Disclosure Letters (as defined below) is included solely for informational

purposes and may not be required to be disclosed pursuant to this Agreement. Unless expressly contemplated by this Agreement, the disclosure

of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection

with the representations and warranties made in this Agreement. The disclosure of any information shall not be deemed to establish a

standard of materiality.

Article X

DEFINITIONS

Section 10.01

Certain Definitions. The following terms shall have the following meanings in this Agreement:

“Acquisition

Proposal” means any written 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 (other than as it relates to the Company, FERA and the Sponsor

or their respective Representatives with respect to the Transactions).

“Acquisition/Ownership

Document(s)” has the meaning specified in ‎Section 4.16(b)(ii) of this Agreement.

“Additional

FERA SEC Reports” has the meaning specified in ‎Section 5.06 of this Agreement.

“Additional

Proposals” has the meaning specified in ‎Section 6.14(a)(i) of this Agreement.

“Adjournment

Proposal” has the meaning specified in ‎Section 6.14(a)(i) of this Agreement.

“Affiliate”

with respect to any specified Person means any Person that, directly or indirectly, controls, is controlled by, or is under common control

with, such specified Person, whether through one or more intermediaries or otherwise. The term “control” (including the terms

“controlling,” “controlled by” and “under common control with”) means the possession, directly or

indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of

voting securities, by Contract or otherwise. Notwithstanding anything in the Agreement to the contrary, in no event shall the Company,

on the one hand, or FERA or the Sponsor, on the other hand, be deemed to be an Affiliate of the other.

“Affiliate

Contract” means any Contract between the Company, on the one hand, and any Shareholder or any Affiliate of a Shareholder, on

the other hand.

“Affiliated

Person” means with respect to any entity, any employee, officer or director of such entity, or, in the case of an individual,

any spouse, parent, sibling, child, lineal descendant of such individual or trust for the benefit of any of the foregoing.

“Agreement”

has the meaning specified in the Preamble.

“Alternative

Transaction” means: Subject to the last sentence hereof, (a) with respect to the Company and its controlled Affiliates,

a transaction or a series of transactions (other than the Transactions) concerning (i) the sale or divestiture (whether directly

or indirectly) of all or substantially all of the business or assets of the Company or their respective controlled Affiliates; (ii) the

sale or issuance of, or any similar investment in, any of the shares or other Equity Securities or profits of the Company or their respective

controlled Affiliates, 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; or (iii) a merger, consolidation,

share exchange, business combination, reorganization, liquidation, dissolution or other similar transaction involving the sale or disposition

of the Company; and (b) with respect to FERA and its Affiliates, a transaction (other than the Transactions) concerning a Business

Combination involving FERA or any of the transactions described in clause (a), which shall apply mutatis mutandis

to this clause (b). Notwithstanding anything herein to the contrary, the Parties specifically acknowledge and agree that

“Alternative Transaction” shall not include any Stockpile Sales, or the arrangements, efforts or undertakings to effect any

Stockpile Sales.

“Amended

Holdco Memorandum and Articles of Association” has the meaning specified in ‎Section 1.10 of this Agreement.

“Ancillary

Documents” means each of the agreements and instruments contemplated by this Agreement or otherwise related to the Transactions,

in each case to be executed and delivered on the Signing Date or on or prior to the Closing Date, including this Agreement (together

with the Company Disclosure Letter and FERA Disclosure Letter), the Sponsor Support Agreement, the Share Exchange Agreements, the Instruments

of Transfer, Lock-Up Agreements, Investor Subscription Agreements, Registration Rights Agreement, the Holdco Joinder, the Merger Sub

Joinder and Plan of Merger.

“Anti-Bribery

Law” means: (a) the Foreign Corrupt Practices Act of 1977; (b) the U.K. Bribery Act 2010; (c) the Swiss Criminal

Code of 21 December 1937; (d) any Laws, rules or regulations promulgated under the Foreign Corrupt Practices Act of 1977 or U.K.

Bribery Act 2010, and all other applicable anti-corruption and bribery Laws of any jurisdiction; and (e) other Laws of other countries

implementing the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions.

“Anti-Money

Laundering Law” means: (a) the Bank Secrecy Act of 1970, as amended, among others, by the Money Laundering Control Act

of 1986, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001

(also known as the USA PATRIOT Act), and the Anti-Money Laundering Act of 2020; (b) the UK Proceeds of Crime Act 2002, the UK Terrorism

Act 2000, UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, Part 3 of the Criminal

Finances Act 2017, the Sanctions and Anti-Money Laundering Act 2018; (c) European Union Money Laundering Directives and any laws

of any European Union Member State enacted to implement European Union Directive (EU) 2015/849 Member States’ implementing legislation

on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing; (d) the Swiss

Anti-Money Laundering Act of 10 October 1997, the Swiss Anti-Money Laundering Ordinance of 11 November 2015 and the Swiss Criminal Code

of 21 December 1937; and (e) any other applicable Laws prohibiting terrorist financing or money laundering and/or imposing obligations

to conduct terrorist financing or money laundering due diligence, including know-your-customer (KYC) and any financial recordkeeping

and reporting requirements.

“Antitrust

Laws” means: (a) the HSR Act, the Federal Trade Commission Act, the Sherman Antitrust Act of 1890 and the Clayton Antitrust

Act, including the rules and regulations promulgated under the HSR Act, the Federal Trade Commission Act, the Sherman Antitrust Act of

1890 and the Clayton Antitrust Act; (b) any applicable foreign antitrust Laws; and (c) all other applicable Laws that are designed

or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening

of competition through merger or acquisition.

“Authorization

Notice” has the meaning specified in ‎Section 1.07(d) of this Agreement.

“Beneficial

Owner” means any Person who, directly or indirectly, though any Contract, operation of Law or otherwise, (i) owns or has the

right to acquire within 60 days, membership, legal, equitable or beneficial interest (in each case, whether current, contingent or future)

in such specific Person; or (ii) controls, manages or directs such specific Person; or (iii) acts on behalf of a Person described in

clause (i) or (ii). This defined term includes such specific Person’s shareholders, partners, members, directors,

officers, managers, settlors, founders, trustees, protectors, nominees, custodians, agents, legal representatives, fiduciaries and/or

beneficiaries, and Person fulfilling similar functions.

“Benefit

Plans” means (i) each “employee benefit plan” (within the meaning of Section 3(3) of ERISA), (ii) each

plan, program, policy, agreement or arrangement that would be an “employee benefit plan” (within the meaning of Section 3(3)

of ERISA), if it was subject to ERISA, (iii) each equity purchase, equity option, restricted equity, equity bonus, equity ownership,

equity appreciation rights, phantom equity, profits interests or other equity or equity-based plan or agreement, (iv) each compensation,

bonus, commission, incentive or deferred compensation plan, agreement, arrangement, program, or policy, (v) each employment or consulting

agreement, offer letter or severance, retention, change of control, termination, employee loan, advance or other compensation plan, agreement,

arrangements, program, or policy, (vi) each health or welfare plan, agreement, arrangement, program, or policy, and (vii) each

other vacation policy, or other employee fringe benefit or perquisite arrangement whether or not subject to ERISA, in the cases of clauses (i)-(vi),

(A) under which any current or former employee, manager, director, independent contractor or consultant of a member of the Company

Group or FERA, as applicable, has any present or future right to benefits or is eligible to participate, (B) entered into, sponsored,

maintained, contributed to, by any member of the Company Group, or FERA, as applicable, or (C) with respect to which any member

of the Company Group or FERA, as applicable, has any Liability (whether direct, indirect, contingent, current, prospective or otherwise)

and whether such arrangement is oral or in writing.

“Business

Combination” has the meaning specified in Article 1.1 of FERA’s Organizational Documents as in effect on the Signing

Date.

“Business

Combination Deadline” means the deadline by which FERA must complete a Business Combination in accordance with its Organizational

Documents as then in effect.

“Business

Combination Proposals” has the meaning specified in ‎Section 6.14(a)(i) of this Agreement.

“Business

Day” means a day other than a Saturday, Sunday or other day on which commercial banks in Abu Dhabi, United Arab Emirates, New

York, New York, or, for so long as FERA remains domiciled in Cayman Islands, Governmental Authorities in the Cayman Islands that are

authorized or required by Law to close.

“Cantor”

means Cantor Fitzgerald & Co.

“Cantor

Held Private Placement Units” means the private placement units purchased by Cantor from FERA pursuant to the Cantor Private

Placement Units Agreement.

“Cantor

Private Placement Units Agreement” means that certain Private Placement Units Purchase Agreement, dated February 27, 2025,

by and between the Company and Cantor.

“Cayman

Companies Act” has the meaning specified in ‎Section 1.01 of this Agreement.

“Closing”

has the meaning specified in ‎Section 3.01 of this Agreement.

“Closing

Date” has the meaning specified in ‎Section 3.01 of this Agreement.

“Closing

Filing” has the meaning specified in ‎Section 6.16(b) of this Agreement.

“Closing

Press Release” has the meaning specified in ‎Section 6.16(b) of this Agreement.

“Code”

means the U.S. Internal Revenue Code of 1986, as amended, and any successor statute, as amended.

“Company”

has the meaning specified in the Preamble.

“Company

Board” has the meaning specified in the Recitals.

“Company

Contract” has the meaning specified in ‎Section 4.12(a) of this Agreement.

“Company

Data” means all databases, data compilations and other data, including retail measurements, consumer panels, product descriptors,

classifications, features, and identifiers, order, sales, transactions, inventories, purchasing, preference and consumption data, market

segmentation, performance and channel data, and supplier, vendor, distributor and customer lists and market research and studies, in

each case that is utilized in connection with the operation of a member of the Company Group, whether in hard copy or electronic or other

format, and whether or not de-identified, aggregated, anonymized, compiled or structured.

“Company

Disclosure Letter” has the meaning specified in the Preamble to ‎Article IV of this Agreement.

“Company

Fundamental Representations” means the representations and warranties made pursuant to ‎Section 4.01 (Organization

and Standing), ‎Section 4.02 (Authorization; Binding Agreement), ‎Section 4.03 (Capitalization),

‎Section 4.04 (Subsidiaries), Section 4.11 (Litigation) Section 4.16(b) and (c) (Personal

Property; Title to Metal Stockpile) and ‎Section 4.22 (Finders and Brokers) of this Agreement.

“Company

Group” has the meaning specified in the Preamble.

“Company

Intellectual Property” means the Owned Company Intellectual Property and other Intellectual Property licensed to the Company

Group that is material to the business of the Company Group.

“Company

IT Systems” means all networks, servers, computer systems, computer hardware, storage, and other information technology systems,

network equipment, in each case, owned, licensed or leased by or used in the operation of a member of the Company Group.

“Company

Material Adverse Effect” means any Event that: (i) has had, or would reasonably be expected to have, individually or in

the aggregate, a material adverse effect on the business, assets, results of operations or condition (financial or otherwise) of any

member of the Company Group or (ii) does or would reasonably be expected to, individually or in the aggregate, prevent, materially

delay or materially impede the ability of any member of the Company Group to consummate the Transactions. Notwithstanding the foregoing,

in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether

there has been or will be, a “Company Material Adverse Effect” pursuant to clause (i) of the preceding

sentence: (a) any change or proposed change in applicable Laws or GAAP or IFRS, or in other accounting standards or requirements

applicable to any member of the Company Group (or any interpretation thereof); (b) general business, economic, political or social

conditions or developments in the United States or any other country or region in the world, including any changes, events or developments

in the credit, debt, securities, financial, banking, capital, cryptocurrency or reinsurance markets (including changes in interest or

exchange rates, market indices, trading prices or commodities, or any disruption thereof); (c) national or international political

or social instability, including any military or terrorist attack, cyberattack, sabotage, act of war (whether or not declared), escalation

of any war, emergency, or other hostilities; (d) changes in the industries, markets or geographies in which the Company Group operates;

(e) acts of God, but only including pandemics, epidemics, disease outbreaks, quarantines, public health emergencies, in the United

States or elsewhere in the world; (f) the taking of any action, or failing to take any action, as required, or not prohibited, by

this Agreement; (g) the execution, delivery or public announcement of this Agreement or the Ancillary Documents or the pendency

or consummation of the transactions contemplated hereby or thereby, including any impact on relationships with current or prospective

employees, customers, suppliers, distributors, partners, investors, regulators or other third parties; (h) any failure of the Company

to meet any internal or public projections, forecasts, guidance, sales, revenue or earnings predictions (provided that the underlying

cause of such failure may be considered in determining whether a Company Material Adverse Effect has occurred, to the extent not otherwise

excluded pursuant to this definition); or (i) any action, or inaction, taken, or not taken by, or at the request of, FERA or (j)

any Stockpile Sales, or the reduction of the Metal Stockpile in connection with any Stockpile Sales. Notwithstanding the foregoing, any

Event referred to in clauses (a) through (e) may be taken into account in determining whether a Company Material Adverse

Effect has occurred to the extent it has had or would reasonably be expected to have a disproportionate adverse effect on any member

of the Company Group relative to similarly situated companies in the industry in which the Company Group conduct its operations.

“Company

Permits” has the meaning specified in ‎Section 4.10 of this Agreement.

“Company

Products” means all products and services (including products and services under development) that are, as of the Signing Date,

being developed, marketed, offered, sold, licensed, provided or distributed by or on behalf of the Company Group.

“Company

Registered IP” means Owned Company Intellectual Property that has been registered, filed, certified or otherwise perfected

or recorded with or by any Governmental Authority or other public or quasi-public legal authority.

“Company

Securities” means the equity interests of the Company expressed in the form of Company Shares and any other instrument exercisable

or exchangeable for, or convertible into, any Company Shares.

“Company

Shares” has the meaning specified in the Recitals.

“Company

Software” means all Software which the Company owns or purports to own, in whole or in part.

“Company

Transaction Costs” means all fees, costs and expenses of the Company Group, in each case, incurred prior to and through the

Closing Date in connection with the negotiation, preparation and execution of this Agreement, the Ancillary Documents and the consummation

of the Transactions, in each case whether before, at or after the Closing, including: (a) all change of control bonus payments,

transaction, retention or similar payments payable as a result of or in connection with the consummation of the Transactions pursuant

to arrangements (whether written or oral) effective prior to the Closing Date whether payable before (to the extent unpaid), on or following

the Closing Date (excluding any “double-trigger” payments that do not entitle any individual to voluntarily terminate employment

and receive a payment), and the employer portion of payroll, employment and similar Taxes payable as a result of the foregoing amounts

(computed as though all such amounts were payable as of the Closing Date); (b) all severance payments, retirement payments or similar

payments or success fees payable pursuant to arrangements (whether written or oral) effective prior to the Closing Date and which are

payable as a result of or in connection with the consummation of the Transactions, whether payable before (to the extent unpaid), on

or following the Closing Date (excluding any “double-trigger” payments that do not entitle any individual to voluntarily

terminate employment and receive a payment), and the employer portion of payroll, employment and similar Taxes payable as a result of

the foregoing amounts (computed as though all such amounts were payable as of the Closing Date); (c) all professional or transaction

related costs, fees and expenses of deal, brokerage, legal, accounting, financial advisory, consultants, auditors, accountants and brokers

or any similar fees payable in connection with the consummation of the Transactions; (d) all costs, fees and expenses related to

the D&O Tails; (e) 50% of the filing fees lawfully payable to or at the request of any Governmental Authority in connection

with this Agreement, the Ancillary Documents and the consummation of the Transactions, including any fees in connection with any filings

described in ‎Section 6.10 of this Agreement; and (f) all amounts owing by the Company Group to directors, but excluding,

in each case, (i) all other costs, fees and expenses incurred in connection with the listing on the Listing Exchange of the shares of

Holdco Ordinary Shares issued in connection with the Transactions and (ii) any other amounts payable by FERA under this Agreement.

“Confidentiality

Agreement” means the Confidentiality Agreement by and between the Company and FERA dated as of March 13, 2025.

“Consent”

means any consent, approval, waiver, notice, authorization or permit of, or notice to or declaration or filing with any Governmental

Authority or any other Person.

“Contracts”

means all legally binding contracts, agreements, binding arrangements, memorandums of understanding, bonds, notes, indentures, mortgages,

debt instruments, purchase order, licenses (and all other contracts, agreements or binding arrangements concerning Intellectual Property),

franchises, leases and other instruments or obligations of any kind, written or oral (including any amendments and other modifications

to the foregoing).

“Controlled

Representatives” has the meaning specified in ‎Section 6.01(a) of this Agreement.

“Controlling

Persons Coverage” means a controlling person rider with respect to Sponsor pursuant to its executive and corporate securities

liability insurance policy, or comparable coverage for benefit of Sponsor.

“Conversion

Shares” has the meaning specified in ‎Section 1.08(b) of this Agreement.

“D&O

Indemnified Party” means any individual who, at or prior to the Closing, was a director (or equivalent) or officer or employee

of FERA or the Company.

“D&O

Tails” has the meaning specified in ‎Section 6.19(b) of this Agreement.

“Disclosure

Letters” means, collectively, the Company Disclosure Letter and FERA Disclosure Letter.

“Enforceability

Exceptions” has the meaning as specified in ‎Section 4.02 of this Agreement.

“Equity

Incentive Plan” has the meaning specified in ‎Section 6.15(a) of this Agreement.

“Equity

PIPE” means a private placement of Holdco Ordinary Shares or convertible securities to certain investors, pursuant to subscription

agreements to be entered into with such investors, in form and substance reasonably satisfactory to the Company and approved by FERA

(such approval not to be unreasonably withheld, conditioned or delayed).

“Equity

Securities” with respect to any Person means: (a) any shares of capital or capital stock, partnership, membership, joint

venture or similar interest, or other voting securities of, or other ownership interest in, such Person; (b) any securities of such

Person convertible into or exchangeable for cash or shares of capital or capital stock or other voting securities of, or other ownership

interests in, such Person; (c) any warrants, calls, options or other rights to acquire from such Person, or other obligations of

such Person to issue, any shares of capital or capital stock or other voting securities of, or other ownership interests in, or securities

convertible into or exchangeable for shares of capital or capital stock or other voting securities of, or other ownership interests in,

such Person; (d) any restricted shares, stock appreciation rights, restricted units, performance units, contingent value rights,

“phantom” stock or similar securities or rights issued by or with the approval of such Person that are derivative of, or

provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital or capital stock or other voting

securities of, other ownership interests in, or any business, products or assets of, such Person; and (e) any securities issued

or issuable with respect to the securities or interests referred to in clauses (a) through (d) above in connection

with a combination of shares, recapitalization, merger, consolidation or other reorganization.

“ERISA”

means the U.S. Employee Retirement Income Security Act of 1974, as amended.

“Event”

means any event, state of facts, development, circumstance, condition, change, occurrence or effect.

“Ex-Im

Laws” means applicable Laws related to (a) export controls, including the U.S. Export Administration Regulations administered

by the U.S. Department of Commerce, the UK Export Control Order 2008, the Retained Dual-Use Regulation 428/2009, the EU Dual-Use Regulation

2021/821, the Swiss Federal Act of 13 December 1996 on the Control of Civilian and Military Goods and Special Military Goods (Goods Control

Act), Ordinance of 3 June 2016 on the Control of Civilian and Military Goods, Special Military Goods and Strategic Goods (Goods Control

Ordinance), Ordinance of 21 August 2013 on the Control of Chemicals with Civil and Military Uses and Safeguards Ordinance of 4 June 2021;

(b) imports or customs, including those administered by U.S. Customs and Border Protection, the UK, the EU, the Cayman Islands and

Switzerland; (c) U.S. anti-boycott laws administered by the U.S. Department of Commerce or U. S. Department of the Treasury; and

(d) all other applicable Laws governing exports, customs and imports of any applicable jurisdiction.

“Exchange”

has the meaning specified in the Recitals.

“Exchange

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

“Exchange

Agent” has the meaning specified in ‎Section 1.08(a) of this Agreement.

“Exchange

Consideration” has the meaning specified in ‎Section 2.02(a) of this Agreement.

“Exchange

Shares” has the meaning specified in ‎Section 2.02(a) of this Agreement.

“Extension

Amendment” means an amendment to FERA’s Organizational Documents, solely to modify the definition of “Completion

Window” as set forth therein, to provide for a new deadline (as mutually agreed between the Company and FERA) to allow FERA to

complete the Closing of the Transactions pursuant to the terms of this Agreement.

“Federal

Securities Law” means the Exchange Act, the Securities Act and the other U.S. federal securities laws and the rules and regulations

of the SEC promulgated thereunder or otherwise.

“FERA”

has the meaning specified in the Preamble.

“FERA

Board” has the meaning specified in the Recitals.

“FERA

Board Recommendation” has the meaning specified in ‎Section 6.14(b)(ii) of this Agreement.

“FERA

Certificates” means the FERA Security Certificates and the FERA Right Certificates.

“FERA

Class A Ordinary Shares” has the meaning specified in the Recitals.

“FERA

Class B Ordinary Shares” has the meaning specified in the Recitals.

“FERA

Disclosure Letter” has the meaning specified in ‎Article V of this Agreement.

“FERA

Dissenting Shareholders” has the meaning specified in ‎Section 1.07(a) of this Agreement.

“FERA

Dissenting Shares” has the meaning specified in ‎Section 1.07(a) of this Agreement.

“FERA

Financial Statements” means all of the financial statements of FERA included in the FERA SEC Reports.

“FERA

Fundamental Representations” means the representation and warranty made pursuant to ‎Section 5.01 (Organization

and Standing), ‎Section 5.02 (Authorization; Binding Agreement), ‎Section 5.05 (Capitalization),

‎Section 5.14 (Trust Account) and ‎Section 5.15 (Finders and Brokers) of this Agreement.

“FERA

Material Adverse Effect” means any Event that: (i) has had, or would reasonably be expected to have, individually or in

the aggregate, a materially adverse effect on the business, assets, results of operations or condition (financial or otherwise) of FERA

or (ii) does or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede

the ability of FERA to consummate the Transactions. Notwithstanding the foregoing, in no event would any of the following, alone or in

combination, be deemed to constitute or be taken into account in determining whether there has been or will be, a “FERA Material

Adverse Effect” pursuant to clause (i) of the preceding sentence: (a) any change or proposed change in applicable

Laws or GAAP or IFRS, or in other accounting standards or requirements applicable to FERA (or any interpretation thereof); (b) general

business, economic, political or social conditions or developments in the United States or any other country or region in the world,

including any changes, events or developments in the credit, debt, securities, financial, banking, capital, cryptocurrency or reinsurance

markets (including changes in interest or exchange rates, market indices, trading prices or commodities, or any disruption thereof);

(c) national or international political or social instability, including any military or terrorist attack, cyberattack, sabotage,

act of war (whether or not declared), escalation of any war, emergency, or other hostilities; (d) changes in the industries, markets

or geographies in which FERA operates; (e) acts of God, natural disasters, pandemics, epidemics, disease outbreaks, quarantines,

public health emergencies, earthquakes, hurricanes, tornados, wildfires, floods, tsunamis, mudslides, or other comparable events or any

escalation thereof, in the United States or elsewhere in the world; (f) the number of FERA Shareholders electing a Redemption in

connection with the transactions contemplated by this Agreement or the amount of any such Redemptions; (g) changes in the price

or trading volume of FERA Class A Ordinary Shares, FERA Units or FERA Private Placement Units (provided that the underlying cause may

be taken into account to the extent not excluded by another clause of this definition); (h) the taking of any action, or failing

to take any action, as required, or not prohibited, by this Agreement; (i) the execution, delivery or public announcement of this

Agreement or the Ancillary Documents or the pendency or consummation of the transactions contemplated hereby or thereby, including any

impact on relationships with current or prospective employees, customers, suppliers, distributors, partners, investors, regulators or

other third parties; (i) any failure by FERA to meet any internal or public projections, forecasts, guidance, sales, revenue or

earnings predictions (provided that the underlying cause of such failure may be considered in determining whether a FERA Material Adverse

Effect has occurred, to the extent not otherwise excluded pursuant to this definition); or (j) any action, or inaction, taken, or

not taken by, or at the request of, the Company. Notwithstanding the foregoing, any Event referred to in clauses (a) through

(e) may be taken into account in determining whether a FERA Material Adverse Effect has occurred to the extent it has had or would

reasonably be expected to have a disproportionate adverse effect on FERA relative to similarly situated companies in the industry in

which FERA conducts its operations.

“FERA

Ordinary Shares” means, collectively, FERA Class A Ordinary Shares and FERA Class B Ordinary Shares.

“FERA

Preferred Shares” means preference shares of FERA, par value $0.0001 per share.

“FERA

Private Placement Units” means, collectively, the Cantor Held Private Placement Units and Sponsor Held Private Placement Units

issued and outstanding as of the Signing Date.

“FERA

Public Shares” has the meaning specified in the Recitals.

“FERA

Related Person” means any officer, director, manager, employee, trustee or beneficiary of FERA or any of its Affiliates and

any immediate family member of any of the foregoing.

“FERA

Right” has the meaning specified in the Recitals.

“FERA

Right Certificates” means the certificates representing FERA Rights.

“FERA

Rightholders” means the holders of FERA Rights as of the applicable time specified in this Agreement.

“FERA

SEC Reports” has the meaning specified in ‎Section 5.06(a) of this Agreement.

“FERA

Securities” means FERA Ordinary Shares any other instrument exercisable or exchangeable for, or convertible into, any FERA

Ordinary Shares.

“FERA

Security Certificates” means the certificates representing FERA Securities.

“FERA

Share Rights Agreement” means that certain Share Rights Agreement, dated February 27, 2025, by and between FERA and Continental

Stock Transfer & Trust Company, as rights agent.

“FERA

Shareholder Approval” has the meaning specified in ‎Section 7.01(a) of this Agreement.

“FERA

Shareholder Approval Matters” has the meaning specified in ‎Section 6.14(a)(i) of this Agreement.

“FERA

Shareholders” means the shareholders of FERA as of the applicable time specified in this Agreement.

“FERA

Shareholders’ Meeting” has the meaning specified in ‎Section 6.14(b) of this Agreement.

“FERA

Transaction Costs” means all fees, costs and expenses of FERA incurred prior to and through the Closing Date in connection

with the negotiation, preparation and execution of this Agreement, the Ancillary Documents and the consummation of the Transactions,

in each case whether before, at or after the Closing, including: (a) all professional or transaction related costs, fees and expenses

of deal, brokerage, legal, accounting, financial advisory, consultants, auditors, accountants and brokers or any similar fees payable

in connection with the consummation of the Transactions (excluding the any costs or fees related to any Equity PIPE), including Placement

Agent fees; (b) 50% of the filing fees lawfully payable to or at the request of any Governmental Authority in connection with this

Agreement, the Ancillary Documents and the consummation of the Transactions, including any fees in connection with any filings described

in ‎Section 6.10 of this Agreement; (c) all costs, fees and expenses incurred in connection with the preparation

and filing of the Registration Statement (and any registration statement filed with the SEC in connection therewith) and the review and

approval of the Registration Statement by the SEC; (d) all costs, fees and expenses incurred in connection with the listing on the

Listing Exchange of the shares of Holdco Ordinary Shares issued in connection with the Transactions; and (e) all premiums, whether

paid or unpaid prior to the Closing in connection with the Controlling Persons Coverage; (f) any Indebtedness or other amounts of

FERA owed to its Affiliates or shareholders (including any amounts outstanding under the Working Capital Loans to the extent payable

in cash); and (g) amounts due to the underwriters of FERA’s IPO for their deferred underwriting commissions as set forth in the

Trust Agreement, if applicable.

“FERA

Units” means the units of FERA sold in the IPO, each consisting of one FERA Class A Ordinary Share and the right to one-tenth

(1/10th) of a FERA Class A Ordinary Share, issued and outstanding as of the Signing Date.

“Financial

Statements” has the meaning specified in ‎Section 4.06(a) of this Agreement.

“Fraud”

means, with respect to a Party, actual common law fraud, with respect to the making of the express representations and warranties by

such Party contained in ‎Article IV or ‎Article V of this Agreement, as applicable (including, for the

avoidance of doubt, pursuant to the certificate delivered pursuant to ‎Section 7.02(h)(i) or ‎Section 7.03(e)(i)

of this Agreement); provided, that such fraud of a Party shall only be deemed to exist if any of the individuals included on Section 10.01-A

of the Company Disclosure Letter (in the case of the Company) or Section 10.01-B of FERA Disclosure Letter (in the case of

FERA) had actual knowledge (and not imputed or constructive knowledge) at the time of making the applicable representations or warranties

of a misrepresentation with respect to the representations and warranties made by such Party in ‎Article IV or ‎Article V

of this Agreement, as applicable, as qualified by the Company Disclosure Letter or the FERA Disclosure Letter (as applicable), and such

misrepresentation was made with the actual intention of deceiving another Party who is relying on such representation or warranty. For

the avoidance of doubt, (a) “Fraud” does not include any claim for equitable fraud, promissory fraud, unfair dealings

fraud or any torts (including a claim for fraud) based on negligence or recklessness and (b) no Person shall be liable for another

Person’s Fraud.

“GAAP”

means generally accepted accounting principles as in effect in the United States of America.

“Governmental

Authority” means any federal, state, provincial, municipal, local, foreign or other governmental, quasi- governmental, supranational

(including the European Union and United Nations), regulatory or administrative body, instrumentality, department or agency or any court,

tribunal, administrative hearing body, arbitral body, commission, or other similar dispute-resolving panel or body (public or private).

“Holdco”

has the meaning specified in the Preamble.

“Holdco

Incorporation Date” means the date that the Registrar of Companies of the Cayman Islands has delivered a stamped Certificate

of Incorporation for Holdco.

“Holdco

Joinder” shall mean that joinder to this Agreement in the form attached hereto as Exhibit G.

“Holdco

Joinder Date” shall mean the date that Holdco executes and delivers the Holdco Joinder Agreement to FERA.

“Holdco

Ordinary Shares” has the meaning specified in the Recitals.

“Holdco

Shareholder Approval” means the vote or unanimous written resolution of the shareholder of Holdco required to approve and adopt

the Amended Holdco Memorandum and Articles of Association, as determined in accordance with the Organizational Documents of Holdco and

the Cayman Companies Act.

“HSR

Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated

under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“IFRS”

means the International Financial Reporting Standards as issued by the International Accounting Standards Board.

“Income

Taxes” means Taxes imposed on or measured by net income.

“Indebtedness”

means, with respect to the Company Group at any date and as of any given time of determination, without duplication: (i) all obligations

of the Company Group for borrowed money (including any unpaid principal, premium, accrued and unpaid interest, related expenses, prepayment

penalties, commitment and other fees, reimbursements and all other amounts payable in connection therewith) (excluding any inter-company

obligations for borrowed money, any trade payables, accounts payable and any other current liabilities), (ii) all liabilities of

the Company Group evidenced by notes, bonds (other than surety bonds), debentures, notes or other similar instruments, (iii) all

liabilities of the Company Group in respect of any surety bonds, letters of credit or bankers’ acceptances or similar facilities,

in each case, solely to the extent drawn upon, (iv) all obligations of the Company Group under finance leases that are required

to be capitalized and accrued as indebtedness on a balance sheet in accordance with IFRS, (v) all obligations of the Company Group for

guarantees of another Person in respect of any items set forth in clauses (i) through (iv), (vi) any accrued

but unpaid outstanding Income Tax liabilities of the Company Group for any Pre-Closing Tax Period that are due and payable following

the Closing Date with respect to any Tax Return that is not yet due (taking into account any applicable extensions); provided that Income

Taxes shall be calculated (A) in a manner consistent with the past practices of the Company Group (including with respect to jurisdictions,

elections, and types of Taxes) and (B) allocating items with respect to a Straddle Period in accordance with ‎Section 6.12(e),

(vii) all obligations of the Company Group for deferred purchase price of property, assets or services, deferred rent payments,

all conditional sale obligations or for earnouts, holdbacks or other similar obligations (calculated at the full amount of the possible

payment outstanding), (viii) accrued and unpaid severance or similar accrued and unpaid exit payments or deferred compensation,

and the employer portion of any payroll taxes of the Company Group, (ix) accrued and unpaid bonuses and the employer portion of

any payroll taxes of the Company Group, (x) accounts payables which have been outstanding for more than ninety (90) days, (xi) all

currency swaps, interest rate swaps, forward contracts or other hedging or derivative arrangements or instruments of the Company Group,

calculated at the termination value thereof as if terminated at or immediately prior to the Closing, and (xii) any accrued interest

and penalties or breakage fees related to any of the foregoing.

“Independent

Metal Testing” has the meaning specified in ‎Section 6.01(a) of this Agreement.

“Initial

Share Reserve Percentage” has the meaning specified in ‎Section 6.15(a) of this Agreement.

“Initial

Transfer” means the first Transfer of any Rights in the Metal Stockpile to Dr. Savo Kujundzic or his Affiliate.

“Instrument

of Transfer” has the meaning specified in Section 7.01(b) of this Agreement.

“Intellectual

Property” means all right, title, and interest in and to the following worldwide: (a) patents and patent applications

(including all reissues, divisions, continuations, continuations-in-part, extensions and reexaminations thereof) registered or applied

for and all improvements to the inventions disclosed in each such registration, patent or patent application; (b) trademarks, service

marks, trade dress, logos, domain names, social media accounts and handles, trade names and corporate names (whether or not registered),

including all registrations and applications for registration of the foregoing and all goodwill associated therewith; (c) copyrights

(whether or not registered) and registrations and applications for registration thereof, including all derivative works, moral rights,

renewals, extensions, reversions or restorations associated with such copyrights, regardless of the medium of fixation or means of expression;

(d) Software; and (e) Trade Secrets.

“Intended

Tax Treatment” has the meaning specified in the Recitals.

“Interim

Period” has the meaning specified in ‎Section 6.01(a) of this Agreement.

“Investment

Company Act” has the meaning specified in ‎Section 4.21 of this Agreement.

“Investor

Subscription Agreements” has the meaning specified in the Recitals.

“IPO”

means the initial public offering of FERA Units pursuant to the IPO Prospectus.

“IPO

Prospectus” means the final prospectus of FERA, dated as of February 27, 2025, and filed with the SEC (File No. 333-284616)

available at www.sec.gov.

“IRS”

means the U.S. Internal Revenue Service (or any successor Governmental Authority).

“Knowledge”

with respect to: (i) the Company, means the actual knowledge of the individuals set forth on Section 10.01-A of the

Company Disclosure Letter; and (ii) FERA, means the actual knowledge of the individuals set forth on Section 10.01-B

of FERA Disclosure Letter.

“Labor

Agreement” has the meaning specified in ‎Section 4.12(a)(ix) of this Agreement.

“Law”

means any federal, state, local, municipal, foreign or other constitution, law, statute, act, legislation, principle of common law, ordinance,

code, edict, decree, proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, ordinance,

regulation, Order or Consent, in each case, issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put

into effect by or under the authority of any Governmental Authority.

“Legal

Proceeding” means any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit,

settlement, complaint, stipulation, assessment, examination, mediation or arbitration, or any request (including any request for information),

inquiry, hearing, proceeding (whether at law or in equity) or investigation, by or before any Governmental Authority.

“Letter

of Transmittal” has the meaning specified in ‎Section 1.08(b) of this Agreement.

“Liabilities”

means, with respect to any Person, all liabilities, Indebtedness, Legal Proceedings or obligations of any nature (whether absolute, accrued,

contingent or otherwise, whether known or unknown, whether direct or indirect, whether matured or unmatured, whether due or to become

due and whether or not required to be recorded or reflected on a balance sheet under GAAP, IFRS or other applicable accounting standards).

“Lien”

means any direct or indirect mortgage, pledge, deed of trust, lease, sublease, license (other than nonexclusive licenses to Intellectual

Property), security interest, attachment, right of first refusal, right of first offer, pre-emptive right, option, proxy, voting trust,

power of attorney, encumbrance, lien, other rights in the nature of security or charge of any kind (including any direct or indirect

conditional sale or other title retention agreement or lease in the nature of any mortgage, pledge, deed of trust, lease, sublease, license

(other than nonexclusive licenses to Intellectual Property), security interest, attachment,

right of first refusal, right of first offer, pre-emptive right, option, proxy, voting trust, power of attorney, encumbrance, lien, other

rights in the nature of security or charge of any kind), restriction (whether on voting, sale, use, Transfer or otherwise), subordination

arrangement in favor of another Person, or filing or agreement to file a financing statement as debtor under the Uniform Commercial Code

or any similar Law, and any other interest of any nature whatsoever, in each case, whether by Contract, operation of Law or otherwise,

and whether current, future or contingent.

“Listing

Exchange” means a nationally recognized stock exchange or listing system mutually agreed to by the Parties, which shall be

either Nasdaq or NYSE.

“Lock

Box Period” shall mean the period from and including the date of this Agreement to and including the Closing.

“Lock-Up

Agreements” has the meaning specified in the Recitals.

“Lookback

Date” means (a) with respect to Holdco and Merger Sub, April 7, 2026 and (b) with respect to the Company, May 21,

2024.

“Lost

Certificate Affidavit” has the meaning specified in ‎Section 1.08(e) of this Agreement.

“Merger”

has the meaning specified in the Recitals.

“Merger

Consideration” means the Holdco Ordinary Shares disbursed to the FERA Shareholders in connection with the Merger and in accordance

with the terms hereof.

“Merger

Effective Time” has the meaning specified in ‎Section 1.02(a) of this Agreement.

“Merger

Proposal” has the meaning specified in ‎Section 6.14(a)(i).

“Merger

Sub” has the meaning specified in the Preamble.

“Merger

Sub Joinder” shall mean that joinder to this Agreement in the form attached hereto as Exhibit H.

“Merger

Sub Joinder Date” shall mean the date that Merger Sub executes and delivers the Merger Sub Joinder Agreement to FERA.

“Merger

Sub Ordinary Shares” means the ordinary shares, par value $0.0001 per share, of Merger Sub.

“Merger

Sub Shareholder Approval” means the vote or unanimous written resolution of the shareholder of Merger Sub required to approve

the Merger and Plan of Merger, as determined in accordance with the Organizational Documents of Merger Sub and the Cayman Companies Act.

“Merger/Exchange”

has the meaning specified in the Recitals.

“Metal

Stockpile” means, collectively, the Company’s metal stockpile, including (i) 47,000 kilograms of ultrafine copper powder,

purity 99.9999%; (ii) 10,004,753 meters of nickel wire, purity 99.98%; (iii) 5,000 grams of lutetium oxide, purity 99.9962%; (iv) 10,000

grams of thulium oxide, purity 99.9976%; (v) 100,000 grams of holmium oxide, purity 99.9979%; (vi) 30,000 grams of scandium oxide, purity

99.8938%; and (vii) 600,000 grams of niobium oxide, purity 99.9853%.

“Min

Stockpile Sales” has the meaning specified in ‎‎Section 6.02(b) of this Agreement.

“Nasdaq”

means the Nasdaq Stock Market.

“NYSE”

means the New York Stock Exchange.

“OFAC”

means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Off-the-Shelf

Software” means any commercially-available, products, services or Software that is licensed to any of the members of the Company

Group on a non-exclusive basis under standard terms and conditions, including similar SaaS licenses, for an annual license fee of less

than $50,000.

“Open

Source Software” means any Software that contains, or is derived in any manner (in whole or in part) from any Software distributed

(a) as “free software”, (b) as “open source software” or pursuant to any license identified as an “open

source license” by the Open Source Initiative (www.opensource.org/licenses) or other license that substantially conforms

to the Open Source Definition (opensource.org/osd), or (c) under a license that requires that any software be: (i) made available

or distributed in source code form; (ii) licensed for the purpose of making derivative works; (iii) license under terms that

allow reverse engineering, reverse assembly or disassembly of any kind; or (iv) redistributable at no charge.

“Order”

means any order, decree, ruling, judgment, injunction, writ, determination, binding decision, verdict or award that is or has been made,

entered, rendered, or otherwise put into effect by or under the authority of any Governmental Authority.

“Organizational

Documents” with respect to any Person that is an entity means its certificate of incorporation or formation, bylaws, operating

agreement, memorandum and articles of association or similar organizational documents, in each case, as amended.

“Outside

Date” has the meaning specified in ‎Section 8.01(c) of this Agreement.

“Owned

Company Intellectual Property” means Intellectual Property owned by the Company Group.

“Party(ies)”

has the meaning specified in the Preamble.

“PCAOB”

means the U.S. Public Company Accounting Oversight Board (or any successor).

“Permits”

means all supranational, federal, state, local or foreign or other third-party permits, grants, easements, consents, approvals, authorizations,

exemptions, licenses, franchises, concessions, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications,

designations, ratings, registrations, qualifications or orders of any Governmental Authority or any other Person.

“Permitted

Liens” means: (a) Liens for Taxes or assessments and similar governmental charges or levies, which either are: (i) not

yet due and payable; or (ii) being contested in good faith and by appropriate proceedings, and adequate reserves have been established

with respect to such Liens for Taxes or assessments and similar charges or levies in accordance with GAAP or IFRS, whichever applicable;

(b) other Liens for labor, materials or supplies imposed by operation of Law arising in the ordinary course of business for amounts

which are not due and payable and for which adequate reserves have been established with respect to such Liens for labor, materials or

supplies imposed by operation of Law in accordance with GAAP or IFRS, as applicable; (c) Liens on goods in transit incurred pursuant

to documentary letters of credit, in each case arising in the ordinary course of business, (d) Liens arising under this Agreement

or any Ancillary Document, (e) Liens imposed under the Organizational Documents of a legal entity, or (f) Liens imposed under

securities Laws.

“Person”

means an individual (including current and former employees), corporation, company, partnership (including a general partnership, limited

partnership, exempted limited partnership or limited liability partnership), limited liability company, association, trust, foundation

or other entity or organization, including a government, domestic or foreign, or political subdivision of any government, or an agency

or instrumentality of any government.

“Personal

Property” means any machinery, equipment, tool, vehicle, furniture, leasehold improvement, office equipment, plant, part and

other tangible personal property but excluding the Metal Stockpile.

“Placement

Agent” means Cantor Fitzgerald & Co..

“Plan

of Merger” has the meaning specified in ‎Section 1.02(a) of this Agreement.

“Post-Closing

Holdco Board” has the meaning specified in ‎Section 1.10 of this Agreement.

“Pre-Closing

Tax Period” means any taxable period ending on or before the Closing Date, and with respect to any Straddle Period, the portion

of such taxable period ending on and including the Closing Date.

“Proposals”

has the meaning specified in ‎Section 6.14(a)(i) of this Agreement.

“Proxy

Statement” has the meaning specified in ‎Section 6.14(a)(i) of this Agreement.

“Proxy

Statement/Registration Statement” has the meaning specified in ‎Section 6.14(a)(i) of this Agreement.

“Purchased

Shares” has the meaning specified in ‎Section 2.01 of this Agreement.

“Redemption”

has the meaning specified in ‎Section 6.14(a)(iii) of this Agreement.

“Redemption

Shares” has the meaning specified in ‎Section 1.05(d) of this Agreement.

“Registration

Rights Agreement” has the meaning specified in the Recitals.

“Registration

Statement” has the meaning specified in ‎Section 6.14(a)(i) of this Agreement.

“Related

Person” means any officer, director, manager, employee, trustee, beneficiary or Affiliate of the Company or any of its Affiliates

and any immediate family member of any of the foregoing.

“Released

Claims” has the meaning specified in ‎Section 9.14 of this Agreement.

“Representatives”

as to any Person means such Person’s Affiliates and such Person’s and such Person’s Affiliates respective partners,

members, managers, directors, officers, employees, independent contractors, settlors, founders, trustees, protectors or beneficiaries,

consultants, advisors (including financial advisors, counsel and accountants), agents and other legal representatives (in each case,

whether past, current, contingent or future).

“Required

Antitrust Filings” has the meaning specified in ‎Section 6.10(a) of this Agreement.

“Required

Other Filings” has the meaning specified in ‎Section 6.10(b) of this Agreement.

“Rights

in the Metal Stockpile” means any legal or beneficial ownership of, title to, Lien against, possession of or economic or other

interest in the Metal Stockpile, in each case, whether direct or indirect, current, future or contingent.

“Sanctioned

Country” means any country or territory (a) that is the target of comprehensive Sanctions Laws (currently, Cuba, Iran, North

Korea, the Crimea, and the so-called Donetsk People’s Republic and so-called Luhansk People’s Republic of Ukraine); (b) whose

government is the target of Sanctions Laws (including currently Venezuela); and (c) that is otherwise the target of broad Sanctions Laws

(including currently Russia, Belarus and Afghanistan).

“Sanctioned

Person” means (i) any Person that is the target of sanctions or restrictions under Sanctions Laws or Ex-Im Laws, including

any Person listed on a Sanctions Laws related list or Ex-Im Laws-related list; (ii) a Person located in, national of, resident in,

or organized under the jurisdiction of, or operating or doing business in, a Sanctioned Country (other than Belarus and Russia); and

(iii) a Person acting for, at the direction of or on behalf of, or a Person that is 50% or more owned or controlled (as such terms are

defined under Sanctions Laws), directly or indirectly, individually or in the aggregate, by any of the Persons listed in clauses (i)

or (ii).

“Sanctions

Laws” means all Laws, embargoes or other restrictive measures relating to economic, financial or trade sanctions administered

or enforced by the United States (including by OFAC, the U.S. Department of State, and the U.S. Department of Commerce), the United Nations

Security Council, the European Union, any EU Member State thereof, the United Kingdom, the Cayman Islands, and Switzerland.

“Sarbanes-Oxley

Act” means the Sarbanes-Oxley Act of 2002, as amended.

“SEC”

means the U.S. Securities and Exchange Commission (or any successor Governmental Authority).

“SEC

Supplemental Proposal” has the meaning specified in ‎Section 6.14(a)(i) of this Agreement.

“Securities

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

“Share

Exchange Agreements” means the agreements in the form attached as Exhibit B hereto.

“Signing

Date” has the meaning specified in the Preamble.

“Signing

Filing” has the meaning specified in ‎Section 6.16(b) of this Agreement.

“Signing

Press Release” has the meaning specified in ‎Section 6.16(b) of this Agreement.

“Software”

means any and all (a) computer programs and applications, architectures, libraries, firmware and middleware, including any and all

software implementations of algorithms, analytics, models and methodologies, whether in source code or object code, (b) all programmer

and user documentation, including developer notes, annotations, user manuals and training materials, relating to any of the foregoing;

and (c) all enhancements, versions, releases and updates thereto.

“Sponsor”

means Fifth Era Acquisition Sponsor I LLC, a Delaware limited liability company.

“Sponsor

Held Private Placement Units” means the FERA Private Placement Units purchased by the Sponsor from FERA pursuant to the Sponsor

Private Placement Units Agreement.

“Sponsor

Private Placement Units Agreement” means that certain Private Placement Units Purchase Agreement, dated February 27, 2025,

by and between the Company and the Sponsor.

“Sponsor

Support Agreement” means the Sponsor Support Agreement, dated as of the Signing Date (as it may be amended or supplemented

from time to time), by and between the Sponsor, the Company, FERA and the other parties to such agreement.

“Straddle

Period” means any taxable period that begins on or before and ends after the Closing Date.

“Subsidiary”

with respect to any Person means any corporation, partnership, association or other business entity of which (i) if a corporation,

a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the

election of directors, managers or trustees of such corporation is at the time owned or controlled, directly or indirectly, by that Person

or one or more of the other Subsidiaries of that Person or a combination of such Person or one or more of the other Subsidiaries of such

Person, or (ii) if a partnership, association or other business entity, a majority of the partnership or other similar ownership

interests of such partnership is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of

that Person or a combination of such Person or one or more of the other Subsidiaries of that Person. A Person or Persons will be deemed

to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons will be allocated

a majority of partnership, association or other business entity gains or losses or will be or control the managing director, managing

member, general partner or other managing Person of such partnership, association or other business entity. A Subsidiary of a Person

will also include any variable interest entity which is consolidated with such Person under applicable accounting rules.

“Surviving

Company” has the meaning specified in ‎Section 1.01 of this Agreement.

“Tax

Authority” means any Governmental Authority responsible for the collection or administration of Taxes or Tax Returns.

“Tax

Proceeding” means any audit, examination, claim or other Legal Proceeding with respect to Tax matters.

“Tax

Return” means any return, form, declaration, election, disclosure, report, claim for refund, information return or other document

(including any related or supporting schedule, statement or information) filed or required to be filed in connection with the determination,

assessment or collection of any Taxes or the administration of any Laws or administrative requirements relating to any Taxes.

“Taxes”

means any and all 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, import or export duties or other taxes, fees, assessments or charges in the nature of a tax,

together with any interest and any penalties, additions to tax or additional amounts with respect to such tax imposed by a Governmental

Authority.

“Testing

Documentation” has the meaning specified in ‎Section 4.16(b)(iii) of this Agreement.

“Trade

Secrets” means any trade secrets, know-how, discoveries, generative artificial intelligence tools, outputs, and algorithms,

analytics, formulas, customer lists, supplier lists, pricing policies, operational methods, marketing plans or strategies, technical

processes, financial statements, financial projections, budgets, sales data, personnel records, information that derives economic value

from not being generally known, and any other information that would constitute a trade secret as defined in the Uniform Trade Secrets

Act and under corresponding foreign statutory law and common law, and all notes, analyses, summaries and other prepared materials containing

or based on the foregoing.

“Transaction

Proposal” has the meaning specified in ‎Section 6.14(a)(i) of this Agreement.

“Transactions”

means the transactions contemplated by this Agreement and the Ancillary Documents, including the Merger/Exchange.

“Transfer”

means any actual or purported act or transaction, whether by Contract, operation of merger, change of control, Law or otherwise, and

whether current, future or contingent, the purpose, intent, or effect of which is to sell, assign, pledge, encumber (including by way

of securitization), dispose, create, surrender, release, convey, transfer, or alter, directly or indirectly, any right, remedy, power,

privilege, or interest with respect to any property or asset; including the making, execution, or delivery of any assignment, power,

conveyance, check, declaration, deed, deed of trust, power of attorney, power of appointment, bill of sale, mortgage, receipt, agreement,

contract, certificate, gift, sale, affidavit, or statement; the making of any payment; the setting off of any obligation or credit; the

appointment of any member, director, officer, manager, settlor, founder, trustee, protector, nominee, custodian, agent, legal representative,

fiduciary or beneficiary, or Person fulfilling similar functions; the creation or transfer of any Lien; the issuance, docketing, filing,

or levy of or under any judgment, decree, attachment, injunction, execution, or other judicial or administrative process or order, or

the service of any garnishment; the acquisition or disposition of any interest of any nature whatsoever; the fulfillment of any condition;

the exercise of any power of appointment, power of attorney, or other power; or the acquisition, disposition, transportation, importation,

exportation, or withdrawal of any security.

“Transfer

Taxes” has the meaning specified in ‎Section 6.12(a) of this Agreement.

“Transmittal

Documents” has the meaning specified in ‎Section 1.08(b) of this Agreement.

“Treasury

Regulations” means the regulations (including temporary regulations) promulgated by the U.S. Department of the Treasury pursuant

to and in respect of provisions of the Code. All references in this Agreement to sections of the Treasury Regulations shall include any

corresponding provisions or provisions of succeeding, similar or substitute, temporary or final Treasury Regulations.

“Trust

Account” means the trust account maintained by Trustee pursuant to the Trust Agreement.

“Trust

Agreement” means the Investment Management Trust Agreement, dated as of February 27, 2025, between FERA and Trustee.

“Trustee”

means Continental Stock Transfer & Trust Company.

“Unit

Separation” has the meaning specified in ‎Section 1.05(a) of this Agreement.

“Willful

Breach” means a material breach that is a consequence of an act or omission knowingly undertaken or knowingly omitted by the

breaching party with the actual knowledge that such act or omission would cause a material breach of this Agreement.

“Working

Capital Loans” means all loans made to FERA related to ongoing expenses reasonably related to the business of FERA and the

consummation of a Business Combination.

“Written

Objection” has the meaning specified in ‎Section 1.07(d) of this Agreement.

“Zurich

Airport” has the meaning specified in ‎Section 4.16(b) of this Agreement.

[Remainder

of page intentionally left blank]

WITNESS WHEREOF, each of the Parties has caused this Business Combination Agreement to be duly executed on its behalf as of the day

and year first above written.

FERA:

FIFTH ERA ACQUISITION CORP. I

By:

/s/ Mitchell Mechigian

Name:

Mitchell Mechigian

Title:

Chief Executive Officer

COMPANY:

SMT HOLDINGS LIMITED

By:

/s/ Diarmuid Clohessy

Name:

Diarmuid Clohessy

Title:

Director

[Signature Page to Business

Combination Agreement]

Exhibit

Sponsor Support Agreement

(See

attached.)

A-1

Exhibit

Form of Share Exchange Agreement

(See

attached.)

B-1

Exhibit

Lock-Up Agreements

(See

attached.)

C-1

Exhibit

Registration Rights Agreement

(See

attached.)

D-1

Exhibit

Form of Plan of Merger

(See

attached.)

Dated ______________________2026

(1) FIFTH ERA ACQUISITION

CORP. I

(2) PENNY MERGER SUB,

INC.

(3) MIOTAL SPAC HOLDCO,

INC.

PLAN OF MERGER

Appleby (Cayman) Ltd.

9th Floor, 60 Nexus Way

Camana Bay, Grand Cayman

PO Box 190, KY1-1104

Cayman Islands

456527.0009/DB/JA

CONTENTS

Clause

Page

Plan of Merger

Termination and Amendment

Notices

Counterparts

Governing Law

SIGNATORIES

E-i

THIS

PLAN OF MERGER is dated _________________2026

PARTIES

(1) Fifth

Era Acquisition Corp. I, a Cayman Islands exempted company whose registered office is

at the offices of Maples Corporate Services Limited of PO Box 309, Ugland House, Grand Cayman,

KY1-1104, Cayman Islands (the Surviving Company);

(2) PENNY

Merger Sub, Inc., a Cayman Islands exempted company whose registered office is at the

offices of Appleby Global Services (Cayman) Limited, Suite 210, 2nd Floor, Windward III,

Regatta Office Park, PO Box 500, Grand Cayman KY1-1106, Cayman Islands (the Merging Company);

and

(3) Miotal

SPAC HoldCo, Inc., a Cayman Islands exempted company whose registered office is at the

offices of Appleby Global Services (Cayman) Limited, Suite 210, 2nd Floor, Windward III,

Regatta Office Park, PO Box 500, Grand Cayman KY1-1106, Cayman Islands (Holdco).

BACKGROUND

(A) Whereas

the Merging Company is a Cayman Islands exempted company and is entering into this Plan of

Merger pursuant to the provisions of Part 16 of the Companies Act (As Revised) (the Statute).

(B) Whereas

the Surviving Company is a Cayman Islands exempted company and is entering into this Plan

of Merger pursuant to the provisions of Part 16 of the Statute.

the directors of the Merging Company and the directors of the Surviving Company deem it desirable

and in the commercial interests of the Merging Company and the Surviving Company, respectively,

that the Merging Company be merged with and into the Surviving Company and that the undertaking,

property and liabilities of the Merging Company vest in the Surviving Company (the Merger).

(D) Terms

not otherwise defined in this Plan of Merger shall have the meanings given to them under

the Business Combination Agreement dated as of [●] April 2026 and made between, amongst

others, the Surviving Company, the Merging Company and Holdco (as such agreement may be amended

and modified, the Business Combination Agreement), a copy of which is annexed at Annexure

1 hereto and forms part of this Plan of Merger.

AGREED

TERMS

1. Plan

of Merger

1.1 The

constituent companies (as defined in the Statute) to this Merger are the Surviving Company

and the Merging Company.

1.2 The

surviving company (as defined in the Statute) is the Surviving Company.

E-1

1.3 The

registered office of the Merging Company is c/o Appleby Global Services (Cayman) Limited

of Suite 210, 2nd Floor, Windward III, Regatta Office Park, PO Box 500, Grand Cayman KY1-1106,

Cayman Islands and the registered office of the Surviving Company is c/o Maples Corporate

Services Limited of PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

1.4 Immediately

prior to the Effective Date (as defined below), the share capital of the Merging Company

will be US$50,000 divided into 500,000,000 ordinary shares of a par value of US$0.0001 each.

1.5 Immediately

prior to the Effective Date (as defined below), the share capital of the Surviving Company

will be US$55,500 divided into 500,000,000 Class A ordinary shares of a par value of US$0.0001

each, 50,000,000 Class B ordinary shares of a par value of US$0.0001 each and 5,000,000 preference

shares of a par value of US$0.0001 each.

1.6 The

Merger shall be effective on the date and at the time that this Plan of Merger is registered

by the Registrar of Companies (the Registrar) in accordance with section 233(13) of

the Statute unless, with the agreement of Holdco, the constituent companies shall deliver

a notice to the Registrar signed by a director of each of the constituent companies specifying

a later date and time in accordance with Section 234 of the Statute, in which case the Merger

shall be effective on the date and at the time specified in such notice to the Registrar

(the Effective Date).

1.7 The

terms and conditions of the Merger, including the manner and basis of converting shares in

each constituent company into shares in the Surviving Company or other property as provided

in Section 233(5) of the Statute, are set out in the Business Combination Agreement in the

form annexed at Annexure 1 hereto. Holdco undertakes and agrees (it being acknowledged that

Holdco will be the sole shareholder of the Surviving Company following the effectiveness

of the Merger) in consideration of the Merger to issue the Holdco Ordinary Shares (as defined

in the Business Combination Agreement) in accordance with the terms of the Business Combination

Agreement.

1.8 The

rights and restrictions attaching to the shares in the Surviving Company are set out in the

Amended and Restated Memorandum and Articles of Association of the Surviving Company in the

form annexed at Annexure 2 hereto.

1.9 The

Amended and Restated Memorandum and Articles of Association of the Surviving Company immediately

prior to the Merger shall be its memorandum and articles of association after the Merger

and the authorised share capital of the Surviving Company shall be as set out therein.

1.10 There

are no amounts or benefits which are or shall be paid or payable to any director of either

constituent company or the Surviving Company consequent upon the Merger.

1.11 The

Merging Company has granted no fixed or floating security interests that are outstanding

as at the date of this Plan of Merger.

E-2

1.12 The

Surviving Company has granted no fixed or floating security interests that are outstanding

as at the date of this Plan of Merger.

1.13 The

names and addresses of each director of the surviving company (as defined in the Statute)

are:

(a) [Name]

of [Address];

(b) [Name]

of [Address];

of [Address].

1.14 This

Plan of Merger has been approved by the board of directors of each of the Merging Company

and the Surviving Company pursuant to section 233(3) of the Statute.

1.15 This

Plan of Merger has been authorised by the sole shareholder of the Merging Company pursuant

to section 233(6) of the Statute by way of written shareholder resolution of the Merging

Company. This Plan of Merger has been authorised by the shareholders of the Surviving Company

pursuant to section 233(6) of the Statute by way of resolutions passed at an extraordinary

general meeting of the Surviving Company.

2. Termination

and Amendment

2.1 At

any time prior to the Effective Date, this Plan of Merger may be:

(a) terminated

by the board of directors of either the Merging Company or the Surviving Company, provided

that such termination is in accordance with section 8.01 of the Business Combination Agreement;

(b) amended

by the board of directors of both the Surviving Company and the Merging Company to:

(i) change

the Effective Date provided that such changed date shall not be a date later than the ninetieth

day after the date of registration of this Plan of Merger with the Registrar of Companies;

and

(ii) effect

any other changes to this Plan of Merger which the directors of both the Merging Company

and the Surviving Company deem advisable, provided that such changes do not materially adversely

affect any rights of the shareholders of the Merging Company or the Surviving Company, as

determined by the directors of both the Merging Company and the Surviving Company, respectively.

E-3

3. Notices

3.1 All

notices and other communications between the parties in connection with this Plan of Merger

must be in writing and shall be given in accordance with section 9.02 of the Business Combination

Agreement.

4. Counterparts

4.1 This

Plan of Merger may be executed in any number of counterparts, each of which when executed

shall constitute a duplicate original, but all counterparts shall together constitute the

one agreement.

5. Governing

Law

5.1 This

Plan of Merger shall be governed by and construed in accordance with the laws of the Cayman

Islands.

WITNESS WHEREOF the parties have duly executed this Plan of Merger on the date stated at the beginning of it.

[Remainder

of page intentionally left blank]

E-4

SIGNATORIES

SIGNED for and on behalf of FIFTH ERA

ACQUISITION CORP. I

)

By:

Name:

Position:

Director

SIGNED

for and on behalf of PENNY

MERGER SUB, INC.

)

By:

Name:

Position:

Director

SIGNED

for and on behalf of MIOTAL

SPAC HOLDCO, INC.

)

By:

Name:

Position:

Director

E-5

Annexure

Business

Combination Agreement

[Attached]

E-6

Annexure

Memorandum

and Articles of Association of the Surviving Company

[Attached]

E-7

Exhibit

Testing

Standard

1. Testing

Standard and Methodology. Any Independent Metal Testing shall be conducted by a mutually

agreed independent third-party laboratory using industry-standard elemental analysis method

ICP-OES, and in accordance with the testing protocol designated TU24.44 21-002-75815004-2022

(as applied in the most recent testing conducted by IGAS) or a similar protocol to be mutually

agreed.

2. Benchmark

Results. The benchmark results for purposes of the Independent Metal Testing are as follows:

The Company’s metal stockpile includes (i) 47,000 kilograms of ultrafine copper powder,

purity 99.9999%; (ii) 10,004,753 meters of nickel wire, purity 99.98%; (iii) 5,000 grams

of lutetium oxide, purity 99.9962%; (iv) 10,000 grams of thulium oxide, purity 99.9976%;

(v) 100,000 grams of holmium oxide, purity 99.9979%; (vi) 30,000 grams of scandium oxide,

purity 99.8938%; and (vii) 600,000 grams of niobium oxide, purity 99.9853%.

F-1

Exhibit

Form

of Holdco Joinder

(See

attached.)

G-1

HOLDCO

JOINDER

This

joinder is made and entered into as of April 8, 2026 (this “Joinder”), by and between Fifth Era Acquisition Corp I,

a Cayman Islands exempted company (“FERA”) and Miotal SPAC HoldCo, Inc., a Cayman Islands exempted company (“Holdco”).

Reference is made to that certain Business Combination Agreement (the “Business Combination Agreement”), dated as

of April 7, 2026, entered into by and among Holdco, solely when Holdco executes and delivers this Joinder to FERA, PENNY Merger Sub,

Inc., a Cayman Islands exempted company (“Merger Sub”), solely when Merger Sub executes and delivers its separate

joinder to FERA, SMT Holdings Limited, an Abu Dhabi Global Market Private Company Limited by Shares (the “Company”)

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

Agreement.

WHEREAS,

Holdco was formed on April 8, 2026 for the purpose of consummating the Transactions, including acting as the publicly traded company

for the Company and FERA after the Closing;

WHEREAS,

Holdco desires to execute and deliver this Joinder to FERA pursuant to which Holdco shall become party to the Business Combination Agreement;

and

NOW,

THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the parties to this Joinder hereby agrees as follows:

Agreement to be Bound. Holdco hereby agrees that upon execution and delivery of this Joinder to FERA, it shall become a party

to the Business Combination Agreement and shall be fully bound by, and subject to, all of the covenants, terms, representations, warranties,

rights, obligations and conditions of the Business Combination Agreement as though an original party thereto.

Representations. Holdco has received and carefully reviewed the Business Combination Agreement, and the schedules, exhibits, and

annexes thereto and the documents contemplated thereby, is familiar with the transactions contemplated hereby and thereby, and fully

understands the terms and conditions set forth herein and in the Business Combination Agreement. Holdco has consulted with, or had the

opportunity to consult with, independent advisors and counsel regarding such holder’s rights and obligations under this Joinder

and the Business Combination Agreement and intends for such terms to be binding upon and enforceable against Holdco. Holdco represents

and warrants to FERA and the Company that:

a. Holdco

has all requisite capacity, power, and authority to execute and deliver this Joinder and

to perform its respective obligations hereunder;

b. the

execution, delivery, and performance of this Joinder by Holdco has been duly authorized by

all necessary action of such party, if any, and no other action or other applicable proceeding

on the part of Holdco is necessary to authorize this Joinder;

G-2

c. this

Joinder has been duly and validly executed and, assuming the due authorization, execution,

and delivery of this Joinder by each other party hereto, constitutes a legal, valid, and

binding obligation of Holdco, enforceable against Holdco in accordance with its terms, except

as the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium,

and other similar Laws now or hereafter in effect relating to or limiting creditors’

rights generally and general principles of equity relating to the availability of specific

performance and injunctive and other forms of equitable relief; and

d. the

execution, delivery, and performance of this Joinder by Holdco will not (with or without

the passage of time or the giving of notice, or both): (i) if Holdco is not a natural person,

contravene, conflict with, or result in a violation or breach of the organizational documents

of each respective party; (ii) contravene, conflict with, or result in a violation or breach

of any contract to which Holdco is a party or by which each is bound; or (iii) violate any

law or any judgment, decree, order, regulation, or rule of any court or other Governmental

Body applicable to Holdco or their respective properties or assets.

Successors and Assigns. This Joinder shall be binding upon, enforceable by and inure to the benefit of Holdco, FERA and the other

parties to the Business Combination Agreement and their respective successors and assigns.

Entire Agreement. This Joinder, together with the Business Combination Agreement and the documents or instruments referred to

therein (including any exhibits and schedules attached thereto), together with the Ancillary Documents, represents the entire agreement

between Holdco and the other parties to the Business Combination Agreement with respect to the subject matter hereof.

Counterparts. This Joinder may be executed in separate counterparts, each of which shall be an original and all of which taken

together shall constitute one and the same agreement. This Joinder may be executed and delivered by facsimile or electronic transmission.

Headings. The headings contained in this Joinder are for convenience of reference only and shall not be deemed to alter or affect

any provision hereof.

7. Miscellaneous.

Sections 9.02, 9.04, 9.05, 9.06, 9.07, 9.08, 9.09, 9.12, and 9.14 of the Business Combination Agreement shall apply, mutatis

mutandis, to this Joinder.

[Signature

page follows]

G-3

WITNESS WHEREOF, the parties hereto have caused this Joinder to be effective as of the date first written above.

HOLDCO:

MIOTAL SPAC HOLDCO, INC.

By:

Name:

Diarmuid Clohessy

Title:

Director

FERA:

FIFTH ERA ACQUISITION CORP. I

By:

Name:

Mitchell Mechigian

Title:

Chief Executive Officer

G-4

Exhibit

Form

of Merger Sub Joinder

(See

attached.)

H-1

MERGER

SUB JOINDER

This

joinder is made and entered into as of April 8, 2026 (this “Joinder”), by and between Fifth Era Acquisition Corp I,

a Cayman Islands exempted company (“FERA”) and PENNY Merger Sub, Inc., a Cayman Islands exempted company (“Merger

Sub”). Reference is made to that certain Business Combination Agreement (the “Business Combination Agreement”),

dated as of April 7, 2026, entered into by and among Miotal SPAC HoldCo, Inc., a Cayman Islands exempted company (“Holdco”),

solely when Holdco executes and delivers its separate joinder to FERA, Merger Sub, solely when Merger Sub executes and delivers this

Joinder to FERA, SMT Holdings Limited, an Abu Dhabi Global Market Private Company Limited by Shares (the “Company”)

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

Agreement.

WHEREAS,

Merger Sub was formed on April 8, 2026 for the purpose of consummating the Transactions, including the Merger;

WHEREAS,

Merger Sub desires to execute and deliver this Joinder to FERA pursuant to which Merger Sub shall become party to the Business Combination

Agreement; and

NOW,

THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the parties to this Joinder hereby agrees as follows:

Agreement to be Bound. Merger Sub hereby agrees that upon execution and delivery of this Joinder to FERA, it shall become a party

to the Business Combination Agreement and shall be fully bound by, and subject to, all of the covenants, terms, representations, warranties,

rights, obligations and conditions of the Business Combination Agreement as though an original party thereto.

Representations. Holdco has received and carefully reviewed the Business Combination Agreement, and the schedules, exhibits, and

annexes thereto and the documents contemplated thereby, is familiar with the transactions contemplated hereby and thereby, and fully

understands the terms and conditions set forth herein and in the Business Combination Agreement. Holdco has consulted with, or had the

opportunity to consult with, independent advisors and counsel regarding such holder’s rights and obligations under this Joinder

and the Business Combination Agreement and intends for such terms to be binding upon and enforceable against Holdco. Holdco represents

and warrants to FERA and the Company that:

a. Holdco

has all requisite capacity, power, and authority to execute and deliver this Joinder and

to perform its respective obligations hereunder;

b. the

execution, delivery, and performance of this Joinder by Holdco has been duly authorized by

all necessary action of such party, if any, and no other action or other applicable proceeding

on the part of Holdco is necessary to authorize this Joinder;

H-2

c. this

Joinder has been duly and validly executed and, assuming the due authorization, execution,

and delivery of this Joinder by each other party hereto, constitutes a legal, valid, and

binding obligation of Holdco, enforceable against Holdco in accordance with its terms, except

as the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium,

and other similar Laws now or hereafter in effect relating to or limiting creditors’

rights generally and general principles of equity relating to the availability of specific

performance and injunctive and other forms of equitable relief; and

d. the

execution, delivery, and performance of this Joinder by Holdco will not (with or without

the passage of time or the giving of notice, or both): (i) if Holdco is not a natural person,

contravene, conflict with, or result in a violation or breach of the organizational documents

of each respective party; (ii) contravene, conflict with, or result in a violation or breach

of any contract to which Holdco is a party or by which each is bound; or (iii) violate any

law or any judgment, decree, order, regulation, or rule of any court or other Governmental

Body applicable to Holdco or their respective properties or assets.

Successors and Assigns. This Joinder shall be binding upon, enforceable by and inure to the benefit of Merger Sub, FERA and the

other parties to the Business Combination Agreement and their respective successors and assigns.

Entire Agreement. This Joinder, together with the Business Combination Agreement and the documents or instruments referred to

therein (including any exhibits and schedules attached thereto), together with the Ancillary Documents, represents the entire agreement

between Merger Sub and the other parties to the Business Combination Agreement with respect to the subject matter hereof.

Counterparts. This Joinder may be executed in separate counterparts, each of which shall be an original and all of which taken

together shall constitute one and the same agreement. This Joinder may be executed and delivered by facsimile or electronic transmission.

Headings. The headings contained in this Joinder are for convenience of reference only and shall not be deemed to alter or affect

any provision hereof.

7. Miscellaneous.

Sections 9.02, 9.04, 9.05, 9.06, 9.07, 9.08, 9.09, 9.12, and 9.14 of the Business Combination Agreement shall apply, mutatis

mutandis, to this Joinder.

[Signature

page follows]

H-3

WITNESS WHEREOF, the parties hereto have caused this Joinder to be effective as of the date first written above.

MERGER SUB:

PENNY MERGER SUB, INC.

By:

Name:

Diarmuid Clohessy

Title:

Director

FERA:

FIFTH ERA ACQUISITION CORP. I

By:

Name:

Mitchell Mechigian

Title:

Chief Executive Officer

H-4

EX-10.1 — SPONSOR SUPPORT AGREEMENT, DATED AS OF APRIL 7, 2026, BY AND AMONG FIFTH ERA ACQUISITION CORP I, FIFTH ERA ACQUISITION SPONSOR I LLC, AND SMT HOLDINGS LIMITED

EX-10.1

Filename: ea028557701ex10-1.htm · Sequence: 3

Exhibit 10.1

Execution Version

SPONSOR SUPPORT AGREEMENT

This Sponsor Support

Agreement (this “Sponsor Agreement”) is dated as of April 7, 2026, by and among Fifth Era Acquisition Sponsor

I LLC, a Delaware limited liability company, (the “Sponsor”), Fifth Era Acquisition Corp I, an exempted company

incorporated in the Cayman Islands with limited liability (“FERA”), and SMT Holdings Limited, an Abu Dhabi Global

Market Private Company Limited by Shares (the “Company”). Capitalized terms used but not defined herein shall

have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

RECITALS

WHEREAS, as of the

date hereof, Sponsor is the holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange

Act) of certain Class A ordinary shares of FERA, par value $0.0001 per share (the “FERA Class A Ordinary Shares”)

and certain Class B ordinary shares of FERA, par value $0.0001 per share (the “FERA Class B Ordinary Shares,”

together, with the FERA Class A Ordinary Shares, the “FERA Ordinary Shares”), in each case, as set forth on

Schedule I attached hereto (all such securities, together with any shares of FERA’s capital stock or other Equity Securities

of which ownership of record or the power to vote (including, without limitation, by proxy or power of attorney) is hereafter acquired

by Sponsor during the period from the date hereof through the earlier of the Effective Time or the termination of the Business Combination

Agreement in accordance with Section 8 thereto (the “Expiration Date”) are referred to herein as the “Subject

Securities”);

WHEREAS, contemporaneously

with the execution and delivery of this Sponsor Agreement, Miotal SPAC HoldCo, Inc., a Cayman Islands exempted company (“Holdco”),

FERA, the Company, and PENNY Merger Sub, Inc., a Cayman Islands exempted company (“Merger Sub”), have entered

into a Business Combination Agreement (as amended, restated or otherwise modified from time to time, the “Business Combination

Agreement”), pursuant to which, among other transactions Merger Sub will be merged with and into FERA (the “Merger”),

as a result of which (i) FERA shall continue as the surviving entity and as a wholly owned direct subsidiary of Holdco, (ii) each right

to receive one-tenth (1/10th) of one FERA Class A Ordinary Share issued pursuant to a FERA Unit and FERA Private Placement

Unit outstanding immediately prior to the Merger will be converted into the right to receive one-tenth (1/10th) of one FERA

Class A Ordinary Share, and (iii) each FERA Class A Ordinary Share, and each FERA Class B Ordinary Share, issued and outstanding immediately

prior to the Merger Effective Time will be converted into the right to receive one ordinary share of Holdco, par value $0.0001 per share

(a “Holdco Ordinary Share”); and

WHEREAS, as an

inducement to Holdco, the Company, and Merger Sub to enter into the Business Combination Agreement and to consummate the transactions

contemplated therein, the parties hereto desire to agree to certain matters as set forth herein.

AGREEMENT

NOW, THEREFORE,

in consideration of the foregoing and the mutual agreements contained herein, and for other good and valid consideration, the sufficiency

of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows.

ARTICLE I

SPONSOR SUPPORT AGREEMENT; COVENANTS

Section 1.1 New

Shares. In the event that (a) any FERA Ordinary Shares or other Equity Securities of FERA are issued to Sponsor after the date

of this Sponsor Agreement pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange

of Subject Securities of, on or affecting the Subject Securities owned by Sponsor or otherwise, (b) Sponsor purchases or otherwise

acquires beneficial ownership of any FERA Ordinary Shares or other Equity Securities of FERA after the date of this Sponsor

Agreement, or (c) Sponsor acquires the right to vote or share in the voting of any FERA Ordinary Shares or other Equity Securities

of FERA after the date of this Sponsor Agreement (such FERA Ordinary Shares or other Equity Securities of FERA, collectively the

“New Securities”), then such New Securities acquired or purchased by Sponsor shall constitute Subject

Securities and be subject to the terms of this Sponsor Agreement to the same extent as if they constituted Subject Securities owned

by the Sponsor as of the date hereof.

Section 1.2 Deliverables.

(a) Concurrently

with the execution of this Sponsor Agreement, Sponsor shall deliver to the Company a duly executed copy of a Lock-Up Agreement in the

form attached as Exhibit C to the Business Combination Agreement.

(b) On

or prior to the Closing Date, Sponsor shall deliver to the Company a duly executed copy of the Registration Rights Agreement substantially

in the form attached as Exhibit D to the Business Combination Agreement.

Section 1.3 Sponsor Agreements.

(a) At

any meeting of the shareholders of FERA, however called, or at any adjournment or postponement thereof, or in any other circumstance in

which the vote, consent or other approval of the shareholders of FERA or the holder of FERA Rights is sought (including any action by

written resolution), Sponsor shall (x) appear at each such meeting or otherwise cause all of its Subject Securities entitled to vote,

and any other FERA Ordinary Shares or FERA Rights that Sponsor has the right to vote, to be counted as present thereat for purposes of

calculating a quorum and (y) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed

and delivered) covering, all of Sponsor’s Subject Securities, FERA Ordinary Shares or FERA Rights:

(i) in

favor of each of the Proposals and the FERA Shareholder Approval (or any sub-matter or actions in furtherance thereof);

(ii) in

favor of any proposal to adjourn or postpone the applicable meeting to a later date if and only if there are not sufficient votes for

the approval of the Proposals or the FERA Shareholder Approval (or any sub-matter or actions in furtherance thereof) and any other matters required to be approved as

set forth in the Proxy Statement/Registration Statement on the date on which such meeting is held; and

(iii) against

any proposal, action, transaction or agreement that would or would reasonably be expected to (A) delay, postpone, impede, frustrate, prevent

or nullify any provision of this Sponsor Agreement, the Business Combination Agreement, any other Ancillary Document, or the Transactions,

including the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement

of FERA under the Business Combination Agreement or any other Ancillary Document, (C) result in any of the conditions set forth in Article

6 of the Business Combination Agreement not being fulfilled, (D) amend the pre-closing FERA governing documents (other than any amendments

the sole effect of which would be to extend the Outside Date), including any change in any manner to the dividend policy or capitalization

of, including the voting rights of any class of capital stock of, FERA, (E) result in a business combination agreement or merger (other

than the Business Combination Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization,

dissolution, liquidation or winding up of or by, or other change to the corporate structure or business of, FERA or (F) result in a change

in the business, management or FERA Board (other than in connection with the Proposals or the FERA Shareholder Approval).

Sponsor hereby agrees not to commit or agree to take any action

inconsistent with the foregoing.

(b) Sponsor

shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated

as of February 27, 2025, by and among Sponsor, FERA and the other parties thereto (the “Letter Agreement”),

except to the extent the provisions thereof conflict with the terms of this Sponsor Agreement, the Business Combination Agreement or any

other Ancillary Document, in which case the terms of this Sponsor Agreement, the Business Combination Agreement or the Ancillary Document,

as applicable, shall supersede the terms of the Letter Agreement. For the avoidance of doubt, Sponsor waives and agrees not to exercise

any redemption rights with respect to any of the Subject Securities, and shall not transfer, redeem, elect to redeem or tender or submit

for redemption any Subject Securities, including pursuant to or in connection with the right of a holder of FERA Ordinary Shares to redeem

those shares (in connection with the Transactions or otherwise).

the period commencing on the date hereof and ending on the Expiration Date, without the prior written consent of the Company, Sponsor

shall not modify or amend any contract between or among Sponsor, anyone related by blood, marriage or adoption to the Sponsor or any Affiliate

of Sponsor (other than FERA or any of its subsidiaries), on the one hand, and FERA or any of FERA’s subsidiaries, other than as

contemplated by the Business Combination Agreement or any Ancillary Document.

(d) Sponsor

represents and warrants that any proxies or powers of attorney heretofore given in respect of the Subject Securities that may still be

in effect are not irrevocable, and such proxies or powers of attorney have been or are hereby revoked, other than the voting and other

arrangements under the Organizational Documents of FERA.

(e) Sponsor

hereby unconditionally and irrevocably grants to, and appoints, the Company and any individual designated in writing by the Company,

and each of them individually, as Sponsor’s proxy and attorney-in-fact (with full power of substitution), for and in the name,

place and stead of Sponsor, to vote the Subject Securities, or grant a written resolution or consent in respect of the Subject

Securities, in each case in a manner consistent with Section 1.3 of this Sponsor Agreement. Sponsor understands and acknowledges

that the Company is entering into the Business Combination Agreement in reliance upon Sponsor’s execution and delivery of this

Sponsor Agreement. Sponsor hereby affirms that the irrevocable proxy and power of attorney set forth in this Section 1.3(e) are

given in connection with the execution of the Business Combination Agreement and are given to secure the performance of the duties

of Sponsor under this Sponsor Agreement and that such irrevocable proxy and power of attorney are given to secure the performance of

the duties of Sponsor under this agreement. Sponsor hereby further affirms that the irrevocable proxy and power of attorney are

given to secure a proprietary interest and may under no circumstances be revoked. Sponsor hereby ratifies and confirms all that such

irrevocable proxy and power of attorney may lawfully do or cause to be done by virtue hereof. SUCH IRREVOCABLE PROXY AND POWER OF

ATTORNEY ARE EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF THE POWERS OF ATTORNEY ACT OF THE CAYMAN

ISLANDS. The proxy and power of attorney granted hereunder shall only terminate upon the termination of this Sponsor

Agreement.

Section 1.4 Further

Assurances. Sponsor shall take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary under

applicable Laws to consummate the Merger and the other transactions contemplated by the Business Combination Agreement on the terms and

subject to the conditions set forth therein and herein. Sponsor agrees to take any additional actions, if any, required or deemed to be

practical or necessary in order for Sponsor to provide an effective grant of proxy pursuant to the FERA governing documents (including

the execution and delivery of such proxies, and the delivery and lodgement of such proxies) in order to consummate the transactions contemplated

by this Sponsor Agreement.

Section 1.5 No Inconsistent

Agreement. Sponsor hereby represents and warrants that it has not entered into, and covenants and agrees it shall not enter into,

any Contract that would delay, postpone, impede, frustrate, prevent, nullify, restrict, limit or interfere with the performance of Sponsor’s

obligations hereunder or make any representation and warranty contained herein untrue. Prior to the Expiration Date, Sponsor shall not

liquidate or dissolve.

Section 1.6 FERA

Transaction Costs. In the event that on the Closing Date the amount of FERA Transaction Costs is greater than $15,000,000 (whether

payable before or after the Closing), Sponsor shall pay such excess amount in cash on or before the Closing Date (either directly to the

relevant payees or to Holdco for further distribution to the relevant payees) or elect to have the number of Holdco Ordinary Shares otherwise

distributable to Sponsor as Merger Consideration at the Effective Time reduced by such number of Holdco Ordinary Shares that represent

the value of such excess amount (based on a value of $10.00 per share) (“Sponsor Election”). Any Sponsor Election must be

made in written notice to the Company (electronic mail being sufficient) at least 24 hours prior to the Closing Date.

ARTICLE II

ADDITIONAL REPRESENTATIONS AND

WARRANTIES

Section 2.1 Representations and

Warranties of Sponsor. Sponsor represents and warrants as of the date hereof to FERA and the Company as follows.

(a) Organization;

Due Authorization. Sponsor is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation

or formation, and the execution, delivery and performance of this Sponsor Agreement and the consummation of the transactions contemplated

hereby are within Sponsor’s corporate powers and have been duly authorized by all necessary corporate actions on the part of Sponsor.

This Sponsor Agreement has been duly executed and delivered by Sponsor and, assuming due authorization, execution and delivery by the

other parties to this Sponsor Agreement, this Sponsor Agreement constitutes a legally valid and binding obligation of Sponsor, enforceable

against Sponsor in accordance with the terms hereof (subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general

application affecting the enforcement of creditors’ rights generally and subject to general principles of equity). If this Sponsor

Agreement is being executed in a representative or fiduciary capacity, the Person signing this Sponsor Agreement has full power and authority

to enter into this Sponsor Agreement on behalf of Sponsor.

(b) Governmental

Approvals; Consents. No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity

is required on the part of the Sponsor with respect to the Sponsor’s execution, delivery or performance of its covenants, agreements

or obligations under this Sponsor Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under

this Sponsor Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated

hereby, except for any filings with the SEC related to its ownership of Subject Securities or the Holdco Ordinary Shares following the

Closing or the other transactions contemplated by the Business Combination Agreement, this Sponsor Agreement or any other Ancillary Document

to which it is a party.

Sponsor is the record and beneficial owner (as defined in the Securities Act) of, and has good title to, all of the Subject

Securities listed across from Sponsor’s name on Schedule 1 hereto, and there exist no Liens or any other limitation or

restriction (including any restriction on the right to vote, sell or otherwise dispose of such Subject Securities (other than

transfer restrictions under the Securities Act)) affecting any such Subject Securities, other than Liens pursuant to (i) this

Sponsor Agreement, (ii) the pre-closing FERA governing documents, (iii) the Business Combination Agreement, (iv) the Letter

Agreement or (v) any applicable securities Laws. The Subject Securities are the only Equity Securities in FERA owned of record or

beneficially by Sponsor on the date of this Sponsor Agreement, and none of the Subject Securities held by Sponsor are subject to any

proxy, voting trust or other agreement or arrangement with respect to the voting of such Subject Securities, except as provided

hereunder and under the Letter Agreement, or any swap or other arrangement that transfers to another, in whole or in part, any of

the economic consequences of ownership of any Subject Securities. Sponsor has full voting power with respect to the Subject

Securities held by Sponsor. Other than the Subject Securities held by Sponsor, Sponsor does not hold or own any Equity Securities of

FERA, any rights to acquire (directly or indirectly) any Equity Securities of FERA or any securities convertible into, or that can

be exchanged for Equity Securities of FERA. The Subject Securities constitute all of the FERA Ordinary Shares, or securities

convertible into or that can be exchanged for FERA Ordinary Shares, beneficially owned by the Sponsor as of the date of this Sponsor

Agreement.

(d) No

Conflicts. The execution and delivery of this Sponsor Agreement by Sponsor does not, and the performance by Sponsor of its

obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Sponsor, (ii) require

any consent or approval that has not been given or other action that has not been taken by any Person (including under any contract

binding upon Sponsor or Sponsor’s Subject Securities), in each case, to the extent such consent, approval or other action

would be reasonably expected to prevent, enjoin or materially delay or impair the performance by Sponsor of its obligations under

this Sponsor Agreement or (iii) conflict with or violate any material contract to which Sponsor is party or Law.

(e) Litigation.

There are no Legal Proceedings pending against Sponsor, or to the knowledge of Sponsor threatened against Sponsor, before (or, in the

case of threatened Legal Proceedings, that would be before) any arbitrator or any Governmental Authority, except as has not and would

not, individually or in the aggregate, reasonably be expected to have or that would have a material adverse effect on Sponsor’s

ability to consummate the Transactions or perform its obligations under this Sponsor Agreement or the Business Combination Agreement.

There is no material Legal Proceeding that Sponsor has pending against any other Person. Sponsor is not subject to any material Orders

of any Governmental Authority, nor are any such Orders pending.

(f) Brokerage

Fees. Except as described on Section 5.15 of the FERA Disclosure Letter, no broker, finder, financial advisor, investment banker or

other Person is entitled to, nor will be entitled to, either directly or indirectly, any brokerage fee, finders’ fee or other similar

commission in connection with the transactions contemplated by the Business Combination Agreement or FERA’s initial public offering

based upon arrangements made by or on behalf of Sponsor or any of its Affiliates, for which FERA or any of its Affiliates may become liable.

(g) Information

Supplied. None of the information supplied or to be supplied by or on behalf of the Sponsor or its respective Affiliates and Representatives

expressly for inclusion or incorporation by reference in: (i) any current report on Form 8-K or periodic report on Form 10-Q or 10-K,

and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC)

with respect to the Transactions, (ii) the Proxy Statement/Registration Statement or (iii) the mailings or other distributions to FERA

Shareholders and prospective investors (including any actual or prospective investors in connection with any financing) with respect to

the consummation of the Transactions or in any amendment to any of documents identified in (i) through (iii), 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.

(h) Independent

Investigation. The Sponsor has conducted its own independent review and analysis of, and, based thereon, has formed an

independent judgment concerning, the business, assets, condition, operations and prospects of, the Company and the transactions

contemplated by this Sponsor Agreement, the Business Combination Agreement and the other applicable Ancillary Documents to which it

is or will be a party as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to

the execution, delivery and performance of this Sponsor Agreement or the other Ancillary Documents to which it is or will be a party

and the transactions contemplated hereby and thereby.

(i) No

Additional Representations or Warranties. In entering into this Sponsor Agreement and the other Ancillary Documents to which it is

or will be a party, the Sponsor has relied solely on its own investigation and analysis and the representations and warranties expressly

set forth in the Ancillary Documents to which it is or will be a party and no other representations or warranties of FERA, the Company

or any other Person, either express or implied, and the Sponsor, on its own behalf and on behalf of its Representatives, acknowledges,

represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Ancillary Documents to

which it is or will be a party, none of FERA, the Company nor any other Person makes or has made any representation or warranty, either

express or implied, to the Sponsor in connection with or related to this Sponsor Agreement, the Business Combination Agreement or the

other Ancillary Documents or the transactions contemplated hereby or thereby.

(j) Acknowledgment.

Sponsor understands and acknowledges that each of FERA and the Company is entering into the Business Combination Agreement in reliance

upon Sponsor’s execution and delivery of this Sponsor Agreement.

(k) Waiver

of Dissenters’ Rights. Sponsor hereby irrevocably waives, and agrees not to exercise or assert, any dissenters’ rights

under Section 238 of the Cayman Companies Act and any other similar statute in connection with the Merger and the Business Combination

Agreement.

ARTICLE III

MISCELLANEOUS

Section 3.1 Termination.

This Sponsor Agreement and all of its provisions shall terminate and be of no further force or effect upon the earlier of (a) Merger Effective

Time, (b) the written agreement of Sponsor, FERA, and the Company, (c) the termination of the Business Combination Agreement in accordance

with Section 8 thereto, or (d) the date on which none of the Company, Sponsor, or FERA has any rights or obligations hereunder. Upon such

termination of this Sponsor Agreement, all obligations of the parties under this Sponsor Agreement will terminate, without any liability

or other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no party

hereto shall have any claim against another (and no person shall have any rights against such party), whether under contract, tort or

otherwise, with respect to the subject matter hereof; provided, that the termination of this Sponsor Agreement shall not relieve

any party hereto from liability arising in respect of any breach of this Sponsor Agreement prior to such termination. This Article

III shall survive the termination of this Sponsor Agreement.

Section 3.2 Governing

Law; Jurisdiction. The terms of Section 9.05 and 9.06 of the Business Combination Agreement shall apply to this Sponsor

Agreement and are incorporated by reference herein mutatis mutandis.

Section 3.3 WAIVER

OF JURY TRIAL. THE TERMS OF SECTION 9.07 OF THE BUSINESS COMBINATION AGREEMENT (WHICH FOR THE AVOIDANCE OF DOUBT CONTAINS A WAIVER

OF ANY RIGHT TO A TRIAL BY JURY) SHALL APPLY TO THIS SPONSOR AGREEMENT AND ARE INCORPORATED BY REFERENCE HEREIN MUTATIS MUTANDIS.

Section 3.4 Binding

Effect; Assignment; Third Parties. This Sponsor Agreement and all of the provisions of this Sponsor Agreement shall be binding upon

and inure to the benefit of the parties to this Sponsor Agreement and their respective successors and permitted assigns. This Sponsor

Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the Company (with respect to an

assignment by Sponsor) or Sponsor (with respect to an assignment by the Company). Any attempted assignment of this Sponsor Agreement not

in accordance with the terms of this Section 3.4 of this Sponsor Agreement shall be null and void. No such assignment shall relieve the

assigning Person of its obligations under this Sponsor Agreement.

Section 3.5 Remedies.

The terms of Section 9.08 of the Business Combination Agreement shall apply to this Sponsor Agreement and are incorporated by reference

herein mutatis mutandis.

Section 3.6 Amendment;

Waiver. This Sponsor Agreement may be amended, supplemented or modified only by execution of a written instrument signed by Sponsor,

FERA and the Company. This Sponsor Agreement may not be modified or amended except as provided in the immediately preceding sentence and

any purported amendment by any party or parties hereto effected in a manner that does not comply with this Section 3.6 shall be void,

ab initio.

Section 3.7 Severability.

The terms of Section 9.09 of the Business Combination Agreement shall apply to this Sponsor Agreement and are incorporated by reference

herein mutatis mutandis.

Section 3.8 Notices.

The terms of Section 9.02 of the Business Combination Agreement shall apply to this Sponsor Agreement and are incorporated by reference

herein mutatis mutandis, with notices hereunder addressed as follows.

If to FERA or Sponsor:

Fifth Era Acquisition Corp I

PO Box 1093, Boundary Hall

Cricket

Square, Grand Cayman

KY1-1102, Cayman Islands

Attention: Mitchell Mechigian

Email: mmechigian@fifthera.com

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

Seward

& Kissel LLP

One Battery Park Plaza

New York, NY 10004

Attention: Keith

Billotti

Email: billotti@sewkis.com

If to the Company:

SMT Holdings Limited

Cloud Desk D08, 11th Floor, Al Sarab Tower,

Abu

Dhabi Global Market Square,

Al Maryah Island, Abu Dhabi, UAE

Attention: Diarmuid Clohessy

Email: d.clohessy@miotal.com

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

Morrison & Foerster LLP

425 Market Street

San Francisco, CA 94105

Attention: Brandon C. Parris

Omar E. Pringle

Email: BParris@mofo.com

OPringle@mofo.com

Section 3.9 Counterparts.

This Sponsor Agreement may be executed and delivered (including by electronic transmission) in one or more counterparts, each of which

shall be deemed an original but all of which taken together shall constitute one and the same instrument. Counterparts may also be delivered

via facsimile, electronic mail (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic

Transactions Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly

and validly delivered and be valid and effective for all purposes.

Section 3.10 Non-Circumvention.

Each party hereto agrees that it shall not, and shall cause its Affiliates not to, accomplish indirectly that which such party is not

permitted to accomplish (or take any action that such party is not permitted to take) directly under this Sponsor Agreement.

Section 3.11 Interpretation.

The terms of Section 9.12 of the Business Combination Agreement shall apply to this Sponsor Agreement and are incorporated by reference

herein mutatis mutandis.

Section 3.12 Consent

to Disclosure. Sponsor hereby consents to the publication and disclosure in any announcement or disclosure required by applicable

securities Laws, the SEC or any other securities authorities of the Sponsor’s identity and ownership of Subject Securities, the

nature of the Sponsor’s obligations hereunder and the other matters set forth in the Business Combination Agreement and the Ancillary

Documents, including the Transactions and the Merger. Sponsor agrees to promptly give the Company or FERA, as applicable, any information

that is in its possession that the Company or FERA, as applicable, may reasonably request for the preparation of any such disclosure documents,

and Sponsor agrees to promptly notify the Company and FERA of any required corrections with respect to any written information supplied

by it specifically for use in any such disclosure document, if and to the extent that Sponsor shall become aware that any such information

shall have become false or misleading in any material respect.

Section 3.13 Non-Recourse.

The terms of Section 9.15 of the Business Combination Agreement shall apply to this Sponsor Agreement and are incorporated by reference

herein mutatis mutandis.

Section 3.14 Entire

Agreement. This Sponsor Agreement and the documents or instruments referred to in this Sponsor Agreement, including any exhibits and

schedules attached, which exhibits and schedules are incorporated by reference, together with the Ancillary Documents, embody the entire

agreement and understanding of the Parties to this Sponsor Agreement in respect of the subject matter contained in this Sponsor Agreement.

There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred

to in this Sponsor Agreement or the documents or instruments referred to in this Sponsor Agreement, which collectively supersede all prior

agreements and the understandings among the Parties to this Sponsor Agreement with respect to the subject matter contained in this Sponsor

Agreement.

[Signature pages follow]

IN WITNESS WHEREOF, Sponsor, FERA and the

Company have each caused this Sponsor Agreement to be duly executed as of the date first written above.

FERA:

FIFTH ERA ACQUISITION CORP. I

By:

/s/ Mitchell Mechigian

Name:

Mitchell Mechigian

Title:

Chief Executive Officer

COMPANY:

SMT HOLDINGS LIMITED

By:

/s/ Diarmuid Clohessy

Name:

Diarmuid Clohessy

Title:

Director

SPONSOR:

FIFTH ERA ACQUISITION SPONSOR I LLC

By:

/s/ Mitchell Mechigian

Name:

Mitchell Mechigian

Title:

Manager

[Signature Page to Sponsor

Support Agreement]

Schedule

Subject Securities

Sponsor

FERA Class A Ordinary

FERA Class B

Ordinary

Fifth Era Acquisition Sponsor I LLC

380,000

6,744,354

EX-10.2 — FORM OF REGISTRATION RIGHTS AGREEMENT

EX-10.2

Filename: ea028557701ex10-2.htm · Sequence: 4

Exhibit 10.2

Execution Version

FORM OF

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”),

dated [●], 2026 is made and entered into by and among (a) Miotal SPAC HoldCo, Inc., a Cayman Islands exempted company (“Holdco”),

Fifth Era Acquisition Corp I, a Cayman Islands exempted company (“FERA”) and Fifth Era Acquisition Sponsor I

LLC, a Delaware limited liability company (the “Sponsor”) and (b) the parties listed on Schedule A hereto

(each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section ‎5.2

of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).

Certain capitalized terms used and not otherwise defined herein are defined in Article 1 hereof.

RECITALS

WHEREAS,

Holdco, FERA, PENNY Merger Sub, Inc., a Cayman Islands exempted company, and a wholly-owned,

direct subsidiary of Holdco (“Merger Sub”), and SMT Holdings Limited, an Abu Dhabi Global Market Private Company

Limited by Shares (the “Company”), have entered into a Business Combination Agreement, dated as of April 7,

2026 (as subsequently amended, the “Business Combination Agreement”), pursuant to which, among other things,

(A) Merger Sub will merge with and into FERA, with FERA continuing as the surviving entity, as a result of which, among other things,

(i) FERA shall become a wholly-owned direct subsidiary of Holdco (the “Merger”), (ii) and each Class

A ordinary share of FERA, par value $0.0001 per share (a “FERA Class A Ordinary Share”), and each Class B ordinary

share of FERA, par value $0.0001 per share (a “FERA Class B Ordinary Share”), issued and outstanding immediately

prior to the Merger Effective Time (as defined in the Business Combination Agreement) will be automatically converted into the right to

receive one ordinary share of Holdco, par value $0.0001 per share (an “Ordinary Share”), and (B), each Holder

shall execute and deliver a Share Exchange Agreement, as a result of which, among other things, promptly after the Merger Effective Time

(i) each issued and outstanding Company Share shall be exchanged for an aggregate number of Ordinary Shares equal to $10,000,000,000 and

(ii) the Company shall become a wholly-owned direct subsidiary of Holdco, all upon the terms and subject to the conditions set forth in

the Business Combination Agreement and in accordance with the applicable provisions of the Cayman Act;

WHEREAS, each of Holdco, the Company, Merger

Sub, the Sponsor, and certain of the Company shareholders (as set forth on Schedule C of the Business Combination Agreement) have entered

into Lock-Up Agreements, dated April 7, 2026 (each a “Lock-up Agreement”), pursuant to which, among other things,

each of Holdco, the Company, Merger Sub, the Sponsor and certain of the Company shareholders agreed not to transfer any equity securities

of Holdco held by any of them during the lock-up period(s) described therein, on the terms and subject to the conditions set forth therein;

WHEREAS, Holdco and the Holders desire to

enter into this Agreement, pursuant to which Holdco shall grant the Holders certain registration rights with respect to certain securities

of Holdco, as set forth in this Agreement.

NOW, THEREFORE, in consideration of the

representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows.

ARTICLE 1

DEFINITIONS

1.1 Definitions.

The terms defined in this Article 1 shall, for all purposes of this Agreement, have the respective meanings set forth below:

“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. The term “control” means the possession, directly or indirectly, of the power to

direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract

or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto.

“Agreement” has the meaning

given in the Preamble.

“Block Trade” shall mean

an offering and/or sale of Registrable Securities by any Holder on a block trade or underwritten basis (whether firm commitment or otherwise)

without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction

and without a lock-up agreement of more than forty-five (45) days to which the Company is a party (including, for the avoidance of doubt,

any lock-up or clear market covenant contained in the underwriting agreement for such transaction).

“Board” means the Board

of Directors of Holdco.

“Business Combination Agreement”

has the meaning given in the Recitals hereto.

“Closing Date” means

the date of the consummation of the Merger pursuant to and as contemplated by the Business Combination Agreement.

“Commission” means the

Securities and Exchange Commission.

“Commission Guidance”

has the meaning given in subsection 2.1.4.

“Company” has the meaning

given in the Preamble.

“Demanding Holder” has

the meaning given in subsection 2.1.5.

“Exchange Act” means

the Securities Exchange Act of 1934, as it may be amended from time to time.

“FERA” has the meaning

given in the Preamble.

“FERA Class A Ordinary Share”

has the meaning given in the Recitals hereto.

“FERA Class B Ordinary Share”

has the meaning given in the Recitals hereto.

“Filing Deadline” means

the date that is 135 days following the Closing Date

“Form F-1” means Form

F-1 under the Securities Act, or any similar long-form registration statement that may be available at a given time.

“Form F-3” means Form

F-3 under the Securities Act, or any similar short-form registration statement that may be available at a given time.

“Holders” has the meaning

given in the Preamble.

“Initial Registration Statement”

means a Registration Statement (as defined below), filed on Form F-1 (or a Form F-3, if Holdco is eligible to file on a Form F-3), covering

the resale by the Holders of all Registrable Securities on a delayed or continuous basis under Rule 415 under the Securities Act at then

prevailing market prices (and not fixed prices), including any Shelf Registration Statement (as defined below) filed to replace or update,

in full or in part, any Initial Registration Statement.

“Lock-up Agreement” has

the meaning given in the Recitals hereto.

“Maximum Number of Securities”

has the meaning given in subsection ‎2.1.7.

“Merger” has the meaning

given in the Recitals hereto.

“Merger Sub” has the

meaning given in the Recitals hereto.

“Misstatement” means

an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus

or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances

under which they were made) not misleading.

“New Registration Statement”

has the meaning given in subsection 2.1.4.

“Ordinary Share(s)” has

the meaning given in the Recitals hereto.

“Piggyback Registration”

has the meaning given in subsection ‎2.2.1.

“Prospectus” means the

prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all

post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Security”

means:

(a) the

Ordinary Shares set forth on Schedule A,

(b) any

warrants, shares of capital stock or other securities of Holdco issued as a dividend or other distribution with respect to or in exchange

for or in replacement of such Ordinary Shares,

Ordinary Shares acquired directly from Holdco by any Holder after the date of this Agreement, and

(d) any

other equity security of Holdco issued or issuable with respect to any such Ordinary Share by way of a share capitalization or share subdivision

or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization;

provided, that, 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 been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer

shall have been delivered by Holdco and subsequent public distribution of such securities shall not require registration under the Securities

Act;

securities shall have ceased to be outstanding;

(D) such

securities may be sold without registration pursuant to Rule 144 (or any successor rule promulgated thereafter by the Commission) or any

other rule promulgated under the Securities Act, without being subject to the volume, manner of sale or other restrictions therein; or

(E) such

securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“Registration” means

a registration effected by preparing and filing a Registration Statement (as defined below) 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.

“Registration Expenses”

means the out-of-pocket expenses of a Registration, including, without limitation, the following:

(a) all

registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority,

Inc.) and any securities exchange on which the Ordinary Shares are then listed;

(b) fees

and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters

(as defined below) in connection with blue sky qualifications of Registrable Securities);

messenger, telephone and delivery expenses;

(d) reasonable

fees and disbursements of counsel for Holdco;

(e) reasonable

fees and disbursements of all independent registered public accountants of Holdco incurred specifically in connection with such Registration;

and

(f) reasonable

fees and expenses of one legal counsel selected by the Holders of a majority-in-interest of the Registrable Securities to be registered

for offer and sale in the applicable Registration or Underwritten Offering.

“Registration Statement”

means any registration statement that covers the offer or sale of Registrable Securities pursuant to the provisions of this Agreement,

including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to

such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Securities Act” means

the Securities Act of 1933, as amended from time to time.

“Shelf Holders” has the

meaning given in subsection ‎2.1.5.

“Shelf Registration Statement”

means a Registration Statement covering the sale of Registrable Securities on a delayed or continuous basis under Rule 415 under the Securities

Act.

“Shelf Takedown” means

an Underwritten Offering (as defined below) of Registrable Securities that are registered on a Shelf Registration Statement.

“Shelf Takedown Request”

has the meaning given in subsection ‎2.1.5.

“Sponsor” has the meaning

given in the Preamble hereto.

“Suspension Period” means

any period during which the Board determines that:

(a) it

would be necessary in a Registration Statement or Prospectus for an offer or sale of Registrable Securities to disclose material non-public

information about Holdco in order to for the Registration Statement or Prospectus to not contain a Misstatement, and

(b) that

the disclosure of such material non-public information would be materially detrimental to the business of Holdco;

provided, that (i) the Board shall not make such a determination

more than twice in any one-year period and (ii) the length of any single Suspension Period may not exceed 30 days.

“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.

“Underwritten Offering”

means a Registration in which securities of Holdco are sold to an Underwriter in a firm commitment underwriting for distribution to the

public.

“Withdrawal Notice” has

the meaning given in subsection 2.1.8.

ARTICLE 2

REGISTRATIONS

2.1 Mandatory

Shelf Registration.

2.1.1 Filing.

Holdco shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission the Initial

Registration Statement and shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective

by the Commission as soon as reasonably practicable following the filing thereof with the Commission.

2.1.2 Maintain

Effectiveness. Holdco shall maintain the Initial Registration Statement in accordance with the terms hereof and shall prepare and

file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep the Initial

Registration Statement continuously effective, available for use and in compliance with the provisions of the Securities Act until such

time as there are no longer any Registrable Securities; provided, that during any Suspension Period, Holdco may delay the filing

of such amendments until five (5) business days after the conclusion of the Suspension Period. In the event Holdco files the Initial Registration

Statement on Form F-1, Holdco shall use its commercially reasonable efforts to convert the Initial Registration Statement (and any subsequent

Shelf Registration Statement) to a Form F-3 as soon as practicable after Holdco is eligible to use Form F-3. In the event that the Initial

Registration Statement is no longer available for the registration of securities, Holdco shall, as soon as practicable, file and cause

to become effective a new Shelf Registration Statement to replace the Initial Registration Statement.

2.1.3 Additional

Registerable Securities. In the event that any Holder that is an Affiliate of Holdco holds Registrable Securities that are not registered

for resale on a delayed or continuous basis, Holdco, upon request of such Holder, shall promptly use its commercially reasonable efforts

to cause the resale of such Registrable Securities to be covered by either, at Holdco’s option, the Initial Registration Statement

(including by means of a post-effective amendment) or a new Shelf Registration Statement and cause the same to become effective as soon

as practicable after such filing, with such Registration subject to the terms hereof; provided, that Holdco shall not be required

to cause such Registrable Securities to be so covered within 180 days of fulfilling a previous request under this subsection 2.1.3.

2.1.4 Commission

Cutback. In the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application

of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (A) inform

each of the Holders and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by

the Commission and/or (B) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration

Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission,

on Form F-1 or Form F-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided,

however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable

efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly-available

written or oral guidance, comments, requirements or requests of the Commission staff, including, without limitation, relevant Corporate

Finance Interpretations (the “Commission Guidance”). Notwithstanding any other provision of this Agreement,

if any Commission Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular

Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission

for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its

Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced pro rata,

based on the number of Registrable Securities held by each Holder, subject to a determination by the Commission that certain Holders must

be reduced first based on the number of Registrable Securities held by such Holders. In the event the Company amends the Shelf Registration

Statement or files a New Registration Statement, as the case may be, under clauses (A) or (B) above, the Company will use its commercially

reasonable efforts to file with the Commission, as promptly as allowed by Commission or Commission Guidance provided to the Company or

to registrants of securities in general, one or more registration statements on Form F-1 or Form F-3 or such other form available to register

for resale those Registrable Securities that were not registered for resale on the Shelf Registration Statement, as amended, or the New

Registration Statement.

2.1.5 Shelf

Takedowns. Subject to the provisions of Section ‎2.3 hereof, at any time and from time to time on or after the filing and

effectiveness of the Initial Registration Statement or any other Shelf Registration Statement, any one or more Holders (any of the Holders

being, in such case, a “Demanding Holder”) or the Sponsor may make a written demand (a “Shelf Takedown

Request”) for a Shelf Takedown in respect of all or part of its Registrable Securities included in that Shelf Registration

Statement. Holdco shall, within five (5) business days of its receipt of the Shelf Takedown Request, notify, in writing, of such demand

all other Holders that have Registrable Securities included in the relevant Shelf Registration Statement (the “Shelf Holders”),

and each Shelf Holder that wishes to include all or a portion of its Registrable Securities in the Shelf Takedown shall so notify Holdco,

in writing, within five (5) business days after it receives the notice from Holdco. As soon as practicable thereafter, Holdco shall facilitate

an Underwritten Offering of all Registrable Securities that the Shelf Holders timely request to include in the Shelf Takedown, subject

to reduction pursuant to subsection 2.1.7.

2.1.6 Underwritten

Offering. The right of any Holder to include its Registrable Securities in a Shelf Takedown shall be conditioned upon such Holder’s

participation in the Underwritten Offering, including entering into an underwriting agreement and ancillary documents, including but not

limited to a lock-up agreement, if applicable, in customary form with the Underwriter(s) selected for such Underwritten Offering by a

majority-in-interest of the Shelf Holders.

2.1.7 Reduction

of Shelf Takedown. If the managing Underwriter(s) in a Shelf Takedown advises Holdco and the Shelf Holders participating in the Shelf

Takedown, in good faith, that the dollar amount or number of Registrable Securities that the requesting Holders desire to sell, taken

together with all other Ordinary Shares or other equity securities that Holdco desires to sell and that any other shareholders desire

to sell pursuant to separate written contractual piggy-back registration rights, exceeds the maximum dollar amount or maximum number of

equity securities that can be sold in the Shelf Takedown 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 such securities, as applicable,

the “Maximum Number of Securities”), then Holdco shall include in the Shelf Takedown the Maximum Number of Securities

in the following order of priority:

(a) first,

the Registrable Securities of the Shelf Holders participating in the Shelf Takedown (pro rata based on the respective number of Registrable

Securities then held by each such Holder);

(b) second,

to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (a), the Ordinary Shares or other

equity securities that Holdco desires to sell; and

to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a) and (b), the Ordinary Shares

or other equity securities of other persons or entities that Holdco is obligated to register in a Registration pursuant to separate written

contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

2.1.8 Demand

Registration Withdrawal. A majority-in-interest of the Holders participating in a Shelf Takedown shall have the right to withdraw

from a Shelf Takedown for any reason or no reason whatsoever upon written notification (a “Withdrawal Notice”)

to Holdco and the Underwriter(s) of their intention to withdraw from such Shelf Takedown prior to the confirmation of sales to investors.

Notwithstanding anything to the contrary in this Agreement, Holdco shall be responsible for the Registration Expenses incurred in connection

with a Shelf Takedown prior to a withdrawal under this subsection ‎2.1.8.

2.1.9 Limits

on Shelf Takedowns. Notwithstanding anything to the contrary in this Section 2.1, Holdco shall not be obligated to complete

more than two (2) Shelf Takedowns per year pursuant to this Agreement; provided, that for the avoidance of doubt, sales of Ordinary

Shares under a Shelf Registration Statement that are not conducted pursuant to an Underwritten Offering shall not count against the limit

on Shelf Takedowns.

2.2 Piggyback

Registration.

2.2.1 Piggyback

Rights. If, at any time on or after the date hereof, Holdco proposes to file a Registration Statement under the Securities Act with

respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity

securities, for its own account or for the account of shareholders of Holdco (or both), other than a Registration Statement:

(a) filed

in connection with any employee share option or other benefit plan,

(b) filed

on Form F-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto),

an exchange offer or offering of securities solely to Holdco’s existing shareholders,

(d) for

an offering of debt that is convertible into equity securities of Holdco,

(e) for

a dividend reinvestment plan,

(f) for

a Block Trade or an at-the-market offering, or

(g) for

a rights offering

(such Registration a “Piggyback Registration”),

then Holdco shall give written notice of that proposed filing to all of the Holders of Registrable Securities as soon as practicable but

not less than ten (10) calendar days before the anticipated filing date of the Registration Statement, which notice shall:

(i) describe

the amount and type of securities to be included in the offering, the intended method(s) of distribution, and the name of the proposed

managing Underwriter(s), if any, in such offering, and

(ii) offer

to each of the Holders of Registrable Securities the opportunity to include the sale of its Registrable Securities in that Registration

Statement by providing notice in writing specifying the number of Registrable Securities such Holder wishes to include no later than five

(5) business days after receipt of Holdco’s notice.

Holdco shall, in good faith, cause each requesting Holder’s Registrable

Securities to be included in the Piggyback Registration and shall use its best efforts to cause the managing Underwriter(s) of a proposed

Underwritten Offering to include each requesting Holder’s Registrable Securities in a Piggyback Registration and permit the sale

or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution on the same terms and conditions

as any similar securities of Holdco. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering

under this subsection ‎2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s)

selected for such Underwritten Offering by Holdco.

2.2.2 Reduction

of Piggyback Registration. If the managing Underwriter(s) in a Piggyback Registration advises Holdco and the Holders of Registrable

Securities participating in the Piggyback Registration, in good faith, that the dollar amount or number of the Ordinary Shares that Holdco

desires to sell, taken together with (x) the Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate

written contractual arrangements with persons or entities other than the Holders hereunder, and (y) the Registrable Securities as

to which Registration has been requested pursuant to subsection ‎2.2.1 hereof, and (z) the Ordinary Shares,

if any, as to which other shareholders of Holdco have requested Registration, exceeds the Maximum Number of Securities, then Holdco shall

include in the Underwritten Offering the Maximum Number of Securities in the following order of priority:

(a) if

the Registration is undertaken for Holdco’s account,

(i) first,

the Ordinary Shares or other equity securities that Holdco desires to sell,

(ii) second,

to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of

Holders exercising their rights to register their Registrable Securities pursuant to subsection ‎2.2.1 hereof,

pro rata, based on the respective number of Registrable Securities then held by each such Holder; and

(iii) third,

to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares,

if any, as to which other shareholders of Holdco have requested Registration;

(b) if

the Registration is pursuant to a demand by persons or entities, other than the Holders of Registrable Securities, pursuant to separate

written contractual arrangements with such persons or entities,

(i) first,

the Ordinary Shares or other equity securities of such demanding persons or entities;

(ii) second,

to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of

Holders exercising their rights to register their Registrable Securities pursuant to subsection ‎2.2.1, pro rata, based

on the respective number of Registrable Securities then held by each such Holder;

(iii) third,

to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares

or other equity securities, if any, that Holdco desires to sell; 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 Ordinary

Shares, if any, as to which other shareholders of Holdco have requested Registration.

the Registration is pursuant to a request by Holder(s) of Registrable Securities pursuant to subsection 2.1.5, then the Company

shall include in any such Registration securities pursuant to subsection 2.1.7.

2.2.3 Piggyback

Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any

reason or no reason whatsoever upon written notification to Holdco and the Underwriter(s), if any, of his, her or its intention to withdraw

from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such

Piggyback Registration. Except with respect to the Initial Registration Statement, Holdco (whether on its own good faith determination

or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration

Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration

Statement. Notwithstanding anything to the contrary in this Agreement, Holdco shall be responsible for the Registration Expenses incurred

in connection with the Piggyback Registration prior to its withdrawal under this subsection ‎2.2.3.

2.2.4 Unlimited

Piggyback Registration Rights. For purposes of clarity, there is no limit on the number of Registrations that may be effected under

Section ‎2.2 hereof, and no Registration effected pursuant to Section ‎2.2 hereof shall

be counted as a Shelf Takedown effected under Section ‎2.1 hereof.

2.3 Restrictions

on Registration Rights. Notwithstanding anything in this Agreement to the contrary, Holdco shall not be obligated to effect a Shelf

Takedown:

(a)

within 90 days following the conclusion of the distribution in a prior Shelf Takedown or Piggyback Registration (provided, that

Holdco provided the notice and otherwise complied with the requirements of subsection 2.2.1 in respect of such Piggyback Registration);

(b) within

30 days prior to a planned Registration for Holdco’s account or for the account of shareholders other than Holders pursuant to contractual

arrangements with such other shareholders;

any Suspension Period; or

(d) if

the Holders have requested an Underwritten Offering and Holdco and the Holders are unable to obtain the commitment of underwriters to

firmly underwrite the offer;

provided, that in each case Holdco provides the Sponsor with

a written notice specifying the reasons therefore and the anticipated date by which it can proceed with a Shelf Takedown.

2.4 Block

Trades.

2.4.1 Block

Trades. Notwithstanding the foregoing, at any time and from time to time when an effective Shelf is on file with the Commission, if

a Demanding Holder wishes to engage in a Block Trade with a total offering price reasonably expected to exceed, in the aggregate, $10

million, then such Demanding Holder only needs to notify the Company of the Block Trade at least five (5) business days prior to

the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate

such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to

engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such

request in order to facilitate preparation of the Registration Statement, Prospectus and other offering documentation related to the Block

Trade.

2.4.2 Withdrawal.

Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade,

any Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the underwriter

or underwriters or placement agents or sales agents (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything

to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block

Trade prior to its withdrawal under this Section 2.4.

2.4.3 No

Piggyback Registration. Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block

Trade initiated by a Demanding Holder pursuant to this Agreement.

2.4.4 Selection

of Underwriter. The Demanding Holder in a Block Trade shall have the right to select the underwriter or underwriters for such Block

Trade (which shall consist of one or more reputable nationally recognized investment banks).

2.4.5 Cap

on Block Trades. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as

a demand for a Shelf Takedown pursuant to Section 2.1.9 hereof.

ARTICLE 3

COMPANY PROCEDURES

3.1 General

Procedures. If at any time on or after the date hereof Holdco is required to effect the Registration of Registrable Securities or

a Shelf Takedown in respect of Registrable Securities, Holdco shall use its best efforts to effect such Registration or Shelf Takedown

to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto Holdco

shall, as expeditiously as possible:

3.1.1 prepare

and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable

best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by

such Registration Statement have been sold;

3.1.2 prepare

and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the

Prospectus, as may be reasonably requested by the majority-in-interest of the Holders with Registrable Securities registered on such Registration

Statement or any Underwriter(s) of Registrable Securities or as may be required by the rules, regulations or instructions applicable to

the registration form used by Holdco or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective

until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution

set forth in such Registration Statement or supplement to the Prospectus;

3.1.3 prior

to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriter(s),

if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ 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 the Underwriters and the Holders of Registrable Securities included in such Registration

or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such

Holders;

3.1.4 prior

to any public offering of Registrable Securities, use its best efforts to (a) 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 the Holders

of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (b) take

such action 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 Holdco and do any and all other acts

and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement

to consummate the disposition of such Registrable Securities in such jurisdictions; provided, that Holdco shall not be required

to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which

it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5 cause

all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued

by Holdco are then listed;

3.1.6 provide

a transfer agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of the Registration

Statement;

3.1.7 advise

each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any

stop order by the Commission suspending the effectiveness of the relevant Registration Statement or the initiation or threatening of any

proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal

if such stop order should be issued;

3.1.8 at

least five (5) calendar days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration

Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;

3.1.9 notify

the Holders, at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,

of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes

a Misstatement, and then to correct such Misstatement as set forth in Section ‎3.5 hereof;

3.1.10 permit

a representative of each of the Holders, the Underwriter(s), if any, and any attorney or accountant retained by such Holders or Underwriter(s)

to participate, at each such person’s own expense, in the preparation of the Registration Statement and Prospectus, and cause Holdco’s

officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or

accountant in connection with the Registration or Shelf Takedown; provided, that such representatives or Underwriter(s) enter into

a confidentiality agreement, in form and substance reasonably satisfactory to Holdco, prior to the release or disclosure of any such information;

3.1.11 in

the event of an Underwritten Offering:

(a) obtain

a “cold comfort” letter from Holdco’s independent registered public accountants in customary form and covering such

matters of the type customarily covered by “cold comfort” letters as the managing Underwriter(s) may reasonably request;

(b) on

the date the Registrable Securities are delivered for sale, obtain an opinion, dated such date, of counsel representing Holdco for the

purposes of such Registration, addressed to the Underwriters (or the placement agent or sales agent, if any) covering such legal matters

with respect to the Underwritten Offering as the Underwriters (or the placement agent or sales agent, if any) may reasonably request and

as are customarily included in such opinions and negative assurance letters; and

into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter(s) of the

Underwritten Offering;

3.1.12 make

available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months

beginning with the first day of Holdco’s first full calendar quarter after the effective date of the Registration Statement that

satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter

by the Commission); provided, that Holdco will be deemed to have satisfied such requirement to the extent such information is filed

on the Commission’s EDGAR or any successor system; and

3.1.13 otherwise,

in good faith, cooperate reasonably with and take such customary actions as may reasonably be requested by the Holders in connection with

such Registration or Shelf Takedown.

3.2 Registration

Expenses. The Registration Expenses of all Registrations and Shelf Takedowns shall be borne by Holdco. It is acknowledged by the Holders

that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’

commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration

Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

3.3 Holder

Information. Each Holder shall, as a condition to the inclusion of its Registrable Securities in any Registration (including the Initial

Registration Statement) or Underwritten Offering (including any Shelf Takedown), promptly provide all information reasonably requested

by Holdco or the managing Underwriter(s), if any, in connection with the preparation of any Registration Statement or Prospectus, including

amendments and supplements thereto, in order to effect the Registration or Underwritten Offering pursuant to Article 2 and in connection

with Holdco’s obligation to comply with federal and applicable state securities laws; provided, that in each case, such information

shall be provided to Holdco no later than five (5) business days prior to the date of filing of such Registration Statement or Prospectus.

3.4 Requirements

for Participation in Underwritten Offerings. No Holder may participate in any Underwritten Offering hereunder unless such person (a) agrees

to sell such person’s securities on the basis provided in any underwriting arrangements approved by Holdco and (b) completes

and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary

documents as may be reasonably required under the terms of such underwriting arrangements.

3.5 Suspension

of Sales; Adverse Disclosure. Upon receipt of written notice from Holdco that a Registration Statement or Prospectus contains a Misstatement

or of the beginning of a Suspension Period, each of the Holders shall forthwith discontinue disposition of Registrable Securities until

he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that Holdco

hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he,

she or it is advised in writing by Holdco that the use of the Prospectus may be resumed or that the Suspension Period has ended. Holdco

shall promptly notify the Holders of the expiration of any period during which it exercised its rights under this Section ‎3.5.

3.6 Reporting

Obligations. As long as any Holder shall own Registrable Securities, Holdco, at all times while it shall be a reporting company under

the Exchange Act, covenants to file all reports required to be filed by Holdco after the date hereof pursuant to Sections 13(a) or 15(d)

of the Exchange Act. Holdco further covenants that it shall take such further action as any Holder may reasonably request, all to the

extent required from time to time to enable such Holder to sell Ordinary Shares held by such Holder without registration under the Securities

Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated

thereafter by the Commission), including providing any legal opinions. Upon the reasonable request of any Holder, Holdco shall deliver

to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

ARTICLE 4

INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 Holdco

agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and agents and

each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses

(including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement,

Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material

fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by

or contained in any information furnished in writing to Holdco by such Holder expressly for use therein. In an Underwritten Offering,

Holdco shall indemnify the Underwriter(s), their officers and directors and each person who controls such Underwriter(s) (within the meaning

of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

4.1.2 In

connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to

Holdco in writing such information and affidavits as Holdco reasonably requests for use in connection with any such Registration Statement

or Prospectus and, to the extent permitted by law, shall indemnify Holdco, its directors and officers and agents and each person who controls

Holdco (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation

reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus

or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein

or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained

in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, that the obligation

to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder

of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable

Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriter(s), their officers,

directors and each person who controls such Underwriter(s) (within the meaning of the Securities Act) to the same extent as provided in

the foregoing with respect to indemnification of Holdco.

4.1.3 Any

person entitled to indemnification herein shall (a) give prompt written notice to the indemnifying party of any claim with respect

to which it seeks indemnification; provided, that the failure to give prompt notice shall not impair any person’s right to

indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party, and (b) unless in such

indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with

respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the

indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by

the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled

to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all

parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party

a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement

which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms

of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such

indemnified party of a release from all liability in respect to such claim or litigation.

4.1.4 The

indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on

behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer

of securities. Holdco and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are

reasonably requested by any indemnified party for contribution to such party in the event Holdco’s or such Holder’s indemnification

is unavailable for any reason.

4.1.5 If

the indemnification provided under Section ‎4.1 hereof from the indemnifying party is unavailable or insufficient

to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the

indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party

as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault

of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the

indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including

any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, was made by, or relates

to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s

relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, that the liability

of any Holder under this subsection ‎4.1.5 shall be limited to the amount of the gross proceeds received by such

Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities

referred to above shall be deemed to include, subject to the limitations set forth in subsections ‎4.1.1, ‎4.1.2

and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation

or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection ‎4.1.5

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 this subsection ‎4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of

Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection ‎4.1.5 from

any person who was not guilty of such fraudulent misrepresentation.

ARTICLE 5

MISCELLANEOUS

5.1 Notices.

Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed

to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or

by courier service providing evidence of delivery, (iii) hand delivery or (iv) electronic mail. Each notice or communication

that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received

(a) in the case of mailed notices, on the third business day following the date on which it is mailed, (b) in the case of notices

delivered by courier service or hand delivery, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit

of messenger) or at such time as delivery is refused by the addressee upon presentation and (c) in the case of delivery by email,

upon sending of such email without subsequent notice of misdelivery or rejection. Any notice or communication under this Agreement must

be addressed, if to Holdco, to: SMT Holdings Limited, Cloud Desk D08, 11th Floor, Al Sarab Tower, Abu Dhabi Global Market Square, Al Maryah

Island, Abu Dhabi, UAE, Attention: Diarmuid Clohessy (Email: d.clohessy@miotal.com) with a copy to: Morrison & Foerster LLP, 425 Market

Street, San Francisco, CA 94105, Attention: Brandon C. Parris and Omar E. Pringle (Email: BParris@mofo.com and OPringle@mofo.com) and,

if to any Holder, at such Holder’s mailing or electronic mail address as set forth in Schedule A hereto. Any party may change its

address for notice at any time and from time to time by written notice to the other parties hereto as provided in this Section ‎5.1.

5.2 Assignment;

No Third Party Beneficiaries.

5.2.1 This

Agreement and the rights, duties and obligations of Holdco hereunder may not be assigned or delegated by Holdco in whole or in part without

the consent of at least a majority-in-interest of the Holders of the Registrable Securities at the time in question; provided,

that such consent shall not be unreasonably withheld.

5.2.2 This

Agreement and the rights, duties and obligations of the Holders hereunder may not be assigned or delegated by any such Holder except in

conjunction with and to the extent of any transfer of Registrable Securities by any such Holder; provided, that such transferee

shall only be admitted as a party hereunder and assume such Holder’s rights and obligations under this Agreement upon its, his or

her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to Holdco agreeing to be bound by the terms

and conditions of this Agreement as if such person were a Holder party hereto, whereupon such person will be treated for all purposes

of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable

Securities.

5.2.3 This

Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and

the permitted assigns of the Holders.

5.2.4 This

Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this

Agreement.

5.3 Counterparts.

This Agreement may be executed in multiple counterparts (including PDF counterparts), each of which shall be deemed an original, and all

of which together shall constitute the same instrument, but only one of which need be produced.

5.4 Governing

Law; Jurisdiction. The terms of Sections 9.05 and 9.06 of the Business Combination Agreement shall apply to this Agreement and are

incorporated by reference herein mutatis mutandis.

5.5 Waiver

of Jury Trial. The terms of Section 9.07 of the Business Combination Agreement shall apply to this Agreement and are incorporated

by reference herein mutatis mutandis.

5.6 Lock-up

Agreement Restrictions. Any of the rights provided for herein are subject to any Lock-up Agreements or similar restrictions entered

into by the Holder(s).

5.7 Amendments

and Modifications. Upon the written consent of Holdco and the Holders of at least a majority-in-interest of the Registrable Securities

at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or

any of such provisions, covenants or conditions may be amended or modified; provided, that any amendment hereto or waiver hereof

that adversely affects a Holder, solely in his, her or its capacity as a Holder of the shares of Holdco, in a manner that is materially

different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between

any Holder or Holdco and any other party hereto or any failure or delay on the part of a Holder or Holdco in exercising any rights or

remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or Holdco. No single or partial exercise

of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies

hereunder or thereunder by such party.

5.8 Other

Registration Rights. Holdco represents and warrants that no person, other than a Holder of Registrable Securities, has any right to

require Holdco to register any securities of Holdco for sale or to include such securities of Holdco in any Registration filed by Holdco

for the sale of securities for its own account or for the account of any other person. Further, Holdco represents and warrants that this

Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and, in the event of a conflict

between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

5.9 Term.

This Agreement shall terminate upon the earlier of (a) the tenth anniversary of the date of this Agreement, (b) with respect to any

Holder, such time that the Holder may sell all of the Holder’s Registrable Securities under Rule 144 promulgated by the Commission

under the Securities Act, or another similar exemption under the Securities Act without limitation (including volume limitations) during

a three-month period and all restrictive legends have been removed from all of the Ordinary Shares owned by such Holder, or (c) the

date as of which no Registrable Securities remain outstanding. The provisions of Section ‎3.6 and Article 4

shall survive any termination.

5.10 Entire

Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant

hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and

contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.

[Signature pages follow]

IN WITNESS WHEREOF, the undersigned

have caused this Agreement to be executed as of the date first written above.

FERA:

FIFTH ERA ACQUISITION CORP I

By:

Name:

Mitchell Mechigian

Title:

Chief Executive Officer

HOLDCO:

MIOTAL SPAC HOLDCO, INC.

By:

Name:

Diarmuid Clohessy

Title:

Director

SPONSOR

FIFTH ERA ACQUISITION SPONSOR I LLC

By:

Name:

Mitchell Mechigian

Title:

Chief Executive Officer

[Signature Page to Registration Rights Agreement]

HOLDER

(if an individual)

By:

Name:

HOLDER

(if an entity)

Entity Name:

By:

Name:

Title:

[Signature Page to Registration

Rights Agreement]

EX-10.3 — FORM OF LOCK-UP AGREEMENT

EX-10.3

Filename: ea028557701ex10-3.htm · Sequence: 5

Exhibit 10.3

Execution Version

LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”)

is made and entered into as of April 7, 2026, between the parties listed on Schedule A hereto and the other Persons who enter into

a joinder to this Agreement substantially in the form of Exhibit A hereto (a “Stockholder Joinder”) in

order to become a “Stockholder Party” for purposes of this Agreement (each such party, a “Stockholder Party”

and collectively, the “Stockholder Parties”), Fifth Era Acquisition Sponsor I LLC, a Delaware limited liability company

(the “Sponsor”), SMT Holdings Limited, an Abu Dhabi Global Market Private Company Limited by Shares (the “Company”),

and, upon executing and delivering the Joinder to this Agreement in the form of Exhibit B hereto (the “Joinder”)

to the Sponsor and the Company, Miotal SPAC HoldCo, Inc., a Cayman Islands exempted company (“Holdco”) and, upon executing

and delivering the Joinder to the Sponsor and the Company, PENNY Merger Sub, Inc., a Cayman Islands exempted company (“Merger

Sub”). The Stockholder Parties, Holdco, Merger Sub, Sponsor and the Company are sometimes referred to herein individually as

a “Party” and collectively as the “Parties”. The Company shall only be a Party from the date of

this Agreement until the Closing Date. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such

terms in the Business Combination Agreement (as defined below).

WHEREAS, on April 8, 2026, Holdco entered,

by joinder, into a Business Combination Agreement (the “Business Combination Agreement”), which was entered into on

April 7, 2026 by and among, FERA and the Company, pursuant to which the parties thereto shall consummate the Transactions, and upon consummation

of the Transactions, each Stockholder Party will hold such number of Holdco Ordinary Shares (the “Holdco Equity Securities”)

set forth beside such Stockholder Party’s name on Schedule A hereto (such shares and rights, together with any shares that

are issuable upon the exercise or conversion of the rights, any securities paid as dividends or distributions with respect to such securities

or into which such securities are exchanged or converted, the “Securities”); and

WHEREAS, pursuant to the Business Combination

Agreement, and in view of the valuable consideration to be received by each Stockholder Party thereunder, Holdco, the Company, Merger

Sub, the Sponsor and the Stockholder Parties desire to enter into this Agreement, pursuant to which the Securities shall become subject

to the limitations on disposition and other restrictions as set forth herein.

NOW, THEREFORE, in consideration of the

premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to be legally bound hereby,

the Parties hereby agree as follows:

1. For

the purposes of this Agreement:

(a) the

term “Immediate Family” means, with respect to any natural person, any of the following: such person’s spouse,

domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including

adopted and stepchildren and parents) of such person and his or her spouse or domestic partner and siblings;

(b) the

term “Lock-Up Securities” means the Securities and, for the avoidance of any doubt, shall exclude Holdco Ordinary Shares

acquired in the public market after the Closing Date;

(c)

the term “Permitted Transferees” means any Person to whom the Stockholder Party is permitted to Transfer (as defined

below) Lock-Up Securities prior to the expiration of the Lock-Up Period (as defined below), as the case may be, pursuant to Section

2(a);

(d) the

term “Lock-Up Period” means the period beginning on the Closing Date and ending on the date that is 180 days following

the Closing Date;

(e) the

term “Transfer” means the (A) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of

any option to purchase or otherwise dispose of or agreement to dispose of or establishment or increase of a put equivalent position or

liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules

and regulations promulgated thereunder, with respect to, any security, (B) entry 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) public announcement of any intention to effect any transaction specified

in clause (A) or (B).

2. Lock-Up

Provisions.

(a) Notwithstanding

the provisions set forth in Section (b), each Stockholder Party or any of its Permitted Transferees may Transfer any or all of

the Lock-Up Securities during the Lock-Up Period:

(i) in the

case of a Stockholder Party that is not an individual, to such Stockholder Party’s officers, directors or management committee members,

direct or indirect partners, members or equity holders;

(ii) in

the case of a Stockholder Party that is not an individual, to any affiliate(s) of such Stockholder Party or any affiliate(s) of that Stockholder

Party’s officers, directors, management committee members or members;

(iii) in

the case of a Stockholder Party that is an individual, by gift to a member of such individual’s Immediate Family or to a trust,

the primary beneficiary of which is a member of such individual’s Immediate Family, or to a charitable organization or by virtue

of laws of descent and distribution upon death of such individual, or pursuant to a qualified domestic relations order;

(iv) to

a corporation, partnership, limited liability company or other entity of which the Stockholder Party or the Stockholder Party’s

Immediate Family (if applicable) are the legal and beneficial owner of all of the outstanding equity securities or similar interests (or

to a nominee or custodian for these purposes);

(v) to any

personalized portfolio bond issued by an insurance company that is beneficially owned by an individual Stockholder Party and in relation

to which such person has the ability to direct the management assets comprising the bond portfolio;

(vi) by

virtue of any binding law or order of a governmental entity or by virtue of such Stockholder Party’s Organizational Documents upon

liquidation or dissolution of such Stockholder Party;

(vii) in

connection with the “net” or “cashless” exercise of options or other rights to purchase Holdco Ordinary Shares

in satisfaction of any tax withholding obligations;

(viii) pursuant

to a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act after the date of this Agreement relating to the sale

of the Stockholder Party’s Lock-Up Securities; provided, that the securities subject to such plan may not be sold until after

the expiration of the applicable Lock-Up Period;

(ix) pursuant

to a bona fide tender offer, merger, consolidation or other similar transaction, in each case made to all holders of Holdco Ordinary Shares,

involving a change of control (including negotiating and entering into an agreement providing for any such transaction), or

(x) by bona

fide pledges of Lock-Up Securities as security or collateral in connection with any borrowing or the incurrence of any indebtedness by

a Stockholder Party;

provided, that in the case of clauses (i) through (vi), the

Permitted Transferees must enter into a Stockholder Joinder agreeing to be bound by the provisions set forth in Section 2(b).

(b) Each

Stockholder Party hereby agrees that it shall not, and shall cause any of its Affiliates and Permitted Transferees not to, Transfer any

Lock-Up Securities during the Lock-Up Period (the “Transfer Restriction”).

the Lock-Up Period, each certificate (if any are issued) evidencing any Lock-Up 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 [___], BY AND

AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDERS NAMED THEREIN. A COPY OF SUCH LOCK-UP

AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.

Promptly upon the Transfer Restriction ceasing to apply in respect

of the Lock-Up Securities in accordance with Section 2(b), Holdco shall take all reasonable steps required to remove such legend

from the certificates evidencing the relevant Lock-Up Securities, including issuing new certificates in respect of the relevant Lock-Up

Securities.

(d) For

the avoidance of any doubt, each Stockholder Party shall retain all of its rights as a shareholder of Holdco with respect to the Lock-Up

Securities during the Lock-Up Period, including the right to vote, and to receive any dividends and distributions in respect of, any Lock-Up

Securities.

3. Miscellaneous.

(a) Transfers.

If any Transfer is made or attempted contrary to the provisions of this Agreement, such Transfer shall be null and void ab initio, and

Holdco shall refuse to recognize any such transferee of the Lock-Up Securities as one of its equity holders for any purpose. In order

to enforce this Section 3(a), Holdco may impose stop-transfer instructions with respect to any relevant Lock-Up Securities (and

any Permitted Transferees and assigns thereof), as applicable, until the end of the Lock-Up Period.

(b) Termination

of the Business Combination Agreement. Notwithstanding anything to the contrary contained herein, in the event that the Business Combination

Agreement is terminated in accordance with its terms prior to the Closing Date, this Agreement and all rights and obligations of the Parties

hereunder shall automatically terminate and be of no further force or effect.

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. Except as otherwise provided in this Agreement, this Agreement and all obligations

of the Parties are personal to the Parties and may not be transferred or delegated by the Parties at any time.

(d) Third

Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions

contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity that is not

a Party hereto or thereto or a successor or permitted assign of such Party.

(e) Governing

Law; Jurisdiction. The terms of Sections 9.05 and 9.06 of the Business Combination Agreement shall apply to this Lock-Up Agreement

and are incorporated by reference herein mutatis mutandis.

(f)

Waiver Of Jury Trial. The terms of Section 9.07 of the Business Combination Agreement shall apply to this Lock-Up Agreement and

are incorporated by reference herein mutatis mutandis.

(g) Interpretation.

The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this

Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding

masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii)

“including” (and with correlative meaning “include”) means including without limiting the generality of any description

preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii)

the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall

be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement;

and (iv) the term “or” means “and/or”. The Parties have participated jointly in the negotiation and drafting of

this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed

as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue

of the authorship of any provision of this Agreement.

(h) Notices.

All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when

delivered (i) in person, (ii) by e-mail (having obtained electronic delivery confirmation thereof), (iii) one Business Day after being

sent, if sent by reputable, nationally recognized overnight courier service or (iv) three Business Days after being mailed, if sent by

registered or certified mail, pre-paid and return receipt requested, provided, however, that notice given pursuant to clauses (iii) and

(iv) above shall not be effective unless a duplicate copy of such notice is also given in person or by e-mail (having obtained electronic

delivery confirmation thereof), 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 the Company, to:

SMT Holdings Limited

Cloud Desk D08, 11th Floor, Al Sarab Tower,

Abu Dhabi Global Market Square,

Al Maryah Island, Abu Dhabi, UAE

Attention: Diarmuid Clohessy

Email: d.clohessy@miotal.com

With copies (which shall not constitute notice) to:

Morrison & Foerster LLP

425 Market Street

San Francisco, CA 94105

Attention: Brandon C. Parris; Omar E. Pringle

Email: BParris@mofo.com; OPringle@mofo.com

If to Sponsor, to:

Fifth Era Acquisition Sponsor I LLC

c/o Fifth Era Acquisition Corp I

PO Box #1093, Boundary Hall

Cricket Square, Grand Cayman

KY1-1102, Cayman Islands

Attention: Mitchell Mechigian

Email: mmechigian@fifthera.com

With copies (which shall not constitute notice) to:

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

Attention: Keith Billotti

Email: billotti@sewkis.com

If to a Stockholder Party, to the address set forth beside such Stockholder

Party’s name on Schedule A hereto.

(i) 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 Merger Sub, Sponsor, the Company

and Holdco and the Stockholder Parties that own 75% or more of the Lock-Up Securities of the Stockholder Parties; provided, that

notwithstanding the foregoing, any amendment hereto or waiver hereto that adversely affects one or more Stockholder Party in a manner

that is materially different from the other Stockholder Parties (in such capacity) shall require the consent of the adversely affected

Stockholder Parties that own a majority of the Lock-Up Securities owned by such adversely affected Stockholder Parties. 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.

(j) 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.

(k) Specific

Performance. Each Stockholder Party acknowledges that its obligations under this Agreement are unique, recognizes and affirms that

in the event of a breach of this Agreement by such Stockholder Party, money damages will be inadequate and Merger Sub, Sponsor, the Company

and Holdco will 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 such Stockholder Party in accordance with their specific terms or were otherwise breached. Accordingly,

Merger Sub, Sponsor, the Company and Holdco shall be entitled to an injunction or restraining order to prevent breaches of this Agreement

by such Stockholder Party 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.

(l) 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

Business Combination Agreement or any Ancillary Documents. Notwithstanding the foregoing, nothing in this Agreement shall limit any of

the rights or remedies of Merger Sub, Sponsor, the Company and Holdco or any of the obligations of the Stockholder Parties under any other

agreement between any Stockholder Party and Merger Sub, Sponsor, the Company or Holdco, or any certificate or instrument executed by any

Stockholder Party in favor of Holdco, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies

of Merger Sub, Sponsor, the Company or Holdco or any of the obligations of the Stockholder Parties under this Agreement.

(m) 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.

(n) Counterparts;

Facsimile. This Agreement may also be executed and delivered by facsimile signature or by email in portable document format in two

or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned have

caused this Agreement to be executed as of the date first written above.

THE COMPANY:

smt holdings limited

By:

Name:

Diarmuid Clohessy

Title:

Director

sponsor:

Fifth Era Acquisition Sponsor I LLC

By:

Name:

Mitchell Mechigian

Title:

Manager

[Signature Page to Lock-Up

Agreement]

HOLDER

(if an individual)

By:

Name:

HOLDER

(if an entity)

Entity Name:

By:

Name:

Title:

[Signature Page to Lock-Up

Agreement]

EXHIBIT A

FORM OF STOCKHOLDER JOINDER

This joinder is made and entered

into as of [●], 2026 (this “Joinder”), by and between SMT Holdings Limited, an Abu Dhabi Global Market Private

Company Limited by Shares (the “Company”), Fifth Era Acquisition Sponsor I LLC, a Delaware limited liability company

(the “Sponsor”), PENNY Merger Sub, Inc., a Cayman Islands exempted company (“Merger Sub”) and Miotal

SPAC HoldCo, Inc., a Cayman Islands exempted company (“Holdco”), and the Person set forth on the signature page hereto

(the “Joinder Party”). Reference is made to that certain Lock-Up Agreement (the “Lock-Up Agreement”),

dated as of April 7, 2026, entered into by and among Holdco, by joinder dated April 8, 2026, Merger Sub, by joinder dated April 8, 2026,

the Company, the Sponsor and the parties listed on Schedule A to the Lock-Up Agreement. Capitalized terms used but not otherwise

defined herein shall have the meanings ascribed to such terms in the Lock-Up Agreement.

WHEREAS, pursuant to the Business

Combination Agreement, the Joinder Party desires to execute and deliver this Joinder to the Sponsor, Holdco, Merger Sub and the Company

pursuant to which the Joinder Party shall become party to the Lock-Up Agreement; and

NOW, THEREFORE, in consideration

of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

the parties to this Joinder hereby agrees as follows:

1. Agreement to be Bound.

The Joinder Party hereby agrees that upon execution and delivery of this Joinder to the parties to this Joinder, it shall become a party

to the Lock-Up Agreement and shall be fully bound by, and subject to, all of the covenants, terms, representations, warranties, rights,

obligations and conditions of the Lock-Up Agreement as though an original party thereto.

2. Representations.

The Joinder Party has received and carefully reviewed the Lock-Up Agreement, and the schedules, exhibits, and annexes thereto and the

documents contemplated thereby, is familiar with the transactions contemplated hereby and thereby, and fully understands the terms and

conditions set forth herein and in the Lock-Up Agreement. The Joinder Party has consulted with, or had the opportunity to consult with,

independent advisors and counsel regarding such Joinder Party’s rights and obligations under this Joinder and the Lock-Up Agreement

and intends for such terms to be binding upon and enforceable against the Joinder Party. The Joinder Party represents and warrants to

the Company, the Sponsor, Merger Sub and Holdco that:

a. it has all requisite capacity, power, and authority to execute and deliver this Joinder and to perform

its respective obligations hereunder;

b. the execution, delivery, and performance of this Joinder by it has been duly authorized by all necessary

action of such party, if any, and no other action or other applicable proceeding on the part of the Joinder Party is necessary to authorize

this Joinder;

A-1

c. this Joinder has been duly and validly executed and, assuming the due authorization, execution, and delivery

of this Joinder by each other party hereto, constitutes a legal, valid, and binding obligation of the Joinder Party, enforceable against

the Joinder Party in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency, reorganization,

moratorium, and other similar Laws now or hereafter in effect relating to or limiting creditors’ rights generally and general principles

of equity relating to the availability of specific performance and injunctive and other forms of equitable relief; and

d. the execution, delivery, and performance of this Joinder by it will not (with or without the passage of

time or the giving of notice, or both): (i) if the Joinder Party is not a natural person, contravene, conflict with, or result in a violation

or breach of the organizational documents of each respective party; (ii) contravene, conflict with, or result in a violation or breach

of any contract to which the Joinder Party is a party or by which each is bound; or (iii) violate any law or any judgment, decree, order,

regulation, or rule of any court or other Governmental Body applicable to the Joinder Party or its respective properties or assets.

3. Successors and Assigns.

This Joinder shall be binding upon, enforceable by and inure to the benefit of Holdco, Merger Sub, the Company, the Sponsor and the other parties

to the Lock-Up Agreement and their respective successors and assigns.

4. Entire Agreement.

This Joinder, together with the Lock-Up Agreement and the documents or instruments referred to therein (including any exhibits and schedules

attached thereto), represents the entire agreement between Joinder Party, Holdco, Merger Sub, the Company, the Sponsor and the other parties

to the Lock-Up Agreement with respect to the subject matter hereof.

5. Counterparts. This

Joinder may be executed in separate counterparts, each of which shall be an original and all of which taken together shall constitute

one and the same agreement. This Joinder may be executed and delivered by facsimile or electronic transmission.

6. Headings. The headings

contained in this Joinder are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

7. Miscellaneous.

Sections 3(e), (f), (g) and (h) of the Lock-Up Agreement shall apply, mutatis mutandis, to this Joinder.

[Signature page follows]

A-2

IN WITNESS WHEREOF, the parties

hereto have caused this Joinder to be effective as of the date first written above.

HOLDCO:

MIOTAL SPAC HOLDCO, INC.

By:

Name:

Diarmuid Clohessy

Title:

Director

MERGER SUB:

PENNY MERGER SUB, INC.

By:

Name:

Diarmuid Clohessy

Title:

Director

THE COMPANY:

SMT HOLDINGS LIMITED

By:

Name:

Diarmuid Clohessy

Title:

Director

SPONSOR:

FIFTH ERA ACQUISITION SPONSOR I LLC

By:

Name:

Mitchell Mechigian

Title:

Manager

[Signature page to Stockholder Joinder]

A-3

HOLDER

(if an individual)

By:

Name:

HOLDER

(if an entity)

Entity Name:

By:

Name:

Title:

[Signature page to Stockholder Joinder]

A-4

EXHIBIT B

FORM OF JOINDER

This joinder is made and entered

into as of April 8, 2026 (this “Joinder”), by and between SMT Holdings Limited, an Abu Dhabi Global Market Private

Company Limited by Shares (the “Company”), Fifth Era Acquisition Sponsor I LLC, a Delaware limited liability company

(the “Sponsor”), PENNY Merger Sub, Inc., a Cayman Islands exempted company (“Merger Sub”) and Miotal

SPAC HoldCo, Inc., a Cayman Islands exempted company (“Holdco” and together with Merger Sub, the “Joinder

Parties” and each a “Joinder Party”). Reference is made to that certain Lock-Up Agreement (the “Lock-Up

Agreement”), dated as of April 7, 2026, entered into by and among Holdco, solely when Holdco executes and delivers this Joinder

to the Sponsor and the Company, Merger Sub, solely when Merger Sub executes and delivers this Joinder to the Sponsor and the Company,

the Company, the Sponsor and the parties listed on Schedule A to the Lock-Up Agreement. Capitalized terms used but not otherwise

defined herein shall have the meanings ascribed to such terms in the Lock-Up Agreement.

WHEREAS, each of the Joinder

Parties was formed on April 8, 2026 for the purpose of consummating the Transactions, including, with respect to Holdco, acting as the

publicly traded company for the Company and the Sponsor after the Closing;

WHEREAS, each of the Joinder

Parties desires to execute and deliver this Joinder to the Sponsor and the Company pursuant to which each of the Joinder Parties shall

become party to the Lock-Up Agreement; and

NOW, THEREFORE, in consideration

of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

the parties to this Joinder hereby agrees as follows:

1. Agreement to be Bound.

Each of the Joinder Parties hereby agrees that upon execution and delivery of this Joinder to the Sponsor and the Company, it shall become

a party to the Lock-Up Agreement and shall be fully bound by, and subject to, all of the covenants, terms, representations, warranties,

rights, obligations and conditions of the Lock-Up Agreement as though an original party thereto.

2. Representations.

Each of the Joinder Parties has received and carefully reviewed the Lock-Up Agreement, and the schedules, exhibits, and annexes thereto

and the documents contemplated thereby, is familiar with the transactions contemplated hereby and thereby, and fully understands the terms

and conditions set forth herein and in the Lock-Up Agreement. Each of the Joinder Parties has consulted with, or had the opportunity to

consult with, independent advisors and counsel regarding such Joinder Party’s rights and obligations under this Joinder and the

Lock-Up Agreement and intends for such terms to be binding upon and enforceable against such Joinder Parties. Each of the Joinder Parties

represents and warrants to the Sponsor and the Company that: