Form 8-K

8-K — Launch Two Acquisition Corp.

Accession: 0001213900-26-073592

Filed: 2026-06-30

Period: 2026-06-25

CIK: 0002023676

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0296048-8k425_launch.htm (Primary)

EX-2.1 — BUSINESS COMBINATION AGREEMENT, DATED AS OF JUNE 25, 2026, BY AND AMONG LAUNCH TWO ACQUISITION CORP., TESSERACT MERGER SUB INC. AND NUCUBE ENERGY, INC (ea029604801ex2-1.htm)

EX-10.1 — FORM OF COMPANY SUPPORT AGREEMENT, DATED AS OF JUNE 25, 2026, BY AND AMONG LAUNCH TWO ACQUISITION CORP., NUCUBE ENERGY, INC. AND THE HOLDERS PARTY THERETO (ea029604801ex10-1.htm)

EX-10.2 — FORM OF LOCK-UP AGREEMENT, DATED AS OF JUNE 25, 2026, BY AND AMONG LAUNCH TWO ACQUISITION CORP. AND THE HOLDERS PARTY THERETO (ea029604801ex10-2.htm)

EX-10.3 — SPONSOR SUPPORT AGREEMENT, DATED AS OF JUNE 25, 2026, BY AND AMONG LAUNCH TWO ACQUISITION CORP., NUCUBE ENERGY, INC. AND LAUNCH TWO SPONSOR LLC (ea029604801ex10-3.htm)

EX-10.4 — NON-COMPETITION AND NON-SOLICITATION AGREEMENT, DATED AS OF JUNE 25, 2026, BY AND BETWEEN LAUNCH TWO ACQUISITION CORP. AND CRISTIAN RABITI (ea029604801ex10-4.htm)

EX-10.5 — FORM OF AMENDMENT TO INSIDER LETTER AGREEMENT, DATED AS OF JUNE 25, 2026, BY AND BETWEEN LAUNCH TWO ACQUISITION CORP., LAUNCH TWO SPONSOR LLC AND THE OTHER PARTIES THERETO (ea029604801ex10-5.htm)

EX-10.6 — FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (ea029604801ex10-6.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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2026-06-25

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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION

13 OR 15(d)

OF THE SECURITIES EXCHANGE

ACT OF 1934

Date of Report (Date

of earliest event reported): June 25, 2026

Launch Two Acquisition

Corp.

(Exact name of registrant

as specified in its charter)

Cayman Islands

001-42306

98-1801568

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

180 Grand Avenue, Suite 1530

Oakland, CA 94612

(Address of principal executive offices, including

zip code)

Registrant’s

telephone number, including area code: (510) 692-9600

Not Applicable

(Former name or former

address, if changed since last report)

Check the appropriate

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

provisions:

☒

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

☐

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

☐

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

☐

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

Securities registered pursuant to Section

12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

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

LPBBU

The Nasdaq Stock Market LLC

Class A ordinary shares, par value $0.0001 per share

LPBB

The Nasdaq Stock Market LLC

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

LPBBW

The Nasdaq Stock Market LLC

Indicate by check mark

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

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

Emerging growth company ☒

If an emerging growth

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

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

Item 1.01 Entry into a Material Definitive

Agreement.

Business Combination Agreement

General Description of the Business Combination

Agreement

On June 25, 2026, Launch Two Acquisition Corp., a Cayman Islands exempted company (“SPAC”

or “Launch Two”), entered into a Business Combination Agreement (the “Business Combination Agreement”)

with NuCube Energy, Inc., a Delaware corporation (together with its successors, “NuCube” or the “Company”),

Tesseract Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of SPAC (“Merger Sub”), Jay

McEntee, in the capacity as the representative, from and after the Effective Time (as defined below), for the shareholders of SPAC as

of immediately prior to the Effective Time and their successors and assigns (other than the Company Stockholders) and IdealabAZ, Inc.,

a Delaware corporation, in the capacity as representative, from and after the Effective Time, for the Company Stockholders as of immediately

prior to the Effective Time (the “Seller Representative”). Capitalized terms used herein and not otherwise defined

shall have the meanings ascribed to such terms in the Business Combination Agreement.

Pursuant to the Business Combination

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

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

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

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

corporation pursuant to Part 12 of the Companies Act (Revised) of the Cayman Islands and the applicable provisions of the General Corporation

Law of the State of Delaware (the “Domestication”); and (ii) following the Domestication, (A) Merger Sub will

merge with and into NuCube, with NuCube continuing as the surviving entity (the “Merger”) and, as a result of

which, each share of common stock of the Company, par value $0.0001 per share (the “Company Common Stock”) issued

and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (after giving effect

to the Preferred Conversion (as defined below)) shall no longer be outstanding and shall automatically be cancelled and cease to exist

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

Stock”) equal to the Exchange Ratio (as defined below), and (B) prior to the Effective Time, all outstanding shares of preferred

stock of NuCube will either be exchanged for, or convert into, shares of Company Common Stock at the applicable conversion ratio (including

any accrued or declared but unpaid dividends) in accordance with the Company’s organizational documents (the “Preferred

Conversion”). As a result of the Merger and the Business Combination, NuCube will become a wholly owned subsidiary of SPAC,

all upon the terms and subject to the conditions set forth in the Business Combination Agreement.

At the Effective Time, each

outstanding option (whether vested or unvested) (each, a “Company Option”) to purchase Company Common Stock

will be assumed by and automatically converted into an option for shares of SPAC Common Stock (each, an “Assumed Option”)

subject to the same terms, conditions, vesting schedule and other provisions as are currently applicable to such Company Options; provided

that each Assumed Option will be exercisable for the number of shares of SPAC Common Stock equal to the product of the Exchange Ratio

(as defined below) multiplied by the number of shares of Company Common Stock subject to the Company Option as of immediately prior to

the Effective Time, rounded down to the nearest whole number, at an exercise price equal to the quotient of the per share exercise price

of the Company Option divided by the Exchange Ratio, rounded up to the nearest whole cent.

At the Effective Time, each warrant to purchase Company Common Stock

(each, a “Company Warrant”) that is outstanding and unexercised immediately prior to the Effective Time shall

be assumed by SPAC and automatically converted into a warrant for shares of SPAC Common Stock (each, an “Assumed Warrant”).

Each Assumed Warrant will be subject to the same terms, conditions and other provisions as are currently applicable to the applicable

Company Warrant; provided that each Assumed Warrant will be exercisable for the number of shares of SPAC Common Stock equal to

the product of the Exchange Ratio multiplied by the number of shares of Company Common Stock subject to such Company Warrant as of immediately

prior to the Effective Time, rounded down to the nearest whole number, at an exercise price equal to the quotient of the per share exercise

price of such Company Warrant divided by the Exchange Ratio, rounded up to the nearest whole cent.

Consideration

The aggregate consideration

to be delivered to the security holders of NuCube as of the Effective Time will be a number of newly issued shares of SPAC Common Stock

equal to the quotient of (A) $500,000,000 minus the excess of the Company’s expenses (if any) over $5,000,000 (such net amount,

the “Purchase Price”), divided by (B) $10.82 (the “Reference Price”), with

each holder of Company Common Stock (each, a “Company Stockholder”) receiving, for each share of Company Common

Stock held immediately prior to the Effective Time (after giving effect to the Preferred Conversion or otherwise treating shares of Company

Preferred Stock on an as-converted to Company Common Stock basis), a number of shares of SPAC Common Stock equal to the Exchange Ratio,

each holder of Company Options receiving for such holder’s Company Options then held the Assumed Options, and each holder of Company

Warrants receiving for such holder’s Company Warrants then held the Assumed Warrants. The Exchange Ratio refers to the quotient

obtained by dividing (i) the quotient of the Purchase Price divided by the Reference Price by (ii) the Fully Diluted Company Shares (as

defined below) (the “Exchange Ratio”).

The Business Combination Agreement

also provides for an earnout of up to 12,575,000 additional shares of SPAC Common Stock (the “Earnout Shares”)

to Company Stockholders following the Closing. The Earnout Shares will be released from escrow if, during the three-year period following

the Closing, the volume weighted average price of SPAC Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits,

stock dividends, reorganizations and recapitalizations and similar transactions after the Closing) for at least 20 trading days within

any consecutive 30 trading day period (the “Triggering Event”), subject to adjustment as set forth in the Business

Combination Agreement. If the Triggering Event is achieved, 50% of the Earnout Shares will be released 90 days following confirmation

of such Triggering Event (the “Determination Date”), and the remaining 50% of the Earnout Shares will be released

180 days after the Determination Date. If the Triggering Event is not achieved during the Earnout Period, the Earnout Shares will be forfeited

to SPAC and cancelled.

The “Fully Diluted

Company Shares” means, without duplication, (a) the total number of shares of Company Common Stock issued and outstanding

as of immediately prior to the Effective Time (after giving effect to the Preferred Conversion), plus (b) the aggregate number

of shares of Company Common Stock issuable upon, or pursuant to the conversion of Company SAFEs, plus (c) the aggregate number

of shares of Company Common Stock issuable upon, or pursuant to, the exercise of Company Options that are issued and outstanding as of

immediately prior to the Effective Time, treating such outstanding Company Options as having been exercised in full (calculated on a “cashless”

(i.e. net exercise basis), plus (d) the aggregate number of shares of Company Common Stock issuable upon, or pursuant to, the exercise

of Company Warrants that are issued and outstanding as of immediately prior to the Effective Time, treating such Company Warrants as having

been exercised in full (calculated on a “cashless” (i.e., net exercise) basis).

Representations and Warranties

The

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

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

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

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

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

means, with respect to any specified person or entity, any fact, event, occurrence, change or effect that has had or would reasonably

be expected to have, individually or in the aggregate, a material adverse effect upon (i) the business, assets, liabilities, results of

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

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

No Survival

The representations and warranties

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

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

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

survive until fully performed.

Covenants of the Parties

Each party to the Business

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

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

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

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

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

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

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

(ix) public announcements; (x) confidentiality; and (xi) other covenants. The Business Combination Agreement also contains certain customary

post-Closing covenants, including, without limitation, in regard to (1) tax matters; (2) the maintenance of books and records; and (3)

the indemnification of directors and officers.

Additionally,

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

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

SPAC agreed that it will not

approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal, or otherwise change, withdraw,

withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify its recommendation to its shareholders

(the “SPAC Board Recommendation”) for approval of the Business Combination Agreement and the Business Combination

(a “Change in Recommendation”); provided, however, that if the SPAC’s board of directors

(the “SPAC Board”), after consultation with its outside legal counsel, determines in good faith, in response

to an Intervening Event, that the failure to make a Change in Recommendation would be a breach of its fiduciary duties under applicable

law, then the SPAC Board may make a Change in Recommendation; provided that SPAC will not be entitled to make a Change in Recommendation

unless (i) SPAC delivers to NuCube a written notice advising NuCube that the SPAC Board proposes to take such action and containing the

material facts underlying its determination that an Intervening Event has occurred, and (ii) at or after 5:00 p.m., New York City time,

on the fifth Business Day immediately following delivery of such notice (subject to an additional three Business Day period for any new

notice relating to a material development with respect to such Intervening Event), the SPAC Board reaffirms in good faith, after consultation

with its outside legal counsel and taking into account any adjustments to the terms of the Business Combination Agreement offered by NuCube,

that the failure to make a Change in Recommendation would be a breach of its fiduciary duties under applicable law; provided that any

Change in Recommendation shall not affect SPAC’s obligations to call an extraordinary general meeting to approve the SPAC Shareholder

Approval Matters.

NuCube will deliver to SPAC

financial statements of NuCube audited by a PCAOB-qualified auditor in accordance with PCAOB auditing standards, accompanied by an unqualified

opinion of the auditor thereon (collectively, the “Audited Financials”), as soon as reasonably practicable after

the date of the Business Combination Agreement but no later than 45 days from the date of the Business Combination Agreement (the “Audit

Delivery Date”).

SPAC and NuCube will, as promptly

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

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

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

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

of proxies from SPAC shareholders to approve the Business Combination Agreement, the Business Combination and related matters at an extraordinary

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

shareholders with an opportunity to request redemption of their public shares in connection with the Business Combination, as required

by SPAC’s amended and restated memorandum and articles of association and SPAC’s IPO Prospectus (as defined below) (the “Redemption”).

As promptly as practicable

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

the Company will either (a) call a meeting of its stockholders to obtain and deliver to SPAC a written consent of the Company Stockholders

in order to approve the Business Combination Agreement and each of the ancillary documents to which the Company is or is required to be

a party or bound and the consummation of the transactions contemplated thereby (the “Company Stockholder Approval”)

or (b) use its reasonable best efforts to obtain a signed written consent in lieu of a meeting of its stockholders for the Company Stockholder

Approval. At the request of SPAC, NuCube shall make the members of its management reasonably available to participate in management presentations,

“road shows,” rating agency presentations, meetings with financing sources and similar events in connection with obtaining

the approval of SPAC shareholders, any “share recycling” efforts by SPAC and the obtaining of any debt or equity financing

(including Transaction, ratings or governmental or other third-party approvals.

The parties shall take

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

will consist of at least seven individuals, two of which will be designated by SPAC (each of whom shall be independent directors in accordance

with the requirements of The Nasdaq Stock Market LLC (“Nasdaq”)), five of whom will be designated by NuCube

(at least three of whom shall be independent directors in accordance with the requirements of Nasdaq). The amended and restated organizational

documents of SPAC will provide for a classified board structure consisting of three classes of directors serving staggered terms. In addition,

at or prior to the Closing, SPAC will enter into customary director indemnification agreements with each member of the Post-Closing Board.

The parties shall also take all action necessary so that the individuals serving as the chief executive officer and chief financial officer,

respectively, of SPAC immediately after the Closing will be the same individuals (in the same office) as that of NuCube immediately prior

to the Closing (unless, at its sole discretion, NuCube desires to appoint another qualified person to either such role, in which case,

such other person(s) identified by NuCube shall serve in such role or roles).

During the Interim Period,

SPAC and NuCube shall use reasonable best efforts to enter into written agreements for Transaction Financings (as defined below) with

aggregate proceeds of at least $100 million (on such terms and structuring and using such strategy, placement agents and approach, as

SPAC and NuCube shall mutually agree). “Transaction Financings” mean capital raising transactions in connection

with the Business Combination structured as one or a combination of common equity, preferred equity, convertible equity or debt, non-redemption

or backstop arrangements with respect to the Trust Account, a committed equity facility, debt facility, and/or other sources of cash or

cash equivalents, in each case, whether such investment is into SPAC or NuCube.

Conditions to Closing

The obligations of the parties

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

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

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

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

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

requirements of the Business Combination Agreement; (vi) the effectiveness of the Registration Statement; (vii) the Amended Organizational

Documents shall have been adopted as the Organizational Documents of SPAC; (viii); the SPAC Common Stock shall have been approved for

listing on Nasdaq or the New York Stock Exchange upon the Closing; and (ix) SPAC having adopted, on or prior to the Closing, an incentive

plan substantially in the form attached to the Business Combination Agreement.

In addition, unless waived

by NuCube, the obligations of NuCube to consummate the Business Combination are subject to the satisfaction of the following closing conditions,

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

to organization and standing, authorization, non-contravention, capitalization (other than certain portions of such representation in

the Business Combination Agreement) and finders and brokers being true and correct in all material respects on and as of the date

of the Business Combination Agreement and as of the Closing Date (except to the extent that any such representation and warranty is expressly

made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such

earlier date); (ii) the representations and warranties of SPAC set forth in certain portions of the capitalization representation being

true and correct in all respects (except for de minimis inaccuracies) on and as of the date of the Business Combination Agreement

and as of the Closing Date (except to the extent that any such representation and warranty is expressly made as of an earlier date, in

which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of

such earlier date); (iii) all other representations and warranties of SPAC being true and correct (without giving effect to any limitations

as to “materiality” or any similar limitation set forth herein) in all respects on and as of the date of the Business Combination

Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation

and warranty is expressly made as of an earlier date, in which case such representation and warranty shall be true and correct in all

respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, individually

and in the aggregate has not had a Material Adverse Effect; (iv) SPAC having performed in all material respects its obligations and complied

in all material respects with the covenants and agreements under the Business Combination Agreement required to be performed or complied

with by SPAC on or prior to the Closing Date; (v) the sum of (x) the aggregate cash proceeds available for release from the Trust Account

(after giving effect to the completion and payment of the Redemption), plus (y) the aggregate gross proceeds of any Transaction

Financings minus (z) the aggregate amount of each party’s Expenses, shall equal or exceed $75,000,000; (vi) each of the Sponsor

Support Agreement, the Insider Letter Amendment and the Amended Registration Rights Agreement shall be in full force and effect in accordance

with the terms thereof as of the Closing; and (vii) SPAC shall have delivered certain other documents as set forth in the Business Combination

Agreement.

Unless waived by SPAC, the

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

to customary certificates and other closing deliveries: (i) the representations of NuCube relating

to capitalization being true and correct in all respects (except for de minimis inaccuracies) on and as of the date of the

Business Combination Agreement and as of the Closing Date; (ii) the representations of NuCube relating

to organization and standing, authorization, non-contravention, capitalization (other than the certain portions of such representation

in the Business Combination Agreement) and finders and brokers being true and correct (without giving effect to any limitation

as to “materiality” set forth therein) in all material respects on and as of the date of the Business Combination Agreement

and as of the Closing Date (except to the extent that any such representation and warranty is expressly made as of an earlier date, in

which case such representation and warranty shall be true and correct in all material respects as of such earlier date); (iii) all other

representations and warranties of NuCube being true and correct (without giving effect to any limitation as to “materiality”

or “Material Adverse Effect” or any similar limitation set forth herein) in all respects on and as of the date of the Business

Combination Agreement and on and as of the Closing Date (except to the extent that any such representation and warranty is expressly made

as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date),

except where the failure of such representations and warranties to be true and correct, individually and in the aggregate has not had

a Material Adverse Effect on NuCube; (iv) NuCube having performed in all material respects all of its obligations and complied in all

material respects with all of its agreements and covenants under the Business Combination Agreement required to be performed or complied

with on or prior to the Closing Date; (v) absence of any Material Adverse Effect with respect to NuCube since the date of the Business

Combination Agreement which is continuing and uncured; (vi) the Company Support Agreement, the Non-Competition Agreement, the Employment

Agreement, and the Amended Registration Rights Agreement being in full force and effect as of the Closing; (vii) the Preferred Conversion

shall have been completed; and (viii) NuCube having delivered certain other documents as set forth in the Business Combination Agreement.

Termination

The Business Combination Agreement

may be terminated at any time prior to the Closing by either SPAC or NuCube if the Closing does not occur by October 9, 2026, (the “Outside

Date”); provided that if the SPAC obtains, prior to the Outside Date, (i) agreements have been entered into for Transaction

Financing in the aggregate gross amount of at least $75,000,000 and (ii) the approval of its shareholders for an extension of the deadline

by which SPAC must complete its Business Combination, then the Outside Date shall automatically be amended to November 9, 2026; provided

further that this right to terminate the Business Combination Agreement shall not be available to any party if the breach or violation

by such party or its affiliates of any representation, warranty, covenant or obligation under the Business Combination Agreement was the

cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date.

The Business Combination Agreement

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

(i) by mutual written consent of SPAC and NuCube; (ii) by written notice by either SPAC or NuCube to the other if a governmental authority

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

the Business Combination, and such order or other action has become final and non-appealable; (iii) by NuCube for SPAC’s uncured

breach of the Business Combination Agreement, such that the related closing condition would not be met; (iv) by SPAC for NuCube’s

uncured breach of the Business Combination Agreement, such that the related closing condition would not be met; (v) by SPAC, if there

shall have been a Material Adverse Effect on NuCube following the date of the Business Combination Agreement which is (or are) not cured

and continuing; (vi) by NuCube prior to obtaining the approval of the SPAC’s shareholders, if the SPAC Board shall have (x) made

a Change in Recommendation or (y) failed to include the SPAC Board Recommendation in the proxy statement; provided, however,

that NuCube shall provide such written notice, if at all, within 72 hours after the occurrence of either (x) or (y) above; (vii) by either

NuCube or SPAC if SPAC holds the SPAC Special Meeting to approve the Business Combination Agreement and the Business Combination, and

such approval is not obtained; (viii) by either NuCube or SPAC if the NuCube’s meeting to approve the Company Stockholder Approval

was held and NuCube’s stockholder approval was not obtained; and (ix) by written notice from SPAC to NuCube, at any time within

60 days after the Audit Delivery Date, if NuCube has not delivered the Audited Financials prior to the date of such notice of termination.

If the Business Combination

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

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

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

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

Fees and Expenses

All expenses incurred in connection

with the Business Combination Agreement and the Business Combination shall be paid by the party incurring such expenses; provided that

(i) if the Closing occurs, all expenses incurred by SPAC and NuCube will be paid or reimbursed by SPAC from the Trust Account, the Transaction

Financings, or other cash sources available to SPAC at the Closing, (ii) all fees, costs and expenses (including filing fees) under any

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

costs) in connection with filing the Registration Statement shall be paid by SPAC, and (iv) all fees, costs and expenses (including filing

fees) in connection with a stock exchange listing application shall be paid by SPAC. If the Closing occurs, the fees in (iii) and (iv)

shall not count as transaction expenses for purposes of the forfeiture of Founder Shares and Placement Warrants (as defined below) pursuant

to the Sponsor Support Agreement.

Trust Account Waiver

Each of NuCube and Seller

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

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

against the trust account (including any distributions therefrom).

Governing Law

The Business Combination Agreement

is governed by New York law and, the parties are subject to exclusive jurisdiction of federal and state courts located in New York, New York (and any appellate courts thereof). Notwithstanding the foregoing, the provisions related to the matters set forth in

the Business Combination Agreement that relate to the Domestication, and all other provisions therein that are expressly or otherwise

required to be governed by the Laws of the Cayman Islands, shall be exclusively governed by and construed in accordance with the Laws

of the Cayman Islands.

Related Agreements

Company Support Agreement

Simultaneously with the execution

of the Business Combination Agreement, stockholders of NuCube holding capital stock of NuCube sufficient to approve the adoption of the

Business Combination Agreement and approve the Merger and the other transactions contemplated by the Business Combination Agreement (the

“Company Support Stockholders”) entered into support agreements (each, a “Company Support Agreement”),

pursuant to which, among other things, each Company Support Stockholder agreed to vote its shares of capital stock of NuCube (the “Subject

Stock”) in favor of the adoption of the Business Combination Agreement, the ancillary documents, the approval of the Business

Combination, the Preferred Conversion, and any amendments to NuCube’s organizational documents in connection therewith, subject

to certain customary conditions. Each Company Support Stockholder also agreed to take certain other actions in support of the Business

Combination Agreement and the Business Combination (and any actions required in furtherance thereof), including executing and delivering

certain ancillary documents contemplated by the Business Combination Agreement, and to refrain from taking actions that would adversely

affect their ability to perform such Company Support Stockholder’s obligations under the Company Support Agreement and each such

Company Support Stockholder unconditionally and irrevocably waived any and all pre-emption rights, rights of first offer, rights of first

refusal, rights of participation, tag-along rights and all other similar rights that such Company Support Stockholder may have in respect

of the Business Combination. Each Company Support Stockholder also agreed to be bound by certain non-solicitation restrictions consistent

with the Business Combination Agreement and not to transfer their Subject Stock during the period from and including the date of the Company

Support Agreement and the first to occur of the date of Closing or the date on which the Company Support Agreement is terminated, subject

to certain customary exceptions. A copy of the form of the Company Support Agreement is attached as Exhibit 10.1 hereto and is incorporated

herein by reference.

Lock-Up Agreements

Simultaneously with the execution

of the Business Combination Agreement, certain stockholders of NuCube (the “Lock-Up Holders”) entered into lock-up

agreements (each, a “Lock-Up Agreement”), pursuant to which each Lock-Up Holder agreed not to (i) lend, offer,

pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or

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

of SPAC Common Stock other than shares of SPAC Common Stock and shares of SPAC Common Stock issuable upon the exercise of warrants acquired

by such Lock-Up Holder for value in the public markets and not pursuant to the Business Combination, (ii) enter into any swap or other

arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares of SPAC Common

Stock, or (iii) publicly disclose (other than in compliance with the Amended Registration Rights Agreement (as defined below)) the intention

to do any of the foregoing, for a period commencing from the Closing and ending on the date that is 180 days after the Closing Date (subject

to early release on the earlier upon (x) the date on which the volume-weighted average trading price of the SPAC Common Stock quoted on

Nasdaq (or such other exchange on which the SPAC Common Stock may then be listed) is greater than or equal to $12.50 for any 20 trading

days within any 30 trading day period beginning after the Closing and (y) subsequent to the Closing, the date on which SPAC consummates

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

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

form of the Lock-Up Agreement is attached as Exhibit 10.2 hereto and is incorporated herein by reference.

Sponsor Support Agreement

Simultaneously with the execution

of the Business Combination Agreement, SPAC, NuCube and Launch Two Sponsor, LLC (the “Sponsor”), entered into

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

to (A) waive its anti-dilution rights with respect to the Class B ordinary shares of SPAC (the “Founder Shares”)

held by the Sponsor; and (B) vote all of the SPAC’s ordinary shares held by it in favor of (i) the Business Combination Agreement

and the Business Combination (ii) each other proposal included in the proxy statement for the SPAC Special Meeting and for which SPAC

Board has recommended that the SPAC shareholders vote in favor and against any competing transaction. In addition to the foregoing, the

Sponsor Support Agreement prevents transfers of the securities of SPAC held by the Sponsor between the date of the Sponsor Support Agreement

and its termination, subject to certain limited exceptions.

Additionally, Sponsor agreed that, to the extent SPAC’s Expenses,

less any deferred underwriting fee payable to the underwriter of SPAC’s initial public offering and any fees payable to placement

agents, investment banks, advisors or arrangers in connection with Transaction Financings exceed $5,000,000, Sponsor will immediately

prior to the Closing irrevocably transfer to SPAC, surrender and forfeit for no consideration a number of Founder Shares and private placement

warrants held by the Sponsor (the “Placement Warrants”) equal in value to such excess amount (with such shares

and warrants valued based on the Reference Price). A copy of the Sponsor Support Agreement is attached as Exhibit 10.3 hereto and is incorporated

herein by reference.

Non-Competition and Non-Solicitation Agreement

Simultaneously with the execution

and delivery of the Business Combination Agreement, Mr. Cristian Rabiti, the chief executive officer of NuCube, entered into a Non-Competition

and Non-Solicitation Agreement (the “Non-Competition Agreement”) in favor of SPAC and the Company (the “Covered

Parties”), pursuant to which the Mr. Rabiti will agree for a period of 18 months after the Closing Date not to compete with

the Covered Parties and not to solicit the employees and customers of the Covered Parties, subject to the limitations set forth in the

Non-Competition Agreement. Mr. Rabiti will also agree not to disparage the Covered Parties and to customary confidentiality requirements.

A copy of the Non-Competition Agreement is attached as Exhibit 10.4 hereto and is incorporated herein by reference.

Insider Letter Amendment

Simultaneously with the execution

of the Business Combination Agreement, SPAC, Sponsor and the directors and officers of SPAC entered into an amendment (the “Insider

Letter Amendment”) to that certain letter agreement, dated as of October 7, 2024 (the “Insider Letter”).

Pursuant to the Insider Letter Amendment, the parties agreed, effective upon the Closing, to amend certain provisions of the Insider Letter

to provide that the lock-up provisions applicable to the SPAC Common Stock exchanged for SPAC Class B Ordinary Shares (the “Founder

Shares”) in the Merger shall be amended such that the applicable lock-up period shall commence from the Closing and end

on the date that is 180 days after the Closing Date (subject to early release on the earlier upon (x) the date on which the volume-weighted

average trading price of the SPAC Common Stock quoted on Nasdaq (or such other exchange on which the SPAC Common Stock may then be listed)

is greater than or equal to $12.50 for any 20 trading days within any 30 trading day period beginning after the Closing and (y) subsequent

to the Closing, the date on which SPAC consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction

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

property), subject to certain customary transfer exceptions. The foregoing description of the Insider Letter Amendment is qualified in

its entirety by reference to the full text of the Insider Letter Amendment, a copy of which is attached hereto as Exhibit 10.5

and incorporated herein by reference.

Amended and Restated Registration Rights

Agreement

Prior to the Closing, SPAC,

the Sponsor and certain stockholders of NuCube will enter into an amended and restated registration rights agreement (the “Amended

Registration Rights Agreement”) that will amend and restate the registration rights agreement entered into at the time of

SPAC’s initial public offering, pursuant to which such stockholders of the Company, along with certain existing shareholders of

SPAC, will be entitled to customary demand and piggyback registration rights. A copy of the form of Amended Registration Rights Agreement

is attached as Exhibit 10.6 hereto and is incorporated herein by reference.

The Business Combination

Agreement and other agreements described above have been included to provide investors with information regarding their respective terms.

They are not intended to provide any other factual information about SPAC, NuCube, or the other parties thereto. In

particular, the assertions embodied in the representations and warranties in the Business Combination Agreement were made as of a specified

date, are modified or qualified by information in one or more confidential disclosure schedules prepared in connection with the execution

and delivery of the Business Combination Agreement, may be subject to a contractual standard of materiality different from what might

be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations

and warranties in the Business Combination Agreement are not necessarily characterizations of the actual state of facts about SPAC, NuCube

or the other parties thereto at the time they were made or otherwise and should only be read in conjunction with the other information

that SPAC makes publicly available in reports, statements and other documents filed with the SEC. SPAC and NuCube investors and securityholders

are not third-party beneficiaries under the Business Combination Agreement and should not rely on the representations, warranties,

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

the Business Combination Agreement.

The

foregoing descriptions of agreements and the transactions and documents contemplated thereby are not complete and are subject to and qualified

in their entirety by reference to the Business Combination Agreement, form of Company Support Agreement, form of Lock-Up Agreement, Sponsor

Support Agreement, Non-Competition Agreement, Insider Letter Amendment and form of Amended Registration Rights Agreement,

copies of which are filed with this Current Report on Form 8-K as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, and

the terms of which are incorporated by reference herein.

Item 5.02 Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

June 25, 2026, pursuant to the Transfer Agreement (as defined below), Mr. Thomas D. Hennessy was appointed to the SPAC Board.

Thomas

D. Hennessy has served as a President of Hennessy Capital Group, LLC, an alternative investment firm founded in 2013 that focuses

on investing in industrial innovation, clean energy, technology, and critical minerals and mining companies. Since February 2026, Mr.

Hennessy has served as President and director of Hennessy Capital Investment Corp. VIII, a special purpose acquisition company. Since

January 2025, Mr. Hennessy has also served as President, Chief Operating Officer, and director of Hennessy Capital Investment Corp. VII,

a special purpose acquisition company. Since August 2023, Mr. Hennessy has served as chief executive officer and a director of Compass

Digital Acquisition Corp., a special purpose acquisition company. Mr. Hennessy has previously served as a Chairman and CEO of Global Technology

Acquisition Corp. I, a special purpose acquisition company. Mr. Hennessy has previously served as a director of TortoiseEcofin Acquisition

Corporation III, a special purpose acquisition company. Mr. Hennessy has previously served as Chairman and Chief Executive Officer of

two, a special purpose acquisition company, which in March 2024 closed a business combination agreement with LatAm Logistic Properties

S.A. (NYSE: LPA), a leading developer, owner, and manager of institutional quality, class A industrial and logistics real estate in Central

and South America. Mr. Hennessy has previously served as a director of Jaguar Global Growth Corporation I, a SPAC, which in October 2023

closed a business combination with Captivision Inc. (Nasdaq: CAPT), a leading designer and manufacturer of architectural media display

glass. Mr. Hennessy has previously served as a director of 7GC & Co. Holdings, a SPAC, which in December 2023 closed a business combination

with Banzai International Inc. (Nasdaq: BNZI), a leading marketing technology company that provides data-driven marketing and sales solutions.

Previously, Mr. Hennessy served as Chairman, Co-Chief Executive Officer, and President of PropTech Acquisition Corporation’s business

combination with Porch Group Inc. (Nasdaq: PRCH) in 2020 and subsequently served as an independent director of Porch Group. Mr. Hennessy

previously served as a Portfolio Manager of Abu Dhabi Investment Authority and prior to that as an Investment Associate for Sam Zell’s

Equity International. Mr. Hennessy started his career in the Investment Bank at Credit Suisse. Mr. Hennessy holds a B.A. degree from Georgetown

University and an MBA from the University of Chicago Booth School of Business. Mr. Hennessy is qualified to serve as one of our directors

due to his extensive experience with special purpose acquisition companies and his expertise in mergers and acquisitions.

SPAC

has entered into its standard director indemnification agreement with Mr. Hennessy. Pursuant to the indemnification agreement, SPAC has

agreed to indemnify and hold harmless Mr. Hennessy to the fullest extent permitted by applicable law and the Amended and Restated Memorandum

and Articles of Association of SPAC, subject to certain exceptions. Mr. Hennessy also entered into a joinder to the Insider Letter.

Item 8.01 Other Events.

Sponsor Transfer

June 25, 2026, the Sponsor and HCG Opportunity III, LLC (the “Buyer”) entered into a sponsor transfer agreement

(the “Transfer Agreement”), pursuant to which among other things, the Buyer will acquire up to 2,875,000 Founder

Shares and up to 2,250,000 Placement Warrants from Sponsor (the “Sponsor Transfer”), and Mr. Hennessy would

be appointed to the SPAC Board following the execution of the Business Combination Agreement. The consummation of the Sponsor Transfer

is subject to certain conditions, including the consummation of the Business Combination.

CEO Employment Agreement

June 25, 2026, NuCube and Dr. Cristian Rabiti entered into a new Employment Agreement (the “CEO Employment Agreement”)

to set forth the terms of Dr. Rabiti’s compensation and employment as NuCube’s Chief Executive Officer, which will become

effective Closing. Pursuant to the terms of the Business Combination Agreement, in connection with the Closing, SPAC shall become the

parent entity of NuCube, and shall be referred to in this section as “Parent”. In the event that the Closing

does not occur or the Business Combination Agreement is terminated, the CEO Employment Agreement shall be void and shall not have any

force or effect. Once it becomes effective, Dr. Rabiti shall serve as the Chief Executive Officer of NuCube, Parent and their respective

subsidiaries, and the CEO Employment Agreement shall have an indefinite term and will be in place until it is terminated by NuCube or

Dr. Rabiti, in each case pursuant to the terms of the CEO Employment Agreement.

Pursuant

to the CEO Employment Agreement, Dr. Rabiti is entitled to a base salary of $450,000 and will be eligible to participate in Parent’s

annual incentive bonus program with a target bonus of 100% of his base salary (the “Target Bonus”), and his

actual annual incentive bonus will be determined based on Parent and personal performance. Dr. Rabiti will also be eligible to participate

in Parent’s long-term incentive program. In consideration for services leading to the Closing and thereafter, pursuant to the CEO

Employment Agreement, following the Closing, Dr. Rabiti will be entitled to an initial equity award in the form of restricted stock units

(the “Initial RSUs”) in respect of Parent common stock, with the number of shares underlying the Initial RSUs

to have a grant date value of $21,428,500 (the “Target RSU Value”). One third of the Initial RSUs shall vest

on the first anniversary of the date of grant and the remainder shall vest in equal monthly installments over the succeeding twenty-four

months, in each case subject to Dr. Rabiti’s continued employment through the applicable vesting date. Dr. Rabiti is also entitled

to participate in the health and welfare benefit plans of Parent and NuCube that are generally available to other executive officers

of Parent.

The

CEO Employment Agreement provides for certain severance and change-of-control benefits. Specifically, if NuCube terminates Dr. Rabiti’s

employment without “Cause” or if he resigns for “Good Reason” (each as defined in the CEO Employment Agreement),

Dr. Rabiti is entitled to receive, subject to his execution of a valid release of claims, severance equal to his base salary for a period

of 12 months, continued coverage under NuCube’s health and welfare plans for 12 months at the then-current active employee rate

for senior executives, an amount equal to his Target Bonus prorated by the portion of the applicable performance period that Dr. Rabiti

was employed prior to termination of employment (a “Pro-Rated Bonus”) and acceleration of 18 months of additional

time-based vesting for any then outstanding equity awards (“Accelerated Vesting”). If Dr. Rabiti’s employment

is terminated without Cause, or if he resigns for Good Reason within one year following, or three months preceding, a “Change in

Control” (as defined in the CEO Employment Agreement) (as applicable, a “CIC Qualifying Termination”),

Dr. Rabiti would be entitled to the same severance, subject to his execution of a valid release of claims, except that his base salary

and health care continuation eligibility will be increased to 18 months and any time-based equity awards shall accelerate in full. If

Dr. Rabiti’s employment is terminated due to his death, his personal representatives or heirs are entitled to receive, subject

to execution of a valid release of claims, a Pro-Rated Bonus and Accelerated Vesting, and if the Initial RSUs have not been granted prior

to such termination, subject to applicable securities laws and listing exchange requirements, Parent shall make a grant to Dr. Rabiti

or his estate in respect of equity or equity-based interests of Parent with a grant date value equal to the Target RSU Value.

consideration for the benefits provided by the CEO Employment Agreement, Dr. Rabiti has agreed to enter into NuCube’s standard

confidentiality and proprietary information agreement and the CEO Employment Agreement additionally includes noncompete, nonsolicit of

customers and employees and no-hire covenants that each last during his employment and for 12 months after employment (the “Restriction

Period”). The Restriction Period can be increased by mutual agreement at the time of a resignation by Dr. Rabiti without

Good Reason and will be automatically increased to 18 months in the event of a CIC Qualifying Termination.

any amounts payable to Dr. Rabiti pursuant to the CEO Employment Agreement, taken together with any amounts or benefits otherwise payable

to him by NuCube and any other person or entity required to be aggregated with NuCube for purposes of Section 280G of the Internal Revenue

Code of 1986, as amended (the “Code”), under any other plan, agreement, or arrangement (the “Covered

Payments”), would be an “excess parachute payment” as defined in Section 280G of the Code and subject Dr. Rabiti

to the excise tax imposed under Section 4999 of the Code, the CEO Employment Agreement provides that Dr. Rabiti would receive the greater

after-tax benefit of either (i) the Covered Payments in full or (ii) a reduced amount that would avoid the excise tax imposed under Section

4999 of the Code.

Additional

Information and Where to Find It

connection with the proposed Business Combination, Launch Two and NuCube intend to file with the SEC a registration statement on Form

S-4, (as amended or supplemented from time to time, the “Registration Statement”), which will include

a proxy statement/prospectus relating to the proposed business combination. Investors, shareholders, and other interested persons

are urged to read the Registration Statement, the proxy statement/prospectus, and all other relevant documents filed with the SEC carefully

and in their entirety when they become available because they will contain important information about Launch Two, NuCube, and the Business

Combination. Investors will be able to obtain free copies of these documents through the website maintained by the SEC at www.sec.gov.

Participants

in Solicitation

NuCube

and Launch Two and their respective directors, managers and executive officers may be deemed under SEC rules to be participants in the

solicitation of proxies of Launch Two’s shareholders in connection with the Business Combination. Investors and security holders

may obtain more detailed information regarding the names and interests of Launch Two’s directors and officers in the Business Combination

in Launch Two’s filings with the SEC, including the IPO Prospectus. To the extent that holdings of Launch Two’s securities

have changed from the amounts reported in the IPO Prospectus, such changes have been or will be reflected on Statements of Change in

Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation

of proxies of Launch Two’s shareholders in connection with the Business Combination will be set forth in the proxy statement/prospectus

on Form S-4 for the Business Combination, which will be filed by Launch Two and NuCube with the SEC. Investors, shareholders and other

interested persons are urged to read the proxy statement/prospectus and other relevant documents that will be filed with the SEC carefully

and in their entirety when they become available because they will contain important information about the Business Combination. Investors,

shareholders and other interested persons will be able to obtain free copies of the proxy statement/prospectus and other documents containing

important information about NuCube and Launch Two through the website maintained by the SEC at www.sec.gov.

Offer or Solicitation

This

Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or a solicitation

of any proxy, vote, consent, or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation,

or sale would be unlawful. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities

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

NEITHER

THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE BUSINESS COMBINATION DESCRIBED HEREIN, PASSED UPON

THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION

IN THIS CURRENT REPORT ON FORM 8-K. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Forward-Looking Statements

This Current Report on Form

8-K contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the parties and

the Business Combination, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding

NuCube, Launch Two, the post-Business Combination company (the “Combined Company”), and statements regarding

the anticipated benefits and timing of the completion of the Business Combination, the assets held by NuCube and by Launch Two, advanced

nuclear energy, microreactor deployment, industrial power generation, AI data center energy demand and related energy infrastructure trends,

the anticipated business of the Combined Company, NuCube and the markets in which they operate, planned business strategies, including,

without limitation, NuCube’s plans to deploy its microreactor technologies to support industrial, manufacturing and data center

energy needs, plans and use of proceeds, objectives of management for future operations of NuCube, expected operating costs of the Combined

Company and its subsidiaries, the upside potential and opportunity for investors, the Combined Company and NuCube’s plan for value

creation and strategic advantages, market size and growth opportunities, regulatory conditions, competitive position and the interest

of other corporations in similar business strategies, technological and market trends, future financial condition and performance and

expected financial impacts of the Business Combination, the satisfaction of closing conditions to the Business Combination and the level

of redemptions of Launch Two’s public shareholders, and the parties’ respective or collective expectations, intentions, strategies,

assumptions, or beliefs about future events, results of operations, or performance or that do not solely relate to historical or current

facts. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,”

“anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,”

“potential,” “plan,” “may,” “should,” “will,” “would,” “will

be,” “will continue,” “will likely result,” and similar expressions; but this Current Report on Form 8-K

may include other forward-looking information and data that are not preceded by any of the foregoing words. 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.

Forward-looking statements

are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions

and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the

forward-looking statements in this Current Report on Form 8-K, including, but not limited to: the risk that the Business Combination may

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

Business Combination may not be completed by Launch Two’s business combination deadline or any extension thereto; the failure by

the parties to satisfy the conditions to the consummation of the Business Combination, including the approval of Launch Two’s shareholders;

the failure of the Combined Company to obtain or maintain the listing of its securities on the Nasdaq Stock Market or the New York Stock

Exchange after closing of the Business Combination; costs related to the Business Combination; changes in business, market, financial,

political and regulatory conditions; risks relating to NuCube’s or the Combined Company’s anticipated operations and business,

including, without limitation, NuCube’s plans to design, license, commercialize and deploy its microreactor technologies, including

the costs, timeline, regulatory approvals and risks associated therewith; risks related to increased competition in the industries in

which the Combined Company will operate; risks that after consummation of the Business Combination, the Combined Company may experience

difficulties managing its growth, expanding operations, or executing its strategies; risks relating to the licensing, regulatory approval,

construction, deployment and operation of advanced nuclear reactor technologies and related energy infrastructure; the outcome of any

potential legal proceedings that may be instituted against NuCube, Launch Two, or others following announcement of the Business Combination;

and those risk factors discussed in documents that NuCube or Launch Two filed, or will file, with the SEC.

The foregoing list of risk

factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the

“Risk Factors” section of the (i) final prospectus of Launch Two dated as of October 7, 2024 and filed by Launch Two with

the SEC on October 8, 2024 (the “IPO Prospectus”), (ii) the annual report on Form 10-K filed by Launch Two with

the SEC on March 27, 2026, (iii) a registration statement on Form S-4 that Launch Two and NuCube intend to file in connection with the

Business Combination, which will include a proxy statement of Launch Two, and other documents filed or to be filed by Launch Two and NuCube

from time to time with the SEC. These materials do or will identify and address other important risks and uncertainties that could cause

actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that

neither Launch Two nor NuCube presently knows or that Launch Two and NuCube currently believe are immaterial that could also cause actual

results to differ from those contained in the forward-looking statements.

Forward-looking statements

speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and none of the

parties or any of their representatives assumes any obligation and do not intend to update or revise these forward-looking statements,

whether as a result of new information, future events, or otherwise. None of the parties nor any of their representatives gives any assurance

that any of Launch Two, NuCube, or the Combined Company will achieve its expectations.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

2.1*†

Business Combination Agreement, dated as of June 25, 2026, by and among Launch Two Acquisition Corp., Tesseract Merger Sub Inc. and NuCube Energy, Inc.

10.1*†

Form of Company Support Agreement, dated as of June 25, 2026, by and among Launch Two Acquisition Corp., NuCube Energy, Inc. and the holders party thereto.

10.2†

Form of Lock-Up Agreement, dated as of June 25, 2026, by and among Launch Two Acquisition Corp. and the holders party thereto.

10.3†

Sponsor Support Agreement, dated as of June 25, 2026, by and among Launch Two Acquisition Corp., NuCube Energy, Inc. and Launch Two Sponsor LLC.

10.4†

Non-Competition and Non-Solicitation Agreement, dated as of June 25, 2026, by and between Launch Two Acquisition Corp. and Cristian Rabiti.

10.5†

Amendment to Insider Letter Agreement, dated as of June 25, 2026, by and between Launch Two Acquisition Corp., Launch Two Sponsor LLC and the other parties thereto.

10.6

Form of Amended and Restated Registration Rights Agreement.

104

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

The exhibits and schedules to this exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the SEC a copy of all omitted exhibits and schedules upon its request.

†

Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

SIGNATURE

Pursuant to the requirements

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

duly authorized.

Dated: June 30, 2026

Launch Two Acquisition Corp.

By:

/s/ James

J. McEntee, III

Name:

James J. McEntee, III

Title:

Chief Executive Officer

EX-2.1 — BUSINESS COMBINATION AGREEMENT, DATED AS OF JUNE 25, 2026, BY AND AMONG LAUNCH TWO ACQUISITION CORP., TESSERACT MERGER SUB INC. AND NUCUBE ENERGY, INC

EX-2.1

Filename: ea029604801ex2-1.htm · Sequence: 2

Exhibit

2.1

Execution

Copy

BUSINESS

COMBINATION AGREEMENT

and among

Launch

Two Acquisition Corp.,

SPAC,

Tesseract

Merger Sub Inc.,

as Merger Sub,

NuCube

Energy, Inc.,

as the Company,

James McEntee,

in the capacity as the SPAC Representative,

and

IdealabAZ,

Inc.

in the capacity as the Seller Representative.

Dated

as of June 25, 2026

TABLE

OF CONTENTS

page

MERGER

1.1.The Merger

1.2. Effective Time

1.3. Effect of the Merger

1.4. Governing Documents

1.5. Directors and Officers of the Surviving Subsidiary

1.6. Pre-Closing Company Exchanges

1.7. Domestication of SPAC

1.8. Merger Consideration

1.9. Effect of Merger on Issued Securities of

the Company and Merger Sub

1.10. Tax Consequences

1.11. Transfer Agent Matters

1.12. Closing Consideration Spreadsheet

1.13. Earnout

1.14. SPAC Minimum Cash

1.15. Taking of Necessary Action; Further Action

II.

CLOSING

2.1. Closing

III.

representations and warranties of SPAC

3.1. Organization and Standing

3.2. Authorization; Binding Agreement

3.3. Governmental Approvals

3.4. Non-Contravention

3.5. Capitalization

3.6. SEC Filings and SPAC Financials

3.7. Absence of Certain Changes

3.8. Compliance with Laws

3.9. Actions; Orders; Permits

3.10. Taxes and Returns

3.11. Employees and Employee Benefit Plans

3.12. Properties

3.13. Material Contracts

3.14. Transactions with Affiliates

3.15. Merger Sub Activities

3.16. Investment Company Act

3.17. Finders and Brokers

3.18. Certain Business Practices

3.19. SPAC Trust Account

3.20. Exclusivity of Representations

3.21. Information Supplied

IV.

representations and warranties of THE COMPANY

4.1. Organization and Standing

4.2. Authorization; Binding Agreement

4.3. Capitalization

4.4. Subsidiaries

4.5. Governmental Approvals

4.6. Non-Contravention

4.7. Financial Statements

4.8. Absence of Certain Changes

4.9. Compliance with Laws

4.10. Company Permits

4.11. Litigation

4.12. Material Contracts

4.13. Intellectual Property

4.14. Taxes and Returns

4.15. Real and Personal Property

4.16. Title to and Sufficiency of Assets

4.17. Employee Matters

4.18. Benefit Plans

4.19. Environmental Matters

4.20. Transactions with Related Persons

4.21. Insurance

4.22. Top Suppliers

4.23. Certain Business Practices

4.24. Privacy and Data Security

4.25. Investment Company Act

4.26. U.S. Nuclear Regulatory Matters

4.27. Finders and Brokers

4.28. Exclusivity of Representations

4.29. Information Supplied

COVENANTS

5.1. Access and Information

5.2. Conduct of Business of the Company

5.3. Conduct of Business of SPAC

5.4. Additional Financial Information

5.5. SPAC Public Filings

5.6. No Solicitation; Change in Recommendation

5.7. No Trading

5.8. Notification of Certain Matters

5.9. Efforts

5.10. Tax Matters

5.11. Further Assurances

5.12. The Registration Statement

5.13. Company Stockholder Meeting

5.14. Public Announcements

5.15. Confidential Information

5.16. Documents and Information

5.17. Post-Closing Board of Directors and Executive

Officers

5.18. Indemnification of Officers and Directors; Tail

Insurance

5.19. Trust Account Proceeds

5.20. Transaction Financing

VI.

Closing conditions

6.1. Conditions of Each Party’s Obligations

6.2. Conditions to Obligations of the Company

6.3. Conditions to Obligations of SPAC

6.4. Frustration of Conditions

VII.

TERMINATION AND EXPENSES

7.1. Termination

7.2. Effect of Termination

7.3. Fees and Expenses

VIII.

WAIVERS and releases

8.1. Waiver of Claims Against Trust

Ix.

MISCELLANEOUS

9.1. Notices

9.2. Binding Effect; Assignment

9.3. Third Parties

9.4. Governing Law; Jurisdiction

9.5. WAIVER OF JURY TRIAL

9.6. Specific Performance

9.7. Severability

9.8. Amendment

9.9. Waiver

9.10. Entire Agreement

9.11. Interpretation

9.12. Counterparts

9.13. Legal Representation

9.14. SPAC Representative

9.15. Seller Representative

DEFINITIONS

10.1. Certain Definitions

10.2. Section References

INDEX

OF SCHEDULES AND EXHIBITS

Schedule

Description

Schedule A

Earnout Participation

Schedule B

Post-Closing SPAC Board

Exhibit

Description

Exhibit A

Form of Company Support Agreement

Exhibit B

Form of Lock-Up Agreement

Exhibit C

Form of Sponsor Support Agreement

Exhibit D

Form of Non-Competition and

Non-Solicitation Agreement

Exhibit E

Form of Amended Registration

Rights Agreement

Exhibit F

Form of Insider Letter Amendment

Exhibit G

Form of Employment Agreement

Exhibit H

Form of Amended SPAC Charter

Exhibit I

Form of Amended and Restated

Bylaws of SPAC

Exhibit J

Form of Incentive Plan

Exhibit K

Form of Director Indemnification

Agreement

iii

BUSINESS

COMBINATION AGREEMENT

This Business Combination

Agreement (this “Agreement”) is made and entered into as of June 25, 2026, by and among (i) Launch Two Acquisition

Corp., a Cayman Islands exempted company (“SPAC”), (ii) Tesseract Merger Sub Inc., a Delaware

corporation and a wholly owned subsidiary of SPAC (“Merger Sub”), (iii) NuCube Energy, Inc., a Delaware

corporation (together with its successors, the “Company”), (iv) James McEntee, an individual, in the capacity

as the representative, from and after the Effective Time (as defined below), for SPAC’s shareholders as of immediately prior to

the Effective Time and their successors and assigns (other than the Company Stockholders (as defined below)) in accordance with the terms

and conditions of this Agreement (the “SPAC Representative”) and (v) IdealabAZ, Inc., a Delaware corporation,

in the capacity as the representative from and after the Effective Time for the Company Stockholders (as defined below) as of immediately

prior to the Effective Time in accordance with the terms and conditions of this Agreement (the “Seller Representative”).

SPAC, Merger Sub, the Company, the SPAC Representative and the Seller Representative are sometimes referred to herein individually as

a “Party” and, collectively, as the “Parties.”

RECITALS:

A. The

Company is in the business of developing and manufacturing 15 megawatt and below high-temperature solid state (i.e., using thermophotovoltaic

technology) nuclear fission modular microreactors (the “Company Business”);

B.  SPAC

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

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

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

C. Prior

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

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

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

and the applicable provisions of the DGCL (the “Domestication”);

D. Upon

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

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

E. The

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

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

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

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

transactions contemplated hereby, including the Domestication and the Merger (in case of the recommendation of the SPAC Board, the “SPAC

Board Recommendation”);

F. The

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

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

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

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

G. Contemporaneously

with the execution and delivery of this Agreement, SPAC has received voting and support agreements in the form attached as Exhibit

A hereto (collectively, the “Company Support Agreements”) signed by the Company and the Company Stockholders

listed on Schedule 1.1 hereto with respect to the Company Stock (as defined herein) held by them sufficient to approve the adoption

of this Agreement and approve the Merger and the other transactions contemplated by this Agreement;

H. Contemporaneously

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

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

I. Contemporaneously

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

sections of the Sponsor Support Agreement, the IPO Underwriter) have entered into a support and lockup agreement, a copy of which is

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

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

(ii) waive any anti-dilution or similar protection with respect to any SPAC Class B Ordinary Shares, and (iii) agree to forfeit, effective

as of the Closing and subject to certain conditions thereto, certain SPAC Class B Ordinary Shares and SPAC Private Warrants based on

the amount of certain Expenses incurred by SPAC;

J. Contemporaneously

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

in favor of SPAC and the Company with Cristian Rabiti, the form of which is attached as Exhibit D hereto (the “Non-Competition

Agreement”), which will become effective as of Closing;

K. Contemporaneously

with the Closing, SPAC, the Sponsor and certain Company Stockholders to be mutually agreed upon by the Company and SPAC, will execute

and deliver an amendment and restatement of the Founder Registration Rights Agreement, the form of which is attached as Exhibit E

hereto (the “Amended Registration Rights Agreement”), to, among other matters, provide such Company Stockholders

with registration rights that are substantially similar in all material respects to, and pari passu with, the registration rights of

the Sponsor pursuant to the Founder Registration Rights Agreement;

L. Contemporaneously

with the execution and delivery of this Agreement, SPAC and the Company have entered into an amendment to the letter agreement, dated

October 7, 2024, with the Sponsor and SPAC’s directors and officers, a copy of which is attached as Exhibit F hereto (the

“Insider Letter Amendment”), pursuant to which, effective as of the Closing, the post-Closing lock-up period

applicable to the SPAC Class A Common Stock issued in exchange for the Founder Shares pursuant to this Agreement will be reduced from

one (1) year to 180 days and allows for early release from the lock-up restrictions upon the closing price of the SPAC Common Stock reaching

$12.50 for any 20 trading days within any 30 trading days following the Closing;

M. Contemporaneously

with the execution and delivery of this Agreement, the Company has entered into an employment agreement with its chief executive officer,

a copy of which is attached as Exhibit G hereto (the “Employment Agreement”), which will become effective

as of Closing;

N. For

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

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

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

O. Certain

capitalized terms used herein are defined in ‎Article X hereof.

NOW,

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

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

the Parties hereto agree as follows:

Article

MERGER

1.1 The

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

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

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

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

to as the “Surviving Subsidiary”; provided that references to the Company for periods after the Effective

Time shall include the Surviving Subsidiary.

1.2 Effective

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

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

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

of Merger, being the “Effective Time”).

1.3 Effect

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

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

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

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

including in each case the rights and obligations of each such Party under this Agreement and the Ancillary Documents from and after

the Effective Time.

1.4 Governing

Documents. The Company Charter shall, in accordance with the terms thereof and the DGCL, be amended and restated in its entirety

to read in the form of the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, except that

the name of the Surviving Subsidiary shall be “NuCube Energy, Inc.”, and the incorporator provision shall be deleted, as

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

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

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

the name of the Surviving Subsidiary shall be “NuCube Energy, Inc.”, until thereafter amended in accordance with the terms

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

1.5 Directors

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

shall be the board of directors and executive officers of SPAC, after giving effect to Section ‎5.17, each to hold office

in accordance with the Organizational Documents of the Surviving Subsidiary until their successors are duly elected or appointed and

qualified or their earlier death, resignation, or removal.

1.6 Pre-Closing

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

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

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

1.7 Domestication

of SPAC . Subject to the receipt of the approval by way of special resolution passed by the holders of SPAC Class B Ordinary Shares

entitled to vote thereon in accordance with SPAC’s Organizational Documents, prior to the Effective Time, SPAC shall cause the

Domestication to become effective, including by (a) filing with the Secretary of State of the State of Delaware a certificate of domestication

with respect to the Domestication, in form and substance reasonably acceptable to both SPAC and the Company (the “Certificate

of Domestication”), together with the certificate of incorporation of SPAC, and (b) completing and making and procuring

all those filings required to be made with the Cayman Islands Registrar in connection with the Domestication, including a certificate

of de-registration from the Cayman Islands Registrar. The Domestication shall become effective at the time when the Certificate of Domestication

has been duly filed with the Secretary of State for the State of Delaware or at such later time as may be agreed by SPAC and the Company

in writing and set forth in the Certificate of Domestication (the “Domestication Effective Time”). At the Domestication

Effective Time, by virtue of the Domestication and without any action on the part of SPAC or any holder of SPAC Securities, all of the

then-issued and outstanding SPAC Securities shall be exchanged for or converted into substantially identical securities of SPAC as a

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

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

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

1.8 Merger

Consideration. The purchase price to be paid by SPAC in consideration of the Merger and the Transactions to the Company Security

Holders equals (a) Five Hundred Million U.S. Dollars ($500,000,000) minus (b) the excess (if any) of (x) the Company’s Expenses

over (y) the Expense Threshold (the “Purchase Price”). The Purchase Price is payable to the Company Security

Holders as provided in Section 1.9, with (i) each Company Stockholder receiving, for each share of Company Common Stock then held

(after giving effect to the Preferred Conversion, but excluding any Company Securities described in Section ‎1.9(b)), a number

of shares of SPAC Common Stock equal to the Exchange Ratio, (ii) each holder of Company Options receiving for such holder’s Company

Options then held, Assumed Options, and (iii) each holder of Company Warrants receiving for such holder’s Company Warrants

then held, the Assumed Warrants (together, (i), (ii) and (iii) being the “Merger Consideration”). For the avoidance

of doubt, in no event shall the Merger Consideration (calculated using the Reference Price) exceed the Purchase Price.

1.9 Effect

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

on the part of any Party or the holders of any Company Securities or the holders of any shares of capital stock of SPAC or Merger Sub:

(a) Company

Stock. At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other

than any Excluded Securities described in Section ‎1.9(c) below) will be cancelled and cease to exist in exchange for the

right to receive a number of shares of SPAC Common Stock equal to the Exchange Ratio as described in Section ‎1.8. Any

fractional share of SPAC Common Stock that would otherwise be issued to a Company Stockholder, after aggregating all such shares of SPAC

Common Stock to be issued to such Company Stockholder in the Merger, shall be rounded up to the nearest whole share. As of the Effective

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

under applicable Law.

(b) Company

SAFEs. Each Company SAFE that remains outstanding immediately prior to the Effective Time, pursuant to its terms, will be canceled

and automatically deemed for all purposes to represent the right to receive a number of shares of Company Common Stock equal to (x) the

Exchange Ratio multiplied by (y) the number of shares of Company Common Stock (on an as-converted basis) subject to such Company

SAFE.

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

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

the “Excluded Securities”) shall be canceled and shall cease to exist without any conversion thereof or payment

therefor.

(d) Company

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

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

Assumed Option will be subject to the terms and conditions set forth in the Company Equity Plan and any applicable individual award agreement

(except any references therein to the Company or Company Common Stock will instead mean SPAC and SPAC Common Stock, respectively). Each

Assumed Option shall: (i) have the right to acquire a number of shares of SPAC Common Stock equal to (as rounded down to the nearest

whole number) the product of (A) the number of shares of Company Common Stock which the Company Option had the right to acquire immediately

prior to the Effective Time, multiplied by (B) the Exchange Ratio; (ii) have an exercise price equal to (as rounded up to the nearest

whole cent) the quotient of (A) the exercise price of the Company Option (in U.S. Dollars), divided by (B) the Exchange Ratio; and (iii)

otherwise be subject to the same terms, conditions, vesting schedule and other provisions as the applicable Company Option. Notwithstanding

anything herein to the contrary, the per share exercise price and the number of shares of SPAC Common Stock purchasable pursuant to each

Assumed Option shall be determined in a manner consistent with the requirements of Sections 409A and 424 of the Code, as applicable.

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

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

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

(e) Company

Warrants. Each Company Warrant that is outstanding and unexercised immediately prior to the Effective Time shall be assumed by SPAC

and automatically converted into a warrant for shares of SPAC Common Stock (each, an “Assumed Warrant”). Each

Assumed Warrant shall: (i) have the right to acquire a number of shares of SPAC Common Stock equal to (as rounded down to the nearest

whole number) the product of (A) the number of shares of Company Common Stock subject to such Company Warrant, multiplied by (B) the

Exchange Ratio; (ii) have an exercise price equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price

of the Company Warrant (in U.S. Dollars), divided by (B) the Exchange Ratio; and (iii) be subject to the same terms and conditions (including

as to vesting and exercisability) as the applicable Company Warrant. SPAC shall take all corporate action necessary to reserve for future

issuance, and shall maintain such reservation for so long as any of the Assumed Warrants remain outstanding, a sufficient number of shares

of SPAC Common Stock for delivery upon the exercise of such Assumed Warrant.

(f) Other

Company Convertible Securities. Any other Company Convertible Security other than Company Options, Company Warrants or Company SAFEs,

if not exercised or converted prior to the Effective Time, shall be cancelled, retired and terminated and cease to represent a right

to acquire, be exchanged for or convert into shares of Company Common Stock.

(g) Merger

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

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

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

1.10 Tax

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

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

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

1.11 Transfer

Agent Matters.

(a) Appointment

of Transfer Agent. At least three Business Days prior to the Closing Date, SPAC shall appoint a transfer agent reasonably acceptable

to the Company (the “Transfer Agent”) (it being understood and agreed that Continental Stock Transfer &

Trust Company, or any of its Affiliates, shall be deemed to be acceptable to the Company) on terms and conditions reasonably acceptable

to SPAC and the Company for the purposes of issuing the SPAC Common Stock to be issued as part of the Merger Consideration to the Company

Stockholders pursuant to ‎Section ‎1.8. SPAC and the Company shall, and shall cause its Representatives to, reasonably

cooperate with the Transfer Agent in connection with the covenants and agreements in this ‎Section ‎1.11, including the

provision of any information, or the entry into any agreements or documentation, necessary or advisable, as determined in good faith

by SPAC, or otherwise required by the Transfer Agent to fulfill its duties as the Transfer Agent in connection with the Transactions.

(b) Transfer

Agent Procedures. At the Effective Time, SPAC shall, or shall cause the Transfer Agent to, issue the SPAC Common Stock to be issued

as part of the Merger Consideration to the record holders of Company Common Stock (after giving effect to the Preferred Conversion) entitled

to receive the same in book-entry form. All SPAC Common Stock issued in accordance with this ‎Section ‎1.11(b) shall

be deemed to have been issued in full satisfaction of all rights pertaining to the Company Common Stock, and there shall be no further

registration of transfers on the records of the Surviving Subsidiary of the Company Common Stock that was outstanding immediately prior

to the Effective Time. If, after the Effective Time, shares of Company Common Stock are presented to SPAC or the Surviving Subsidiary

for any reason, they shall be cancelled and exchanged as provided in this ‎Section ‎1.11(b).

1.12 Closing

Consideration Spreadsheet.

(a) At

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

Spreadsheet”), prepared by the Company in good faith and detailing or, if not then yet known, estimating the following,

in each case, as of immediately prior to the Effective Time:

(i) the

number of outstanding shares of Company Preferred Stock and Company Common Stock;

(ii) the

exercise price and number of shares of Company Common Stock issuable pursuant to outstanding Company Options;

(iii) the

exercise price and number and series or class of shares of Company Stock issuable pursuant to each of the Company Warrants;

(iv) the

aggregate amount of, and a list of, the Company’s Expenses as of the Closing;

(v) detailed

calculations of (A) the Fully Diluted Company Shares, (B) the Merger Consideration, (C) the Exchange Ratio, (D) the number of shares

of SPAC Common Stock to be issued in exchange for shares of Company Stock in the Merger, (E) the respective exercise prices and number

of shares of SPAC Common Stock subject to each Assumed Option and (F) the respective exercise prices and number of shares of SPAC Common

Stock subject to each Assumed Warrant;

(vi) each

Company Security Holder’s Pro Rata Share; and

(vii) an

updated Schedule A setting forth each Company Stockholder’s Earnout Participation, and the number of shares of SPAC Common

Stock subject thereto, based on the Exchange Ratio.

The

contents of the Closing Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment

by SPAC, but the Company shall, in all events, remain solely responsible for the contents of the Closing Consideration Spreadsheet. If

any information in the Closing Consideration Spreadsheet is estimated, then at least one Business Day prior to the Closing, the Company

shall deliver an updated Closing Consideration Spreadsheet accompanied by a certificate of a duly authorized officer of the Company to

the effect that the information contained in such Closing Consideration Spreadsheet is complete and accurate in all material respects.

The parties hereto agree that SPAC and Transfer Agent shall be entitled to rely on the Closing Consideration Spreadsheet in issuing SPAC

Common Stock in accordance with this ‎Article I.

1.13 Earnout.

(a) At

or prior to the Closing, the SPAC Representative, the Seller Representative and Continental Stock Transfer & Trust Company (or such

other escrow agent mutually acceptable to SPAC and the Company), as escrow agent (the “Escrow Agent”), shall

enter into an escrow agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to SPAC and the Company

(the “Escrow Agreement”), pursuant to which SPAC shall issue in the name of the Company Stockholders 12,575,000

shares of SPAC Common Stock, which shares shall be subject to forfeiture in whole if a Triggering Event does not occur within the time

period specified herein and in part as set forth on Schedule A attached hereto, and which shares shall be equitably adjusted for

stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of

shares or other like change or transaction with respect to SPAC Common Stock occurring after the Closing (as adjusted, the “Earnout

Shares”). SPAC shall deposit such Earnout Shares with the Escrow Agent to be held, along with any other dividends, distributions

or other income on such Earnout Shares (together with such Earnout Shares, the “Escrow Property”), in a segregated

escrow account (the “Escrow Account”) and disbursed therefrom in accordance with the terms of this Section

‎1.13 and the Escrow Agreement. The Company Stockholders shall be shown as registered owners of such Earnout Shares on

the books and records of SPAC, and subject to any limitations set forth in this Section ‎1.13, shall be entitled

to exercise voting rights and to receive dividends (if declared) with respect to such Earnout Shares (other than non-taxable stock dividends,

which shall be included as part of the Escrow Property). The Escrow Property shall be allocated among and transferred to the Company

Stockholders pro rata based on their respective Pro Rata Share (subject to adjustment as set forth on Schedule A attached hereto,

each such Company Stockholder’s “Earnout Participation”) as additional consideration from SPAC based

on the performance of the SPAC Common Stock during the three-year period after the Closing (the “Earnout Period”)

in accordance with this Section ‎1.13, which Earnout Participation shall be payable to such Company Stockholders

in the form of Earnout Shares and any related dividends, distributions or other income thereon.

(b) In

the event that the VWAP of the SPAC Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations

and recapitalizations and similar transactions after the Closing) (the “Share Price Target”) for at least 20

of 30 consecutive Trading Days during the Earnout Period (the “Triggering Event”), then, subject to the terms

and conditions of this Agreement, each Company Stockholder in whose name Earnout Shares are issued shall be entitled to receive from

the Escrow Account such Company Stockholder’s Earnout Participation of the Escrow Property.

the foregoing, if a Change of Control of SPAC occurs during the Earnout Period and the value of the implied per share consideration to

be received by holders of SPAC Common Stock in such transaction is above the Share Price Target, then, immediately prior to the consummation

of such Change of Control, to the extent not previously distributed, and subject to the terms and conditions of this Agreement, each

Company Stockholder in whose name Earnout Shares are issued shall be entitled to receive from the Escrow Account such Company Stockholder’s

Earnout Participation of the Escrow Property.

(d) If

the Share Price Target is satisfied, within five Business Days after the satisfaction of the Share Price Target, SPAC’s Chief Financial

Officer shall prepare and deliver to the Seller Representative and the SPAC Representative a written statement (each, an “Earnout

Statement”) setting forth (i) the satisfaction of the Share Price Target and (ii) each Company Stockholder’s Earnout

Participation (calculated in accordance with Schedule A attached hereto). Within three Business Days following delivery of such

Earnout Statement, the Seller Representative and the SPAC’s Chief Financial Officer shall provide the Escrow Agent with joint written

instructions to release the applicable Escrow Property to the Company Stockholders as set forth in such updated Schedule A and, if applicable,

to deliver any such forfeited shares to SPAC, to be cancelled by SPAC. In the event that the Share Price Target is not achieved during

the Earnout Period, there shall be no disbursements of Escrow Property from the Escrow Account and all of the Earnout Shares shall be

delivered from the Escrow Account to SPAC, to be cancelled by SPAC.

(e) Any

payment made pursuant to this Section ‎1.13, including, for the avoidance of doubt, payments from the Escrow Account,

shall be treated as an adjustment to the Merger Consideration by the Parties for Tax purposes, unless otherwise required by a change

in applicable Tax Law.

(f) If

there is a determination in accordance with this Section ‎1.13 that the Company Stockholders in whose names Earnout

Shares are issued are entitled to receive the Escrow Property for having achieved the Share Price Target (such date, the “Escrow

Determination Date”), then (i) 50% of the Escrow Property will be released from escrow 90 days after the Escrow Determination

Date and the Escrow Agent will transfer and deliver such shares to the Company Stockholders within five Business Days following such

90-day period, with each such Company Stockholder receiving such Company Stockholder’s Earnout Participation of such Escrow Property,

and (ii) the remaining 50% of the Escrow Property will be released from escrow 180 days after the Escrow Determination Date and the Escrow

Agent will transfer and deliver such shares to the Company Stockholders within five Business Days following such 180-day period, with

each such Company Stockholder receiving such Company Stockholder’s Earnout Participation of such Escrow Property. For the avoidance

of doubt, any potential Change of Control transaction may not be consummated unless and until there is a final determination in accordance

with this Section ‎1.13 regarding whether such Company Stockholders are entitled to receive any Escrow Property, and

if such Company Stockholders are entitled to receive any Escrow Property, then such Escrow Property shall be delivered to such Company

Stockholders in connection with the consummation of such Change of Control transaction (and not subject to the foregoing 90-day and 180-day

release periods).

1.14 SPAC

Minimum Cash.

(a) At

least three Business Days prior to the Closing, SPAC shall deliver to the Company written notice (the “SPAC Minimum Cash

Notice”) prepared by SPAC in good faith detailing or, if not then yet known, estimating the following, in each case, as

of immediately prior to the Effective Time: (i) the aggregate amount of, and a list of, SPAC’s Expenses as of the Closing, and

(ii) the number and class of SPAC Securities to be issued pursuant to the Transaction Financing, if any. The contents of the SPAC Minimum

Cash Notice delivered by SPAC hereunder shall be subject to reasonable review and comment by the Company.

(b) If

any information in the SPAC Minimum Cash Notice is estimated, then at least one Business Day prior to the Closing, SPAC shall deliver

an updated SPAC Minimum Cash Notice accompanied by a certificate of a duly authorized officer of SPAC to the effect that the information

contained in such SPAC Minimum Cash Notice is complete and accurate in all material respects.

1.15 Taking

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

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

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

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

Article

CLOSING

2.1 Closing.

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

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

counsel to SPAC, 1345 Avenue of the Americas, New York, NY 10105, on a date and at a time to be agreed upon by SPAC and the Company,

which date shall be no later than the third Business Day after all the Closing conditions to this Agreement have been satisfied or waived,

or at such other date, time or place (including remotely) as SPAC and the Company may agree (the date and time at which the Closing is

actually held being the “Closing Date”).

Article

III

REPRESENTATIONS AND WARRANTIES OF SPAC

Except

as set forth in (i) the disclosure schedules delivered by SPAC to the Company on the date hereof (the “SPAC Disclosure Schedules”),

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

Reports that are available on the SEC’s website through the SEC’s Electronic Data Gathering Analysis and Retrieval system

database (“EDGAR”), SPAC represents and warrants to the Company, as follows:

3.1 Organization

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

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

SPAC and Merger Sub has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business

as now being conducted. Each of SPAC and Merger Sub is duly qualified or licensed and in good standing to do business in each jurisdiction

in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification

or licensing necessary, except where the failure to be so qualified or licensed or in good standing can be cured without material cost

or expense. SPAC and Merger Sub have heretofore made available to the Company accurate and complete copies of their respective Organizational

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

3.2 Authorization;

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

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

the transactions contemplated hereby and thereby, subject to obtaining the Required SPAC Shareholder Approval. The execution and delivery

of this Agreement and each Ancillary Document to which SPAC is a party and the consummation of the transactions contemplated hereby and

thereby (a) have been duly and validly authorized by the SPAC Board and (b) other than the Required SPAC Shareholder Approval, no

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

the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated

hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which Merger Sub is a party and the consummation

of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate or other organizational

action and no other corporate or organizational actions or proceedings, other than as set forth elsewhere in the Agreement, on the part

of Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which Merger Sub

is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to

which SPAC or Merger Sub is a party shall be when delivered, duly and validly executed and delivered by SPAC or Merger Sub and, assuming

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

constitutes, or when delivered shall constitute, the valid and binding obligation of SPAC or Merger Sub, enforceable against SPAC or

Merger Sub in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency,

reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally

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

relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought

(collectively, the “Enforceability Exceptions”).

3.3 Governmental

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

with the execution, delivery or performance by SPAC or Merger Sub of this Agreement and each Ancillary Document to which it is a party

or the consummation by SPAC or Merger Sub of the transactions contemplated hereby and thereby, other than (a) pursuant to Antitrust Laws,

(b) such filings as contemplated by this Agreement, (c) any filings required with Nasdaq or the SEC with respect to the transactions

contemplated by this Agreement, and (d) applicable requirements, if any, of the Securities Act, the Exchange Act, and/or any state “blue

sky” securities Laws, and the rules and regulations thereunder.

3.4 Non-Contravention.

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

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

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

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

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

Authorities referred to in Section ‎3.3 hereof, and the waiting periods referred to therein having expired, and any condition

precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to SPAC or Merger

Sub or any of their properties or assets, or (d) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an

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

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

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

of any Lien upon any of the properties or assets of SPAC or Merger Sub under, (viii) give rise to any obligation to obtain any third-party

Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate,

chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit,

obligation or other term under, any of the terms, conditions or provisions of, any SPAC Material Contract, except for any deviations

from any of the foregoing clauses (c) or (d) that would not reasonably be expected to have a Material Adverse Effect on SPAC or Merger

Sub.

3.5 Capitalization.

(a) SPAC’s

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

Shares, of which 23,000,000 SPAC Class A Ordinary Shares are issued and outstanding as of the date of this Agreement, and 50,000,000

SPAC Class B Ordinary Shares, of which 5,750,000 SPAC Class B Ordinary Shares are issued and outstanding as of the date of this Agreement,

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

and outstanding SPAC Securities are duly authorized, validly issued, fully paid and non-assessable and are not subject to or issued in

violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision

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

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

to issue 1,000 shares of common stock of Merger Sub, all of which are issued and outstanding, and all of which are owned by SPAC. Prior

to giving effect to the Merger, other than Merger Sub, SPAC does not have, and has not had, any Subsidiaries or own any equity interests

in any other Person.

(b) Except

as set forth on Schedule ‎3.5(b) there are no (i) outstanding options, warrants, puts, calls, convertible securities,

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

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

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

obligating SPAC to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options or

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

option, warrant, call, subscription or other right, agreement, arrangement or commitment for such capital shares. Other than the Redemption

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

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

Except as set forth on Schedule ‎3.5(b), there are no shareholders agreements, voting trusts or other agreements or understandings

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

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

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

SPAC to grant any Lien on its properties or assets.

(d) Since

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

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

has not authorized any of the foregoing.

3.6 SEC

Filings and SPAC Financials.

(a) SPAC,

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

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

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

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

Except to the extent available on the SEC’s website through EDGAR, SPAC has delivered to the Company copies in the form filed with

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

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

reports to disclose its quarterly financial results as required, (iii) all other forms, reports, registration statements, prospectuses

and other documents (other than preliminary materials) filed by SPAC with the SEC since the beginning of the first fiscal year referred

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

and (iii) above, whether or not available through EDGAR, are, collectively, the “SEC Reports”) and (iv) all

certifications and statements required by (A) Rules 13a-14 or 15d-14 under the Exchange Act, and (B) 18 U.S.C. §1350 (Section 906

of SOX) with respect to any report referred to in clause (i) above (collectively, the “Public Certifications”).

As of their respective dates, the SEC Reports (x) were prepared in all material respects in accordance with the requirements of the Securities

Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (y) did not, as of their respective effective

dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and at the

time they were filed with the SEC (in the case of all other SEC Reports) contain any untrue statement of a material fact or omit to state

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

under which they were made, not misleading, and the Public Certifications were each true as of their respective filing dates. As used

in this Section ‎3.6, the term “file” shall be broadly construed to include any manner permitted by the SEC’s

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

of this Agreement, (A) SPAC Public Units, SPAC Class A Ordinary Shares, and SPAC Public Warrants are listed on Nasdaq, (B) SPAC

has not received any written deficiency notice from Nasdaq relating to the continued listing requirements of such SPAC Securities, (C)

there are no Actions pending or, to the Knowledge of SPAC, threatened against SPAC by the Financial Industry Regulatory Authority or

Nasdaq with respect to any intention by such entity to suspend, prohibit or terminate the quoting of such SPAC Securities on Nasdaq and

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

(b) SPAC

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

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

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

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

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

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

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

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

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

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

(d) Except

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

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

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

been incurred since SPAC’s formation in the ordinary course of business. SPAC has no off-sheet balance sheet arrangements.

(e) There

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

Act) or director of SPAC.

3.7 Absence

of Certain Changes. As of the date of this Agreement, except as set forth on Schedule ‎3.7, SPAC has, (a) since its

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

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

the Target Companies and the negotiation and execution of this Agreement) and related activities and (b) since December 31, 2025 through

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

3.8 Compliance

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

except for such noncompliance which would not reasonably be expected to be, individually or in the aggregate, material to SPAC or the

ability of SPAC to perform its obligations under this Agreement or the Ancillary Documents to which it is or is required to be a party

or otherwise bound, and SPAC has not received written notice alleging any violation of applicable Law in any material respect by SPAC.

3.9 Actions;

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

be expected to be, individually or in the aggregate, material to SPAC or the ability of SPAC to perform its obligations under this Agreement

or the Ancillary Documents to which it is or is required to be a party or otherwise bound. There is no material Action that SPAC has

pending against any other Person. SPAC is not subject to any material Orders of any Governmental Authority, nor are any such Orders pending.

SPAC holds all material Permits necessary to lawfully conduct its business as presently conducted, and to own, lease and operate its

assets and properties, all of which are in full force and effect, except where the failure to hold such Consent or for such Consent to

be in full force and effect would not reasonably be expected to be, individually or in the aggregate, material to SPAC or the ability

of SPAC to perform its obligations under this Agreement or the Ancillary Documents to which it is or is required to be a party or otherwise

bound.

3.10 Taxes

and Returns.

(a) SPAC

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

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

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

in accordance with GAAP. Schedule ‎3.10(a) sets forth each jurisdiction where SPAC files or is required to file a Tax Return.

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

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

adequate reserves in SPAC Financials have been established in accordance with GAAP or are immaterial in amount). There are no Liens with

respect to any Taxes upon any of SPAC’s assets, other than Permitted Liens. SPAC has no outstanding waivers or extensions of any

applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by SPAC for any extension

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

(b) Since

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

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

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

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

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

3.11 Employees

and Employee Benefit Plans. SPAC does not (a) now have, nor at any time previously has had, any paid employees or other service providers,

or (b) have any obligation to maintain, sponsor or contribute to after the Closing, or otherwise have any Liability that will survive

the Closing under, any Benefit Plans. The consummation of the Transactions will not: (i) entitle any individual to severance pay, unemployment

compensation or other benefits or compensation, (ii) accelerate the time of payment, funding or vesting, or increase the amount of any

compensation due, or in respect of, any individual, or (iii) result in or satisfy a condition to the payment of compensation that would,

in combination with any other payment, result in an “excess parachute payment” within the meaning of Section 280G of the

Code.

3.12 Properties.

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

lease any, nor are there any options or other contracts under which SPAC has an obligation to acquire or lease any interest in, any material

real property or material Personal Property.

3.13 Material

Contracts.

(a) Except

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

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

than $100,000 individually (each, a “SPAC Material Contract”).

(b) With

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

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

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

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

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

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

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

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

under any SPAC Material Contract.

3.14 Transactions

with Affiliates. Schedule ‎3.14 sets forth a true, correct and complete list of the Contracts and arrangements that are

in existence as of the date of this Agreement under which there are any existing or future Liabilities or obligations between SPAC and

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

or (b) record or beneficial owner of more than ten percent of SPAC’s outstanding share capital as of the date hereof.

3.15 Merger

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

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

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

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

by any Contract.

3.16 Investment

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

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

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

3.17 Finders

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

finder’s or other fee or commission from SPAC, the Target Companies or any of their respective Affiliates in connection with the

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

3.18 Certain

Business Practices.

(a) Neither

SPAC, nor, to the Knowledge of SPAC, any of its Representatives acting on its behalf, has (i) used any funds for unlawful contributions,

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

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

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

(iv) since the formation of SPAC, directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material

amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder SPAC or assist

it in connection with any actual or proposed transaction.

(b) The

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

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

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

SPAC, threatened.

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

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

administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), the U.S. Department

of State, or other applicable Governmental Authority; (ii) organized, resident, or located in, or a national of, a comprehensively sanctioned

country; or (iii) in the aggregate, 50% or greater owned, directly or indirectly, or otherwise controlled, by a person identified in

(i) or (ii); and SPAC has not, directly or indirectly, used any funds, or loaned, contributed or otherwise made available such funds

to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in any other country sanctioned

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

administered by OFAC or the U.S. Department of State in the last five fiscal years.

3.19 SPAC

Trust Account. As of March 31, 2026, the Trust Account had a balance of $245,507,612. Such monies are invested solely in U.S. “government

securities” within the meaning of Section 2(a)(16) of the Investment Company Act or money market funds meeting certain conditions

under Rule 2a-7 promulgated under the Investment Company Act, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust

Agreement is valid and in full force and effect and enforceable in accordance with its terms (subject to the Enforceability Exceptions)

and has not been amended or modified. SPAC has complied in all material respects with the terms of the Trust Agreement and is not in

material breach thereof or material default thereunder and there does not exist under the Trust Agreement any event which, with the giving

of notice or the lapse of time, would constitute such a material breach or material default by SPAC or, to the Knowledge of SPAC, by

the Trustee. There are no separate contracts, agreements, side letters or other agreements or understandings (whether written or unwritten,

express or implied) between SPAC and the Trustee that would cause the description of the Trust Agreement in the SEC Reports to be inaccurate

in any material respect and/or that would entitle any Person (other than the underwriters of the IPO, Public Shareholders who shall have

elected to redeem their SPAC Class A Ordinary Shares pursuant to SPAC’s Organizational Documents (or in connection with an extension

of SPAC’s deadline to consummate a Business Combination) or Governmental Authorities for Taxes) to any portion of the proceeds

in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except as described in the Trust

Agreement and the IPO Prospectus. There are no Actions pending or, to the Knowledge of SPAC, threatened with respect to the Trust Account.

3.20 Exclusivity

of Representations.

(a) Except

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

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

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

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

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

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

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

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

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

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

or not included in any management presentation.

(b) SPAC,

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

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

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

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

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

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

financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects

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

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

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

3.21

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

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

Governmental Authority or stock exchange with respect to the transactions contemplated by this Agreement or any Ancillary Documents;

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

with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified

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

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

of the circumstances under which they are made, not misleading (provided that if such information is revised by any subsequently

filed amendment or supplement to the Registration Statement prior to the time the Registration Statement is declared effective by the

SEC, this Section ‎3.21 shall solely refer to the time of such subsequent revision or supplement). None of the information

supplied or to be supplied by SPAC expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing

Filing, the Closing Press Release and the Closing Filing will, when filed or distributed, as applicable, contain any untrue statement

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

in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, SPAC makes no representation,

warranty or covenant with respect to any information supplied by or on behalf of the Target Companies or its Affiliates.

Article

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except

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

the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, the Company hereby

represents and warrants to SPAC, as follows:

4.1 Organization

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

corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each Subsidiary

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

of organization and has all requisite corporate or limited liability company power and authority, as applicable, to own, lease and operate

its properties and to carry on its business as now being conducted. Each Target Company is duly qualified or licensed and in good standing

in the jurisdiction in which it is incorporated or registered and in each other jurisdiction where it does business or operates to the

extent that the character of the property owned, or leased or operated by it or the nature of the business conducted by it makes such

qualification or licensing necessary. Schedule ‎4.1 lists all jurisdictions in which any Target Company is qualified

to conduct business and all names other than its legal name under which any Target Company does business. The Company has provided to

SPAC accurate and complete copies of its Organizational Documents and the Organizational Documents of each of its Subsidiaries, each

as amended to date and as currently in effect. No Target Company is in violation of any provision of its Organizational Documents.

4.2 Authorization;

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

Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate

the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery

of this Agreement and each Ancillary Document to which the Company is or is required to be a party and the consummation of the transactions

contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s board of directors in accordance with

the Company Charter, any other applicable Law or any Contract to which the Company or any of its equity holders is a party or by which

it or its securities are bound and (b) other than the Required Company Stockholder Approval, no other corporate proceedings on the part

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

or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the

Company is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered by the Company and

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

and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Company, enforceable against

the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions

duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated

hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger

and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted

to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company’s stockholders adopt this Agreement.

The Company Support Agreements delivered by the Company include holders of shares of Company Stock representing at least the Required

Company Stockholder Approval, and such Company Support Agreements are in full force and effect.

4.3 Capitalization.

(a) The

Company is authorized to issue (i) 35,000,000 shares of Company Common Stock, of which 1,604,250 shares are issued and outstanding, and

(ii) 28,879,428 shares of Company Preferred Stock, of which the Company has designated (A) 7,500,000 shares as Pre-Seed 1 Preferred

Stock, all of which are currently issued and outstanding, (B) 5,139,153 shares as Series Seed Preferred Stock, all of which are

currently issued and outstanding, (C) 850,145 shares as Series A-1 Preferred Stock, 829,829 of which are currently issued and outstanding,

(D) 722,353 shares as Series A-2 Preferred Stock, 668,846 of which are currently issued and outstanding and (E) 14,667,777

shares as Series A-3 Preferred Stock, all of which are currently issued and outstanding. Prior to giving effect to the transactions contemplated

by this Agreement, all of the issued and outstanding Company Stock, Company Convertible Securities and other equity interests of the

Company are set forth on Schedule ‎4.3(a), along with the beneficial and record owners thereof, all of which shares and other

equity interests are owned free and clear of any Liens other than those imposed under the Company Charter. All of the outstanding shares

and other equity interests of the Company have been duly authorized, are fully paid and non-assessable and were not issued in violation

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

DGCL, any other applicable Law, the Company Charter or any Contract to which the Company is a party or by which it or its securities

are bound. The Company holds no shares or other equity interests of the Company in its treasury. None of the outstanding shares or other

equity interests of the Company were issued in violation of any applicable securities Laws.

(b) The

Company has no outstanding Company SAFEs. Each Company SAFE was evidenced by a simple agreement for future equity in substantially the

forms previously made available to SPAC, and no Company SAFE was subject to terms that are materially different from those set forth

in such forms. Each Company SAFE was validly issued or granted, properly approved by the Company’s board of directors (or appropriate

committee thereof), and issued or granted in compliance with all applicable Laws.

Company has reserved 2,131,278 shares of Company Common Stock for issuance to officers, directors, employees and consultants of the Company

pursuant to the Company Equity Plan, which was duly adopted by the Company’s board of directors and approved by the Company’s

stockholders, and of such shares of Company Common Stock reserved for issuance under the Company Equity Plan, 2,010,223 of such shares

are reserved for issuance upon exercise of currently outstanding Company Options, 11,250 of such shares are currently issued and outstanding

that were issued upon exercise of Company Options previously granted under the Company Equity Plan, and 109,805 shares remain available

for future awards permitted under the Company Equity Plan. The Company has furnished to SPAC complete and accurate copies of the Company

Equity Plan and forms of agreements used thereunder. Schedule ‎4.3(c) sets forth the beneficial and record owners of all outstanding

Company Equity Awards and any other awards made under the Company Equity Plan (including the grant date, number and type of shares issuable

thereunder, the exercise price, the expiration date and any vesting schedule). Other than the Company Equity Plan, the Company has not

granted compensatory equity, phantom equity or equity-linked rights under any other plan or arrangement.

(d) The

Company has reserved 977,444 shares of Company Common Stock for issuance upon exercise of Company Warrants. Schedule ‎4.3(d)

sets forth the beneficial and record owners of all outstanding Company Warrants (including the issuance date, number and type of shares

issuable thereunder, the exercise price and the expiration date).

(e) Other

than the Company Preferred Stock, Company Options, Company Warrants and Company SAFEs, there are no Company Convertible Securities outstanding,

or preemptive rights or rights of first refusal or first offer, nor are there any Contracts, commitments, arrangements or restrictions

to which the Company or any of its equity holders is a party or bound relating to any equity securities of the Company, whether or not

outstanding. There are no issued, reserved for issuance, outstanding or authorized option, restricted unit award, restricted interest

award, profits interest, profit participation, equity appreciation, phantom equity, or equity-based award or similar rights with respect

to the Company. Other than as set forth on Schedule ‎4.3(e), there are no voting trusts, proxies, shareholder agreements or

any other agreements or understandings with respect to the voting of the Company’s equity interests. There are no outstanding contractual

obligations of the Company to repurchase, redeem or otherwise acquire any equity interests or securities of the Company, nor has the

Company granted any registration rights to any Person with respect to the Company’s equity securities. All of the Company’s

securities have been granted, offered, sold and issued in compliance with all applicable securities Laws. As a result of the consummation

of the transactions contemplated by this Agreement, no equity interests of the Company are issuable and no rights in connection with

any interests, warrants, rights, options or other securities of the Company accelerate or otherwise become triggered (whether as to vesting,

exercisability, convertibility or otherwise).

(f) The

Company has not declared or paid any distribution or dividend in respect of its equity interests and has not repurchased, redeemed or

otherwise acquired any equity interests of the Company, and the stockholders of the Company have not authorized any of the foregoing.

4.4 Subsidiaries.

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

of organization, (b) its authorized shares or other equity interests (if applicable), and (c) the number of issued and outstanding shares

or other equity interests and the record holders and beneficial owners thereof. All of the outstanding equity securities of each Subsidiary

of the Company are duly authorized and validly issued, fully paid and non-assessable (if applicable), and were offered, sold and delivered

in compliance with all applicable securities Laws, and owned by one or more of the Target Companies free and clear of all Liens (other

than those, if any, imposed by such Subsidiary’s Organizational Documents). There are no Contracts to which the Company or any

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

Subsidiary of the Company other than the Organizational Documents of any such Subsidiary. There are no outstanding or authorized options,

warrants, rights, agreements, subscriptions, convertible securities or commitments to which any Subsidiary of the Company is a party

or which are binding upon any Subsidiary of the Company providing for the issuance or redemption of any equity interests of any Subsidiary

of the Company. There are no issued, reserved for issuance, outstanding or authorized option, restricted unit award, restricted interest

award, profits interest, equity appreciation, phantom equity, profit participation, or equity-based award or similar rights granted by

any Subsidiary of the Company. No Target Company has any limitation, whether by Contract, Order or applicable Law, on its ability to

make any distributions or dividends to its equity holders or repay any debt owed to another Target Company. Except for the equity interests

of the Subsidiaries listed on Schedule ‎4.4(a), the Company does not own or have any rights to acquire, directly or indirectly,

any equity interests of, or otherwise Control, any Person. None of the Company or its Subsidiaries is a participant in any joint venture,

partnership or similar arrangement. There are no outstanding contractual obligations of a Target Company to provide funds to, or make

any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.

4.5 Governmental

Approvals. No Consent of or with any Governmental Authority on the part of any Target Company is required to be obtained or made

in connection with the execution, delivery or performance by the Company of this Agreement or any Ancillary Documents or the consummation

by the Company of the transactions contemplated hereby or thereby other than (a) such filings as are expressly contemplated by this Agreement

or (b) pursuant to Antitrust Laws.

4.6 Non-Contravention.

The execution and delivery by the Company (or any other Target Company, as applicable) of this Agreement and each Ancillary Document

to which any Target Company is or is required to be a party or otherwise bound, and the consummation by any Target Company of the transactions

contemplated hereby and thereby and compliance by any Target Company with any of the provisions hereof and thereof, will not (a) conflict

with or violate any provision of any Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental

Authorities referred to in Section ‎4.5 hereof, the waiting periods referred to therein having expired, and any condition

precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to any Target

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

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

suspension, cancellation or modification of, (iv) accelerate the performance required by any Target Company under, (v) result in

a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii)

result in the creation of any Lien upon any of the properties or assets of any Target Company under, (viii) give rise to any obligation

to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise

any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate

or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Company Material Contract.

4.7 Financial

Statements.

(a) Schedule

‎4.7(a) contains true and correct copies of the Company Unaudited Financial Statements. The Company Unaudited Financial Statements

(i) were prepared from the books and records of the Company and its Subsidiaries as of the times and for the periods referred to therein,

(ii) were prepared in accordance with GAAP consistently applied throughout and among the periods involved (except as may be indicated

in the notes thereto), (iii) fairly present, in all material respects, the financial position, results of operations, stockholders’

deficit and cash flows of the Target Companies, and (iv) comply in all material respects with the applicable accounting requirements

and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates of delivery

(including Regulation S-X or Regulation S-K, as applicable).

(b) The

Target Companies do not have any Indebtedness other than the Indebtedness set forth on Schedule ‎4.7(b), which schedule sets

for the amounts (including principal and any accrued but unpaid interest or other obligations) with respect to such Indebtedness.

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

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

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

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

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

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

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

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

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

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

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

a significant role in the internal controls over financial reporting of any Target Company. To the Knowledge of the Company, no Target

Company employee has engaged in any fraud with respect to the business activities or operations of any Target Company. In the past five

years, no Target Company or its Representatives has received any written complaint, allegation, assertion or claim regarding the accounting

or auditing practices, procedures, methodologies or methods of any Target Company or its internal accounting controls, including any

material written complaint, allegation, assertion or claim that any Target Company has engaged in questionable accounting or auditing

practices.

(d) No

Target Company is subject to any Liabilities or obligations required to be reflected on a balance sheet prepared in accordance with GAAP,

except for those that are either (i) adequately reflected or reserved on or provided for in the Company Unaudited Financial Statements

or (ii) not material and that were incurred after December 31, 2025 in the ordinary course of business consistent with past practice

(other than Liabilities for breach of any Contract or violation of any Law).

4.8 Absence

of Certain Changes. Since December 31, 2025, each Target Company has (a) conducted its business only in the ordinary course

of business consistent with past practice, (b) not been subject to a Material Adverse Effect and (c) has not taken any action or committed

or agreed to take any action that would be prohibited by Section ‎5.2(b) (without giving effect to Schedule ‎5.2)

if such action were taken on or after the date hereof without the consent of SPAC.

4.9 Compliance

with Laws. No Target Company is or has been in material conflict or material non-compliance with, or in material default or violation

of, nor has any Target Company received any written or, to the Knowledge of the Company, oral notice of any material conflict or non-compliance

with, or material default or violation of, any applicable Laws by which it or any of its properties, assets, employees, business or operations

are or were bound or affected.

4.10 Company

Permits. Each Target Company (and each of its employees who are legally required to be licensed by a Governmental Authority in order

to perform his or her duties with respect to his or her employment with any Target Company), holds all Permits necessary to lawfully

conduct in all material respects its business as presently conducted, and as currently contemplated to be conducted, and to own, lease

and operate its assets and properties (collectively, the “Company Permits”). The Company has made available

to SPAC true, correct and complete copies of all material Company Permits, all of which material Company Permits are listed on Schedule

‎4.10. All of the Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permits

is pending or, to the Company’s Knowledge, threatened. No Target Company is in violation in any material respect of the terms of

any Company Permit, and no Target Company has received any written or, to the Knowledge of the Company, oral notice of any Actions relating

to the revocation or modification, of any Company Permit.

4.11 Litigation.

There is no (a) Action of any nature currently pending or, to the Company’s Knowledge, threatened, and no such Action has been

brought or, to the Company’s Knowledge, threatened in the past three years; or (b) Order now pending or outstanding or that was

rendered by a Governmental Authority in the past three years, in either case of (a) or (b) by or against any Target Company, its current

or former directors, officers or equity holders; provided that any litigation involving the directors, officers or equity holders

of a Target Company must be related to the Target Company’s business, equity securities or assets, its business, equity securities

or assets. To the Company’s Knowledge, in the past three years, none of the current or former officers, senior management or directors

of any Target Company have been charged with, indicted for, arrested for, or convicted of any felony or any crime involving fraud.

4.12 Material

Contracts.

(a) Schedule

‎4.12(a) sets forth a true, correct and complete list of, and the Company has made available to SPAC (including written summaries

of oral Contracts) true, correct and complete copies of, each Contract to which any Target Company is a party or by which any Target

Company, or any of its properties or assets are bound or affected (each Contract required to be set forth on Schedule ‎4.12(a),

a “Company Material Contract”) that:

(i) contains

covenants that limit the ability of any Target Company (A) to compete in any line of business or with any Person or in any geographic

area or to sell, or provide any service or product or solicit any Person, including any non-competition covenants, employee and customer

non-solicit covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses or (B) to purchase or acquire

an interest in any other Person;

(ii) involves

any joint venture, profit-sharing, partnership, limited liability company or other similar agreement or arrangement relating to the formation,

creation, operation, management or control of any partnership or joint venture;

(iii) involves

any exchange traded, over the counter or other swap, cap, floor, collar, futures contract, forward contract, option or other derivative

financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever,

whether tangible or intangible, including currencies, interest rates, foreign currency and indices;

(iv) evidences

Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) of any Target Company having an outstanding principal amount

in excess of $100,000;

(v) involves

the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with an aggregate value in excess of $100,000

(other than in the ordinary course of business consistent with past practice) or shares or other equity interests of any Target Company

or another Person;

(vi) relates

to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of any other entity

or its business or material assets or the sale of any Target Company, its business or material assets;

(vii) by

its terms, individually or with all related Contracts, (A) resulted, during the twelve-month period prior to the date hereof, in aggregate

payments or receipts to or by the Target Companies under such Contract or Contracts of at least $100,000 individually or $250,000 in

the aggregate or (B) require, during the remaining term of such Contract, annual or aggregate payments or receipts to or by the Target

Companies of at least $100,000 individually or $250,000 in the aggregate;

(viii) is

with any Top Supplier;

(ix) obligates

the Target Companies to provide continuing indemnification or a guarantee of obligations of a third party after the date hereof in excess

of $100,000;

(x) is

between any Target Company and any directors, officers or employees of a Target Company (other than at-will employment arrangements with

employees entered into in the ordinary course of business consistent with past practice), including all non-competition, severance and

indemnification agreements, or any Related Person;

(xi) obligates

the Target Companies to make any capital commitment or expenditure in excess of $100,000 (including pursuant to any joint venture);

(xii) relates

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

obligations (other than customary confidentiality obligations);

(xiii) provides

another Person (other than another Target Company or any manager, director or officer of any Target Company) with a power of attorney;

(xiv) relates

to the development, ownership, licensing or use of any Intellectual Property by, to or from any Target Company, other than Off-the-Shelf

Software; or

(xv) that

will be required to be filed with the Registration Statement under applicable SEC requirements or would otherwise be required to be filed

by the Company as an exhibit for a Form S-1 pursuant to Items 601(b)(1), (2), (4), (9) or (10) of Regulation S-K under the Securities

Act as if the Company was the registrant.

(b) With

respect to each Company Material Contract: (i) such Company Material Contract is valid and binding and enforceable in all respects against

the Company and, to the Knowledge of the Company, each other party thereto, and is in full force and effect (except, in each case, as

such enforcement may be limited by the Enforceability Exceptions), (ii) the consummation of the transactions contemplated by this Agreement

will not affect the validity or enforceability of any Company Material Contract, (iii) no Target Company is in breach or default in any

material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute a material breach

or default by any Target Company, or permit termination or acceleration by the other party thereto, under such Company Material Contract;

(iv) to the Knowledge of the Company, no other party to such Company Material Contract is in breach or default in any material respect,

and no event has occurred that with the passage of time or giving of notice or both would constitute such a material breach or default

by such other party, or permit termination or acceleration by any Target Company, under such Company Material Contract; (v) no Target

Company has received written or, to the Knowledge of the Company, oral notice of an intention by any party to any such Company Material

Contract that provides for a continuing obligation by any party thereto to terminate such Company Material Contract or amend the terms

thereof, other than modifications in the ordinary course of business that do not adversely affect any Target Company; and (vi) no Target

Company has waived any material rights under any such Company Material Contract.

4.13 Intellectual

Property.

(a) Schedule

‎4.13(a)(i) sets forth: (i) all U.S. and foreign registered Patents, Trademarks, Copyrights and Internet Assets and applications

owned or licensed by a Target Company or otherwise used or held for use by a Target Company in which a Target Company is the owner, applicant

or assignee (“Company Registered IP”), specifying as to each item, as applicable: (A) the nature of the item,

including the title, (B) the owner of the item, (C) the jurisdictions in which the item is issued or registered or in which an application

for issuance or registration has been filed and (D) the issuance, registration or application numbers and dates and (ii) all material

unregistered Intellectual Property owned or licensed or purported to be owned or licensed by a Target Company. Schedule ‎4.13(a)(ii)

sets forth all Intellectual Property licenses, sublicenses and other agreements or permissions (“Company IP Licenses”)

(other than “shrink wrap,” “click wrap” and “off the shelf” software agreements and other agreements

for Software commercially available on reasonable terms to the public generally with license, maintenance, support and other fees of

less than $50,000 per year (collectively, “Off-the-Shelf Software”), which are not required to be listed, although

such licenses are “Company IP Licenses” as that term is used herein), under which a Target Company is a licensee or otherwise

is authorized to use or practice any Intellectual Property. Each Target Company owns, free and clear of all Liens (other than Permitted

Liens), has valid and enforceable rights in, and has the unrestricted right to use, sell, license, transfer or assign, all Intellectual

Property currently used, licensed or held for use by such Target Company, and previously used or licensed by such Target Company, except

for the Intellectual Property that is the subject of the Company IP Licenses. No item of Company Registered IP that consists of a pending

Patent application fails to identify all pertinent inventors, and for each Patent and Patent application in the Company Registered IP,

the Target Companies have obtained valid assignments of inventions from each inventor. All Company Registered IP is owned exclusively

by the applicable Target Company without obligation to pay royalties, licensing fees or other fees, or otherwise account to any third

party with respect to such Company Registered IP, and such Target Company has recorded assignments of all Company Registered IP with

any applicable Intellectual Property offices or Governmental Authorities.

(b) Each

Target Company has a valid and enforceable license to use all Intellectual Property that is the subject of the Company IP Licenses applicable

to such Target Company. The Company IP Licenses include all of the licenses, sublicenses and other agreements or permissions necessary

to operate the Target Companies as presently conducted. Each Target Company has performed all obligations imposed on it in the Company

IP Licenses, has made all payments required to date, and such Target Company is not, nor, to the Knowledge of the Company, is any other

party thereto, in breach or default thereunder, nor has any event occurred that with notice or lapse of time or both would constitute

a default thereunder. The continued use by the Target Companies of the Intellectual Property that is the subject of the Company IP Licenses

in the same manner that it is currently being used is not restricted by any applicable license of any Target Company. All registrations

for Copyrights, Patents, Trademarks and Internet Assets that are owned by or exclusively licensed to any Target Company are valid, in

force and in good standing with all required fees and maintenance and/or renewal fees having been paid with no Actions pending, and all

applications to register any Copyrights, Patents and Trademarks are pending and in good standing, all without challenge of any kind other

than office actions that may be issued by the applicable Intellectual Property office or governmental agency in the ordinary course of

filing and prosecuting such applications. No Target Company is party to any Contract that requires a Target Company to assign to any

Person all of its rights in any Intellectual Property developed by a Target Company under such Contract.

‎4.13(c) sets forth all licenses, sublicenses and other agreements or permissions under which a Target Company is the licensor

(each, an “Outbound IP License”). Each Target Company has performed all obligations imposed on it in the Outbound

IP Licenses, and such Target Company is not, nor, to the Knowledge of the Company, is any other party thereto, in breach or default thereunder,

nor has any event occurred that with notice or lapse of time or both would constitute a default thereunder.

(d) No

Action is pending or, to the Company’s Knowledge, threatened against a Target Company that challenges the validity, enforceability,

ownership or right to use, sell, license or sublicense, or that otherwise relates to, any Intellectual Property currently owned, licensed,

used or held for use by the Target Companies, nor, to the Knowledge of the Company, is there any reasonable basis for any such Action.

No Target Company has received in the past two years any written or, to the Knowledge of the Company, oral notice or claim asserting

or suggesting that any infringement, misappropriation, violation, dilution or unauthorized use of the Intellectual Property of any other

Person is or may be occurring or has or may have occurred, as a consequence of the business activities of any Target Company, nor to

the Knowledge of the Company is there a reasonable basis therefor. There are no Orders to which any Target Company is a party or its

otherwise bound that (i) restrict the rights of a Target Company to use, transfer, license or enforce any Intellectual Property owned

by a Target Company, (ii) restrict the conduct of the business of a Target Company in order to accommodate a third Person’s Intellectual

Property, or (iii) other than the Outbound IP Licenses, grant any third Person any right with respect to any Intellectual Property owned

by a Target Company. To the Knowledge of the Company, no Target Company is currently infringing, or has, in the past two years, infringed,

misappropriated or violated any Intellectual Property of any other Person in any material respect in connection with the ownership, use

or license of any Intellectual Property owned or purported to be owned by a Target Company or, to the Knowledge of the Company, otherwise

in connection with the conduct of the respective businesses of the Target Companies. To the Company’s Knowledge, no third party

is currently, or in the past two years has been, infringing upon, misappropriating or otherwise violating any Intellectual Property owned,

licensed by, licensed to, or otherwise used or held for use by any Target Company (“Company IP”) in any material

respect.

(e) All

officers, directors, employees and independent contractors of a Target Company (and each of their respective Affiliates) have assigned

to the Target Companies all Intellectual Property arising from the services performed for a Target Company by such Persons and, where

applicable, all such assignments of Company Registered IP have been recorded. No current or former officers, employees or independent

contractors of a Target Company have claimed any ownership interest in any Intellectual Property owned by a Target Company. To the Knowledge

of the Company, there has been no violation of a Target Company’s policies or practices related to protection of Company IP or

any confidentiality or nondisclosure Contract relating to the Intellectual Property owned by a Target Company. The Company has made available

to SPAC true and complete copies of all written Contracts referenced in subsections under which employees and independent contractors

assigned their Intellectual Property to a Target Company. To the Company’s Knowledge, none of the employees of any Target Company

is obligated under any Contract, or subject to any Order, that would materially interfere with the use of such employee’s best

efforts to promote the interests of the Target Companies, or that would materially conflict with the business of any Target Company as

presently conducted or contemplated to be conducted. Each Target Company has taken reasonable security measures in order to protect the

secrecy, confidentiality and value of the material Company IP that constitutes Trade Secrets.

(f) To

the Knowledge of the Company, no Person has obtained unauthorized access to third party information and data (including personally identifiable

information) in the possession of a Target Company, nor has there been any other material compromise of the security, confidentiality

or integrity of such information or data, and no written or, to the Knowledge of the Company, oral complaint relating to an improper

use or disclosure of, or a breach in the security of, any such information or data has been received by a Target Company. Each Target

Company has complied in all material respects with all applicable Laws and Contract requirements relating to privacy, personal data protection,

and the collection, processing and use of Personal Information and its own privacy policies and guidelines. To the Knowledge of the Company,

the operation of the business of the Target Companies has not and does not violate any right to privacy or publicity of any third person,

or constitute unfair competition or trade practices under applicable Law.

(g) The

consummation of any of the transactions contemplated by this Agreement will not result in the material breach, material modification,

cancellation, termination, suspension of or acceleration of any payments with respect to, or release of source code included in the Company

IP because of (i) any Contract providing for the license or other use of Intellectual Property owned by a Target Company, or (ii) any

Company IP License. Following the Closing, the Company shall be permitted to exercise, directly or indirectly through its Subsidiaries,

all of the Target Companies’ rights under such Contracts or Company IP Licenses to the same extent that the Target Companies would

have been able to exercise had the transactions contemplated by this Agreement not occurred, without the payment of any additional amounts

or consideration other than ongoing fees, royalties or payments which the Target Companies would otherwise be required to pay in the

absence of such transactions.

(h) To

the extent that any Software constitutes any material unregistered Intellectual Property owned by the Company or a Target Company, or

any Software is the subject of any Company IP Licenses, to the Knowledge of the Company, such Software is free of all viruses, worms,

Trojan horses and other material known contaminants and does not contain any bugs, errors, or problems of a material nature that would

disrupt its operation or have an adverse impact on the operation of other Software.

4.14 Taxes

and Returns.

(a) Each

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

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

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

other than such Taxes for which adequate reserves in the Company Unaudited Financial Statements have been established. Each Target Company

has complied in all material respects with all applicable Laws relating to Tax.

(b) There

is no Action currently pending or, to the Knowledge of the Company, threatened against a Target Company by a Governmental Authority in

a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.

Target Company is being audited by any Tax authority or has been notified in writing that any such audit is contemplated or pending.

There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of

any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each

case, claims or assessments for which adequate reserves in the Company Unaudited Financial Statements have been established).

(d) There

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

(e) No

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

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

pay any Taxes shown to be due on any Tax Return.

(f) No

Target Company has made any change in accounting method (except as required by a change in Law) or entered into any closing agreement

with any taxing authority affecting or otherwise settled or compromised any material Tax Liability or refund.

(g) No

Target Company has participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined

in U.S. Treasury Regulation section 1.6011-4.

(h) No

Target Company has any Liability or potential Liability for the Taxes of another Person (other than another Target Company) that is not

adequately reflected in the Company Unaudited Financial Statements (i) under any applicable Tax Law, (ii) as a transferee or successor,

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

purpose of which is not the sharing of Taxes). No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement

or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary

course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement,

closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on any Target Company with

respect to any period following the Closing Date.

(i) No

Target Company has requested, or is it the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement

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

(j) The

Company has not been, is not, and immediately prior to the Effective Time will not be, treated as an “investment company”

within the meaning of Section 368(a)(2)(F) of the Code.

(k) To

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

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

4.15 Real

and Personal Property.

(a) Schedule

‎4.15(a) contains a complete and accurate list of all premises currently leased or subleased or otherwise used or occupied by

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

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

Real Property Leases”). The Company has provided to SPAC a true and complete copy of each of the Company Real Property

Leases, and in the case of any oral Company Real Property Lease, a written summary of the material terms of such Company Real Property

Lease. The Company Real Property Leases are valid, binding and enforceable in accordance with their terms and are in full force and effect.

To the Knowledge of the Company, no event has occurred which (whether with or without notice, lapse of time or both or the happening

or occurrence of any other event) would constitute a default on the part of a Target Company or any other party under any of the Company

Real Property Leases, and no Target Company has received notice of any such condition. No Target Company owns or has ever owned any real

property or any interest in real property (other than the leasehold interests in the Company Real Property Leases).

(b) Each

item of Personal Property which is currently owned, used or leased by a Target Company is in good operating condition and repair (reasonable

wear and tear excepted consistent with the age of such items), and is suitable for its intended use in the business of the Target Companies.

The operation of each Target Company’s business as it is now conducted or presently proposed to be conducted is not dependent upon

the right to use the Personal Property of Persons other than a Target Company, except for such Personal Property that is owned, leased

or licensed by or otherwise contracted to a Target Company.

4.16 Title

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

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

(c) Liens specifically identified on the most recent balance sheet included in the Company Unaudited Financial Statements and (d) Liens

set forth on Schedule ‎4.16. The assets (including Intellectual Property rights and contractual rights) of the Target Companies

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

are now conducted, and taken together, are adequate and sufficient for the operation of the business of the Target Companies as currently

conducted, in each case, in all material respects.

4.17 Employee

Matters

(a) No

Target Company is a party to any collective bargaining agreement or other Contract covering any group of employees, labor organization

or other representative of any of the employees of any Target Company, and the Company has no Knowledge of any activities or proceedings

of any labor union or other party to organize or represent such employees. There has not occurred or, to the Knowledge of the Company,

been threatened any strike, slow down, picketing, work-stoppage, or other similar labor activity with respect to any such employees.

Schedule ‎4.17(a) ‎sets forth all unresolved labor controversies (including unresolved employee, consultant

or independent contractor claims, grievances and/or disputes, whether raised internally with the Company or through a representative,

including any harassment, age or other discrimination, or retaliation claims, wage and hour claims, and any other claims arising under

local, state or federal labor and employment laws), if any, that are pending or, to the Knowledge of the Company, threatened between

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

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

to terminate his or her employment with any Target Company.

(b) Each

Target Company (i) is and for the last six years has been in compliance in all material respects with all applicable Laws respecting

employment and employment practices, terms and conditions of employment, legally-required trainings and notices, health and safety and

wages and hours, and other Laws relating to discrimination, harassment, retaliation, disability, labor relations, hours of work, payment

of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety

and health, family and medical leave, and employee terminations, and has not received written or, to the Knowledge of the Company, oral

notice that there is any pending Action involving unfair labor practices against a Target Company, (ii) is not liable for any material

past due arrears of wages or any material penalty for failure to comply with any of the foregoing, and (iii) is not liable for any material

payment to any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations

for employees, independent contractors or consultants (other than routine payments to be made in the ordinary course of business and

consistent with past practice). There are no Actions pending or, to the Knowledge of the Company, threatened against a Target Company

brought by or on behalf of any applicant for employment, any current or former employee, any Person alleging to be a current or former

employee, or any Governmental Authority, relating to any such Law or regulation, or alleging breach of any express or implied contract

of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with

the employment relationship.

‎‎4.17(c) hereto sets forth a complete and accurate list as of the date hereof of all employees of the Target Companies

showing for each as of such date (i) the employee’s name, job title or description, employer, location, salary level (including

any bonus, commission, deferred compensation or other remuneration payable (other than any such arrangements under which payments are

at the discretion of the Target Companies)), (ii) any bonus, commission or other remuneration other than salary paid during the fiscal

year ending December 31, 2025, and (iii) any wages, salary, bonus, commission or other compensation due and owing to each employee during

or for the fiscal year ended December 31, 2025. Except as set forth on Schedule ‎4.17(c), (A) no employee is a party

to a written employment Contract with a Target Company and each is employed “at will”, and the Target Companies have paid

in full to all their employees all wages, salaries, commission, bonuses and other compensation due to their employees, including overtime

compensation, and (B) no Target Company has any obligation or Liability (whether or not contingent) with respect to severance payments

to any such employees under the terms of any written or, to the Company’s Knowledge, oral agreement, or commitment or any applicable

Law, custom, trade or practice. Each Target Company employee has entered into the Company’s standard form of employee non-disclosure,

inventions and restrictive covenants agreement with a Target Company (whether pursuant to a separate agreement or incorporated as part

of such employee’s overall employment agreement), a copy of which has been made available to SPAC by the Company.

(d) Schedule

‎4.17(d) contains a list of all independent contractors (including consultants) currently engaged by any Target Company,

along with the position, the entity engaging such Person, date of retention and rate of remuneration, most recent increase (or decrease)

in remuneration and amount thereof, for each such Person. Except as set forth on Schedule ‎4.17(d), all of such independent

contractors are a party to a written Contract with a Target Company. Each such independent contractor has entered into customary covenants

regarding confidentiality, non-competition and assignment of inventions and copyrights in such Person’s agreement with a Target

Company, a copy of which has been provided to SPAC by the Company. For the purposes of applicable Law, including the Code, all independent

contractors who are currently, or within the last six (6) years have been, engaged by a Target Company are bona fide independent contractors

and not employees of a Target Company. Each independent contractor is terminable on fewer than thirty (30) days’ notice, without

any obligation of any Target Company to pay severance or a termination fee.

(e) To

the Knowledge of the Company, the Company has investigated all workplace harassment (including sexual harassment), discrimination, retaliation,

and workplace violence written claims, if any, relating to current and/or former employees of the Company or third parties who interacted

with current and/or former employees of the Company. With respect to each such written claim with potential merit, the Company has taken

corrective action. Further, to the Knowledge of the Company, no allegations of sexual harassment have been made to the Company against

any individual in his or her capacity as director or an executive officer of the Company.

4.18 Benefit

Plans.

(a) With

respect to each Benefit Plan of the Company (each, a “Company Benefit Plan”), there are no funded benefit obligations

for which contributions have not been made or properly accrued and there are no unfunded benefit obligations that have not been accounted

for by reserves, or otherwise properly footnoted in accordance with GAAP on the Company Audited Financial Statements. Each Company Benefit

Plan is set forth on Schedule ‎4.18(a).

(b) Each

Company Benefit Plan is and has been operated in the past three years in compliance with all applicable Laws, including ERISA and the

Code, in all material respects. Each Company Benefit Plan which is intended to be “qualified” within the meaning of Section

401(a) of the Code (i) has been determined by the IRS to be so qualified (or is based on a prototype plan which has received a favorable

opinion letter) during the period from its adoption to the date of this Agreement and (ii) its related trust has been determined to be

exempt from taxation under Section 501(a) of the Code or the Company has requested an initial favorable IRS determination of qualification

and/or exemption within the period permitted by applicable Law. No fact exists which could adversely affect the qualified status of such

Company Benefit Plans or the exempt status of such trusts.

respect to each Company Benefit Plan, the Company has provided to SPAC accurate and complete copies, if applicable, of: (i) all Company

Benefit Plan texts and agreements and related trust agreements or annuity Contracts (including any amendments, modifications or supplements

thereto) or an accurate written summary of any Company Benefit Plan which is unwritten, (ii) all summary plan descriptions and material

modifications thereto, (iii) the three most recent Forms 5500, if applicable, and annual report, including all schedules thereto, (iv)

the most recent determination letter received from the IRS, if any, and (v) any material nonroutine communications with any Governmental

Authority.

(d) During

the six-year period prior to the date of this Agreement, neither the Company nor any of its ERISA Affiliates has maintained, contributed

to, sponsored, had an obligation to contribute to or any Liability, whether absolute or contingent, with respect to (i) a “defined

benefit plan” (as defined in Section 414(j) of the Code), (ii) a “multiemployer plan” (as defined in Section 3(37)

of ERISA) or (iii) a “multiple employer plan” (as described in Section 413(c) of the Code). No Company Benefit Plan is subject

to Title IV of ERISA or Section 412 of the Code, and neither the Company nor any ERISA Affiliate has incurred any Liability or otherwise

could have any Liability, contingent or otherwise, under Title IV of ERISA and no condition presently exists that is expected to cause

such Liability to be incurred. The Company neither maintains nor has ever maintained, or is required currently or has ever been required

to contribute to or otherwise participate in, a multiple employer welfare arrangement or voluntary employees’ beneficiary association

as defined in Section 501(c)(9) of the Code.

(e) There

is no arrangement under any Company Benefit Plan pursuant to which the Company will be required to “gross up” or otherwise

compensate any person because of the imposition of any excise or other tax on a payment to such person.

(f) No

Company Benefit Plan that is a “welfare plan” (as described in Section 3(1) of ERISA) provides benefits with respect to current

or former employees of the Company beyond their termination of employment (other than coverage mandated by Law, which is paid solely

by such employees).

(g) The

consummation of the transactions contemplated by this Agreement and the Ancillary Documents will not: (i) entitle any individual to severance

pay, unemployment compensation or other benefits or compensation, (ii) accelerate the time of payment, funding or vesting, or increase

the amount of any compensation due, or in respect of, any individual, or (iii) result in or satisfy a condition to the payment of compensation

that would, in combination with any other payment, result in an “excess parachute payment” within the meaning of Section

280G of the Code. The Company has not incurred any Liability for any Tax imposed under Chapter 43 of the Code or civil liability under

Section 502(i) or (l) of ERISA.

(h) Each

Company Benefit Plan that is subject to Section 409A of the Code has been administered in material compliance, and is in material documentary

compliance, with the applicable provisions of Section 409A of the Code, the regulations thereunder and other official guidance issued

thereunder. There is no Contract or plan to which the Company is a party or by which it is bound to compensate, reimburse or indemnify

any employee, consultant or director for any Taxes or interest imposed pursuant to Section 409A of the Code.

(i) The

Company does not have any Foreign Pension Plans.

4.19 Environmental

Matters.

(a) Each

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

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

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

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

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

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

(b) Each

Environmental Permit for the development, design, construction, ownership, or operation of any projects in development or operations

of the Company Business has been obtained by the Target Companies for the occupation of their facilities and the operation

of their business.

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

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

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

(d) No

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

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

may have any material Liability under any Environmental Law.

(e) No

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

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

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

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

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

a Target Company incurring any material Environmental Liabilities.

(f) There

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

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

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

(g) To

the Knowledge of the Company, there is not located at any of the properties of a Target Company any (i) underground storage tanks, (ii)

asbestos-containing material, or (iii) equipment containing polychlorinated biphenyls.

(h) There

are no off-site Hazardous Materials treatment, storage, or disposal facilities or locations used by the Company, its Subsidiaries and

any predecessors as to which the Company could reasonably be expected to retain any liabilities, and, to the knowledge of the Company,

none of these facilities or locations has been placed or proposed for placement on the National Priorities List (or CERCLIS or SEMS)

under the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), or any similar U.S.

state or foreign list.

(i) The

Company is not required by any Environmental Law or by virtue of the transactions set forth herein and contemplated hereby, or as a condition

to the effectiveness of any transactions contemplated hereby, (i) to perform a site assessment for Hazardous Materials, (ii) to remove

or remediate Hazardous Material, (iii) to give notice to or receive approval from any Governmental Authority, or (iv) to record or deliver

to any Person any disclosure document or statement pertaining to environmental matters.

(j) No

Owned Real Property, or any property in which Company or any of its Subsidiaries holds a security interest, Lien or a fiduciary or management

role, has had any Release of, any Hazardous Material in a manner that violates Environmental Law or requires reporting, investigation,

remediation, or monitoring under Environmental Law.

(k) The

Company has provided to SPAC all environmentally related site assessments, audits, studies, reports, analysis and results of investigations

that have been performed in respect of the currently or previously owned, leased, or operated properties of any Target Company.

4.20 Transactions

with Related Persons. No Target Company nor any officer, director, manager, employee, trustee or beneficiary of a Target Company

or, to the Knowledge of the Company, any of its stockholders or any immediate family member of any of the foregoing (whether directly

or indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”), is presently,

or in the past three years, has been, a party to any transaction with a Target Company, including any Contract or other arrangement (a)

providing for the furnishing of services by (other than as officers, directors or employees of the Target Company), (b) providing

for the rental of real property or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses

as directors, officers or employees of the Target Company in the ordinary course of business consistent with past practice) any Related

Person or, to the Knowledge of the Company, any Person in which any Related Person has an interest as an owner, officer, manager, director,

trustee or partner or in which any Related Person has any direct or indirect interest (other than the ownership of securities representing

five percent (5%) or more of the outstanding voting power or economic interest of a publicly traded company). No Target Company has outstanding

any Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real property or Personal Property,

or right, tangible or intangible (including Intellectual Property) which is material to any Target Company. The assets of the Target

Companies do not include any material receivable or other material obligation from a Related Person, and the liabilities of the Target

Companies do not include any material payable or other material obligation or commitment to any Related Person.

4.21 Insurance.

(a) Schedule

‎4.21(a) lists all insurance policies held by a Target Company relating to a Target Company or its business, properties, assets,

directors, officers and employees. All premiums due and payable under all such insurance policies have been timely paid and the Target

Companies are otherwise in material compliance with the terms of such insurance policies. Each such insurance policy (i) is legal, valid,

binding, enforceable and in full force and effect and (ii) will continue to be legal, valid, binding, enforceable, and in full force

and effect on identical terms following the Closing. No Target Company has any self-insurance or co-insurance programs. In the past three

years, no Target Company has received any notice from, or on behalf of, any insurance carrier relating to or involving any adverse change

or any change other than in the ordinary course of business, in the conditions of insurance, any refusal to issue an insurance policy

or non-renewal of a policy.

(b) Each

Target Company has reported to its insurers all claims and pending circumstances that would reasonably be expected to result in a claim,

except where such failure to report such a claim would not be reasonably likely to be material to the Target Companies. To the Knowledge

of the Company, no event has occurred, and no condition or circumstance exists, that would reasonably be expected to (with or without

notice or lapse of time) give rise to or serve as a basis for the denial of any such insurance claim. No Target Company has made any

claim against an insurance policy as to which the insurer is denying coverage.

4.22 Top

Suppliers. Schedule ‎4.22 lists, by dollar volume paid for the twelve (12) months ended on December 31, 2025, the ten

(10) largest suppliers of goods or services to the Target Companies (the “Top Suppliers”), along with the amounts

of such dollar volumes. No Top Supplier (i) has within the last twelve (12) months cancelled or otherwise terminated, or, to the Company’s

Knowledge, intends to cancel or otherwise terminate, any material relationships of such Person with a Target Company, (ii) has during

the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially,

or intends to modify materially its material relationships with a Target Company or intends to stop, decrease or limit materially its

products or services to any Target Company, or (iii) to the Company’s Knowledge, intends to seek to exercise any remedy against

any Target Company. No Target Company has within the past two (2) years been engaged in any material dispute with any Top Supplier. To

the Company’s Knowledge, the consummation of the transactions contemplated in this Agreement and the Ancillary Documents will not

adversely affect the relationship of any Target Company with any Top Supplier. The Company has no material customers.

4.23 Certain

Business Practices.

(a) No

Target Company, nor, to the Company’s Knowledge, any of its Representatives acting on their behalf, has (i) used any funds for

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

to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated any provision

of the U.S. Foreign Corrupt Practices Act of 1977, (iii) made any other unlawful payment, or (iv) directly or knowingly indirectly, given

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

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

or proposed transaction.

(b) The

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

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

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

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

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

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

currently subject to any U.S. sanctions administered by OFAC, the U.S. Department of State, or other applicable Governmental Authority;

(ii) organized, resident, or located in, or a national of a comprehensively sanctioned country; or (iii) in the aggregate, 50% or greater

owned, directly or indirectly, or otherwise controlled, by a person identified in (i) or (ii); and no Target Company has, directly or,

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

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

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

or the U.S. Department of State in the last five fiscal years.

4.24 Privacy

and Data Security.

(a) The

Target Companies, and, to Knowledge of the Company, all vendors, processors, or other third parties acting for or on behalf of a Target

Company in connection with the Processing of Personal Information or that otherwise have been authorized to have access to Personal Information

in the possession or control of the Target Companies, comply and at all times in the past three years have complied, in all material

respects with all of the following: (i) Privacy Laws; (ii) the Company Privacy and Data Security Policies; and (iii) any Contract requirements

or terms of use concerning the Processing of Personal Information to which a Target Company is a party or otherwise bound as of the date

hereof (“Privacy Agreements”). To the Knowledge of the Company, the operation of the business of the Target

Companies has not and does not violate any right to privacy or publicity of any third person under applicable Law.

(b) The

execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not:

(i) conflict with or result in a violation or breach in any material respect of any Privacy Laws, Company Privacy and Data Security Policies

(as currently existing or as existing at any time during which any Personal Information was collected or Processed by or for the Target

Companies, or Privacy Agreements); or (ii) require the consent of or notice to any Person concerning such Person’s Personal Information.

Company has delivered or made available to SPAC true, complete, and correct copies of all Company Privacy and Data Security Policies.

(d) To

the Knowledge of the Company, no Person has obtained unauthorized access to Personal Information in the possession of a Target Company,

nor has there been any other material compromise of the security, confidentiality or integrity of such information or data, and no written

or, to the Knowledge of the Company, oral complaint relating to an improper use or disclosure of, or a breach in the security of, any

such information or data has been received by a Target Company (a “Security Incident”). The Target Companies

have not notified and, to Knowledge of the Company, there have been no facts or circumstances that would require a Target Company to

notify, any Governmental Authority or other Person of any Security Incident.

(e) In

the past three (3) years, the Target Companies have not received any notice, request, claim, complaint, correspondence, or other communication

in writing from any Governmental Authority or other Person, and there has not been any audit, investigation, enforcement action (including

any fines or other sanctions), or other Action, (i) relating to any actual, alleged, or suspected Security Incident or violation of any

Privacy Agreements, or any Person’s individual privacy rights involving Personal Information in the possession or control of the

Target Companies, or held or Processed by any vendor, processor, or other third party for or on behalf of the Target Companies; (ii)

prohibiting or threatening to prohibit the transfer of Personal Information to any place; or (iii) permitting or mandating any Governmental

Authority to investigate, requisition information from, or enter the premises of, the Target Companies, and, to the Knowledge of the

Company, there are no facts or circumstances that would reasonably be expected to give rise to any of the foregoing.

4.25 Investment

Company Act. No Target Company is an “investment company” or a Person directly or indirectly “controlled”

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

case within the meaning of the Investment Company Act.

4.26 U.S.

Nuclear Regulatory Matters.

(a) No

Target Company currently holds or requires any license for the possession or use of nuclear materials in order to conduct its current

business activities (whether “source material”, “special nuclear material” or “byproduct material”,

as these terms are defined by applicable Nuclear Laws) or possesses a license from the NRC for the construction, operation or decommissioning

of any facility which would require a license or other prior consent from the NRC.

(b) No

Target Company has operated or currently operates any “utilization facility” or “production facility,” as those

terms are defined by applicable Nuclear Laws, whether or not owned, in whole or part, by any Target Company.

Target Company is in compliance with all applicable Laws relating to the design, licensing, construction and operation of a “utilization

facility” and a “production facility,” as those terms are defined by applicable Nuclear Laws. Neither the Company nor

any of its Subsidiaries is subject to any Law that prevents or materially inhibits the any of the Target Company’s ability to design,

license or fabricate systems, structures or components for, or construct, any such facilities, subject to the necessary approvals from

an applicable Governmental Authority. No Target Company requires prior approval from the NRC to execute, deliver or perform this Agreement

and the Ancillary Documents to which it is a party, and the consummation by it of the Transactions, shall not cause any Target Company

to become subject to any Law that prevents or materially inhibits any Target Company’s ability to design, license or fabricate

systems, structures or components for, or construct, any such facilities subject to the necessary approvals from an applicable Governmental

Authority.

4.27 Finders

and Brokers. No Target Company has incurred or will incur any Liability for any brokerage, finder’s or other fee or commission

in connection with the transactions contemplated hereby.

4.28 Exclusivity

of Representations.

(a) Except

for the representations and warranties contained in this ‎Article IV, neither the Company, nor any other Person or entity

on behalf of the Company has made or makes any representation or warranty, whether express or implied, with respect to the Company, its

Affiliates, or its business, affairs, assets, Liabilities, financial condition, results of operations, future operating or financial

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

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

available to SPAC, its Affiliates or any of their Representatives by or on behalf of the Company. Neither the Company, nor any other

Person on behalf of the Company, has made or makes any representation or warranty, whether

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

to SPAC, its Affiliates or any of their Representatives of

future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component

thereof) of the Company, or any of its Affiliates, whether or not included in any management

presentation.

(b) The

Company and its Affiliates, acknowledge and agree that, (i) they have conducted their own independent investigation of the financial

condition, results of operations, assets, liabilities, properties and projected operations of SPAC, (ii) they have been afforded satisfactory

access to the books and records, facilities and personnel of SPAC for purposes of conducting such investigation, and (iii) except for

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

has made or makes, and the Company and its Affiliates have not relied upon, any representation or warranty, whether express or implied,

with respect to SPAC, its Affiliates or their respective businesses, affairs, assets, Liabilities, financial condition, results of operations,

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

underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information

provided or made available to the Company or its Affiliates or any of their Representatives by or on behalf of SPAC.

4.29 Information

Supplied. None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference:

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

Governmental Authority or stock exchange with respect to the Transactions or any Ancillary Documents; (b) in the Registration Statement;

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

of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through (c), will, when

filed, made available, mailed or distributed, as the case may be, contain any untrue statement of a material fact or omit to state any

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

which they are made, not misleading; provided that, if such information is revised by any subsequently filed amendment or supplement

to the Registration Statement prior to the time the Registration Statement is declared effective by the SEC, this Section ‎4.29

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

expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Press Release

and the Closing Filing will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state

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

which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect

to any information supplied by or on behalf of SPAC or its Affiliates.

Article

COVENANTS

5.1 Access

and Information.

(a) During

the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section

‎7.1 or the Closing (the “Interim Period”), subject to Section ‎5.15, the Company shall

give, and shall cause its Representatives to give, SPAC and its Representatives, at reasonable times during normal business hours and

upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts,

agreements, commitments, books and records, financial and operating data and other information, of or pertaining to the Target Companies,

as SPAC or its Representatives may reasonably request regarding the Target Companies and their respective businesses, assets, Liabilities,

financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements,

including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed

with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’

work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s

Representatives to reasonably cooperate with SPAC and its Representatives in their investigation; provided, however, that SPAC

and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations

of the Target Companies.

(b) During

the Interim Period, subject to Section ‎5.15, SPAC shall give, and shall cause its Representatives to give, the Company and

its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to

all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and

operating data and other information, of or pertaining to SPAC or its Subsidiaries, as the Company or its Representatives may reasonably

request regarding SPAC, its Subsidiaries and their respective businesses, assets, Liabilities, financial condition, prospects, operations,

management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance

sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority

pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent

or any other conditions required by such accountants, if any)) and cause each of SPAC’s Representatives to reasonably cooperate

with the Company and its Representatives in their investigation; provided, however, that the Company and its Representatives shall

conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC or any of its Subsidiaries.

the foregoing, neither a Party nor any of its Subsidiaries shall be required to provide to each other Party or any of its Representatives

any information (i) if and to the extent doing so would (A) violate any Law to which such Party is subject, (B) violate any legally binding

obligation of any Party with respect to confidentiality, non-disclosure or privacy or (C) jeopardize protections afforded to any Party

or its Subsidiaries under the attorney-client privilege or the attorney work product doctrine; provided that, in case of each of clauses

(A) through (C), the so affected Party shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to (x) provide

such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating

such privilege or doctrine, obligation or Law, and (y) provide such information in a manner without violating such privilege or doctrine,

or (ii) if the Company, the Seller Representative or any of their respective Representatives, on the one hand, and SPAC, the SPAC Representative

or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably

pertinent thereto; provided that each Party shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding

of access or information on any such basis. For the avoidance of doubt, this Section ‎5.1 shall not permit any invasive

or intrusive investigations or other testing, sampling or analysis by a Party of any properties, facilities or equipment of another Party

without the prior written consent of, in the case of the Company, SPAC, and in the case of SPAC, the Company (which may be withheld,

conditioned or delayed by such Party in its reasonable discretion).

5.2 Conduct

of Business of the Company.

(a) Unless

SPAC shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period,

except as expressly contemplated by this Agreement or the Ancillary Documents or as set forth on Schedule ‎5.2, the Company

shall, and shall cause its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course

of business consistent with past practice, (ii) comply with all Laws applicable to the Target Companies and their respective businesses,

assets and employees, and (iii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material

respects, their respective business organizations, to keep available the services of their respective managers, directors, officers,

employees and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent

with past practice. Notwithstanding anything to the contrary in this Section ‎5.2, nothing in this Agreement shall prohibit

or restrict the Company from entering into any Transaction Financing pursuant to Section ‎5.20.

(b) Without

limiting the generality of Section ‎5.2‎(a) and except as contemplated by the terms of this Agreement or the Ancillary

Documents, or as set forth on Schedule ‎5.2, during the Interim Period, without the prior written consent of SPAC (such consent

not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause its Subsidiaries to not:

(i) amend,

waive or otherwise change, in any respect, its Organizational Documents, except as required by applicable Law;

(ii) other

than (A) Company Common Stock upon the exercise of Company Options or (B) the issuance of Company Securities upon the exercise or conversion

of Company Convertible Securities, authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge

or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell

any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or

other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third

Person with respect to such securities;

(iii) split,

reverse split, combine, subdivide, exchange, recapitalize or reclassify any of its shares or other equity interests or issue any other

securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination

thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any

of its securities;

(iv) incur,

create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $100,000 individually

or $200,000 in the aggregate, make a loan or advance to or investment in any third party (other than advancement of expenses to employees

in the ordinary course of business), or guarantee or endorse any Indebtedness, Liability or obligation of any Person in excess of $100,000

individually or $200,000 in the aggregate;

(v) (A)

increase the wages, salaries or compensation of its employees other than in the ordinary course of business, consistent with past practice,

and in any event not in the aggregate by more than five percent, (B) fund or commit to fund any new Company Benefit Plan, or make or

commit to make any new bonus, retention, transaction or other payment (whether in cash, property or securities) to any employee or other

service provider, or materially increase other benefits of employees generally, or grant, accelerate the funding, vesting, lapsing of

restrictions or payment or in any way amend, modify or supplement in any material respect the terms of any equity or equity-based or

phantom equity award, or forgive any loans or issue any loans to any service provider (other than in connection with a qualified retirement

plan), in each case other than in the ordinary course of business, (C) hire any new employee or engage any new independent contractor

(who is a natural person) with target annual cash compensation in excess of $350,000, or (D) enter into, establish, materially amend

or terminate any Company Benefit Plan (except for the Incentive Plan) with, for or in respect of any current or former consultant, officer,

manager director or employee, in each of clauses (A) through (D) other than as required by applicable Law or pursuant to any existing

Company Benefit Plan;

(vi) make

or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation,

audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting

or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP;

(vii) transfer

or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any material Company Registered

IP or other Company IP (excluding non-exclusive licenses of Company IP to counterparties in the ordinary course of business consistent

with past practice), or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets;

(viii) terminate,

or waive or assign any material right under, any Company Material Contract or enter into any Contract that would be a Company Material

Contract, in any case outside of the ordinary course of business consistent with past practice;

(ix) fail

to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;

(x) fail

to use commercially reasonable efforts to maintain or renew any Permits necessary for the conduct of the Company Business;

(xi) establish

any Subsidiary or enter into any new line of business;

(xii) fail

to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage

with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect;

(xiii) revalue

any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply

with GAAP and after consulting with the Company’s outside auditors;

(xiv) waive,

release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation

relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises

that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by,

a Target Company or its Affiliates) not in excess of $500,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy

any material Actions, Liabilities or obligations, unless such amount has been reserved in the Company Unaudited Financial Statements;

(xv) close

or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities;

(xvi) acquire,

including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation,

partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside

the ordinary course of business consistent with past practice;

(xvii) make

capital expenditures in excess of $250,000 (individually for any project (or set of related projects) or $500,000 in the aggregate);

(xviii) adopt

a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

(xix) voluntarily

incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $250,000 individually or $400,000

in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan;

(xx) sell,

lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose

of any material portion of its properties, assets or rights;

(xxi) enter

into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company;

(xxii) take

any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority

to be obtained in connection with this Agreement;

(xxiii) enter

into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other

than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with

past practice); or

(xxiv) authorize

or agree to do any of the foregoing actions.

5.3 Conduct

of Business of SPAC.

(a) Unless

the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim

Period, except as expressly contemplated by this Agreement or the Ancillary Documents or as set forth on Schedule ‎5.3, SPAC

shall, and shall cause its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course

of business consistent with past practice, (ii) comply with all Laws applicable to SPAC and its Subsidiaries and their respective businesses,

assets and employees, and (iii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material

respects, their respective business organizations, to keep available the services of their respective managers, directors, officers,

employees and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent

with past practice. Notwithstanding anything to the contrary in this Section ‎5.3, nothing in this Agreement shall prohibit

or restrict SPAC from: (i) extending, in accordance with SPAC’s Organizational Documents and the IPO Prospectus, the deadline by

which it must complete its Business Combination (an “Extension”); (ii) incurring Extension Expenses; (iii) entering

into any Transaction Financing pursuant to Section ‎5.20 and (iv) redeeming the SPAC Class A Ordinary Shares held by

its Public Shareholders as those Public Shareholders request in connection with the Extension or the Closing pursuant to SPAC’s

Organizational Documents; and no consent of any other Party shall be required in connection therewith.

(b) Without

limiting the generality of Section ‎5.3(a) and except as contemplated by the terms of this Agreement or the Ancillary Documents

(including any Extension) or as set forth on Schedule ‎5.3, during the Interim Period, without the prior written consent of

the Company (such consent not to be unreasonably withheld, conditioned or delayed), SPAC shall not, and shall cause its Subsidiaries

to not:

(i) amend,

waive or otherwise change, in any respect, its Organizational Documents except as required by applicable Law;

(ii) authorize

for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities

or any options, warrants, restricted stock units, commitments, subscriptions or rights of any kind to acquire or sell any of its equity

securities, or other securities, including any securities convertible into or exchangeable for any of its equity securities or other

security interests of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect

to such securities; provided that nothing herein shall prevent SPAC from converting any SPAC Class B Ordinary Shares that are

issued and outstanding as of the date of this Agreement into SPAC Class A Ordinary Shares;

(iii) split,

reverse split, combine, subdivide, exchange, recapitalize or reclassify any of its shares or other equity interests or issue any other

securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination

thereof) in respect of its shares or other equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer

to acquire any of its securities;

(iv) incur,

create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $750,000 in

the aggregate, make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation

of any Person; provided that this Section ‎5.3(b)‎(iv) shall not prevent SPAC from borrowing funds necessary to

finance its ordinary course administrative costs and expenses and Expenses incurred in connection with the consummation of the Transactions

(including any Transaction Financing, and any Extension Expenses);

(v) make

or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation,

audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting

or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP;

(vi) amend,

waive or otherwise change the Trust Agreement in any manner adverse to SPAC or the Company;

(vii) terminate,

waive or assign any material right under any SPAC Material Contract;

(viii) fail

to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;

(ix) establish

any Subsidiary or enter into any new line of business;

(x) fail

to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage

with respect to its assets, operations and activities in such amount and scope of coverage substantially similar to that which is currently

in effect;

(xi) revalue

any of its material assets or make any material change in accounting methods, principles or practices, except to the extent required

to comply with GAAP and after consulting SPAC’s outside auditors;

(xii) waive,

release, assign, settle or compromise any claim, action or proceeding (including any Action relating to this Agreement or the transactions

contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary

damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, SPAC or its Subsidiary) not in excess of $100,000

(individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount

has been reserved in SPAC Financials;

(xiii)

acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any

corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets

outside the ordinary course of business;

(xiv)

make capital expenditures in excess of $100,000 individually for any project (or set of related projects) or $250,000 in the aggregate;

(xv)

adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization

(other than with respect to the Merger);

(xvi)

sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise

dispose of any material portion of its properties, assets or rights;

(xvii)

enter into any agreement, understanding or arrangement with respect to the voting of SPAC Securities;

(xviii)

take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental

Authority to be obtained in connection with this Agreement;

(xix)

hire any employees or adopt any Benefit Plans; or

(xx)

authorize or agree to do any of the foregoing actions.

5.4

Additional Financial Information.

(a)

The Company shall deliver the audited consolidated financial statements of the Target Companies as of and for each of the twelve (12)

months ended December 31, 2024 and December 31, 2025, consisting of the audited consolidated balance sheet of the Target Companies as

of December 31, 2024 and December 31, 2025, and the related audited consolidated income statement, changes in stockholders’ equity

and statement of cash flows for the twelve (12) months then ended, and the related notes thereto, audited by a PCAOB qualified auditor

in accordance with PCAOB auditing standards (the “Company Audited Financial Statements” and together with the

Company Unaudited Financial Statements, the “Company Financials”) to SPAC as soon as reasonably practicable

after the date of this Agreement, but no later than 45 days from the date of this Agreement (the “Audit Delivery Date”).

The Company Audited Financial Statements (i) shall be prepared in accordance with GAAP, (ii) shall fairly present, in all material respects,

the financial position, results of operations, stockholders’ deficit and cash flows of the Target Companies, (iii) shall be (A)

certified as audited in accordance with GAAP and the standards of the PCAOB by a PCAOB qualified auditor upon the filing of the initial

Registration Statement, (B) shall contain an unqualified report of the Target Companies’ auditors, and (C) shall be substantially

identical in all material respects to the Company Unaudited Financial Statements from the same period except that such Company Audited

Financial Statements shall comply in all material respects with the applicable accounting requirements and with the rules and regulations

of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates of delivery (including Regulation S-X or Regulation

S-K, as applicable).

(b)

During the Interim Period, the Company shall deliver to SPAC, substantially concurrently with the delivery of the same to the board of

directors of the Company, copies of such financial statements of the Target Companies as the Company provides to the board of directors

of the Company (collectively, the “Interim Financial Information”). During the Interim Period, the Company

will also promptly deliver to SPAC copies of any audited consolidated financial statements of the Target Companies that the Target Companies’

certified public accountants may issue.

5.5

SPAC Public Filings. During the Interim Period, SPAC will keep current and timely file all of its public filings with the SEC

and otherwise comply in all material respects with applicable securities Laws and shall use its reasonable best efforts prior to the

Closing to maintain the listing of SPAC Public Units, SPAC Class A Ordinary Shares, and SPAC Public Warrants on Nasdaq (or other public

stock market or exchange in the United States as may be agreed by the Company and SPAC).

5.6

No Solicitation; Change in Recommendation.

(a)

For purposes of this Agreement:

(i)

an “Acquisition Proposal” means any inquiry, proposal or offer, or any indication of interest in making an

offer or proposal, from any Person or group at any time relating to an Alternative Transaction,

(ii)

an “Alternative Transaction” means (A) with respect to the Company and its Affiliates, a transaction (other

than the transactions contemplated by this Agreement) concerning the sale or acquisition by a Person (or group of Persons) of (x) all

or any material part of the business or assets of the Target Companies (other than in the ordinary course of business consistent with

past practice) or (y) any of the shares or other equity interests or profits of the Target Companies, in any case, whether such

transaction takes the form of a sale of shares or other equity interests, assets, merger, consolidation, issuance of debt securities,

management Contract, joint venture or partnership, or otherwise and (B) with respect to SPAC and its Affiliates, a transaction (other

than the transactions contemplated by this Agreement) concerning a Business Combination involving SPAC.

(iii)

an “Intervening Event” means, with respect to the Company, a material event, fact, development, circumstance

or occurrence (but specifically excluding any Acquisition Proposal or Alternative Transaction) that was not known by, and was not reasonably

foreseeable to, the SPAC Board as of the date of this Agreement (or the consequences or magnitude of which were not known by, or reasonably

foreseeable to, the relevant board of directors as of the date of this Agreement), and that becomes known to such board of directors

after the date of this Agreement and prior to the time the Required SPAC Shareholder Approval is obtained, and does not relate to, and

excludes, (A) the transactions contemplated hereby or this Agreement (or any actions taken pursuant to this Agreement) including clearance

of the transactions by any Governmental Authority or under any other applicable Laws and any action in connection therewith taken pursuant

to or required to be taken pursuant to Section ‎5.9; (B) any change in the price or trading volume of SPAC Securities, and

that any such change described in this clause (C) described in subsections (i) and (ii) of the definition of “Material Adverse

Effect” may be taken into account in determining whether an Intervening Event has occurred to the extent that it disproportionately

affects the relevant Party, taken as a whole, relative to other participants worldwide in the industries in which such Party operates.

(b)

During the Interim Period, in order to induce the other Parties to continue to commit to expend management time and financial resources

in furtherance of the transactions contemplated hereby, each Party shall not, and shall cause its Representatives to not, without the

prior written consent of the Company and SPAC, directly or indirectly, (i) solicit, assist, initiate or facilitate the making, submission

or announcement of, or intentionally encourage, any Acquisition Proposal, (ii) furnish any non-public information regarding such Party

or its Affiliates or their respective businesses, operations, assets, Liabilities, financial condition, prospects or employees to any

Person or group (other than a Party to this Agreement or their respective Representatives) in connection with or in response to an Acquisition

Proposal, (iii) engage or participate in discussions or negotiations with any Person or group with respect to, or that could reasonably

be expected to lead to, an Acquisition Proposal, (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend,

any Acquisition Proposal, or otherwise change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold,

qualify or modify, the SPAC Board Recommendation (in the case of SPAC and Merger Sub) (a “Change in Recommendation”),

(v) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to

any Acquisition Proposal, (vi) release any third Person from, or waive any provision of, any confidentiality agreement to which such

Party is a party or (vii) agree or resolve to do any of the foregoing.

(c)

Each Party shall notify the others as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party

or any of its Representatives of any bona fide inquiries, proposals or offers, requests for non-public information or requests for discussions

or negotiations regarding or constituting any Acquisition Proposal or any bona fide inquiries, proposals or offers, requests for information

or requests for discussions or negotiations that would reasonably be expected to result in an Acquisition Proposal. Each Party shall

keep the others promptly informed of the status of any such inquiries, proposals, offers or requests for information. During the Interim

Period, each Party shall, and shall cause its Representatives to, immediately cease and cause to be terminated any solicitations, discussions

or negotiations with any Person with respect to any Acquisition Proposal and shall, and shall direct its Representatives to, cease and

terminate any such solicitations, discussions or negotiations.

(d)

Notwithstanding anything in this Section ‎5.6 or otherwise in this Agreement to the contrary, if, at any time prior to (but

not after) obtaining the Required SPAC Shareholder Approval, the SPAC Board determines in good faith, in response to an Intervening Event,

after consultation with its outside legal counsel, that the failure to make a Change in Recommendation would be a breach of its fiduciary

duties under applicable Law, SPAC’s board of directors may make a Change in Recommendation; provided that SPAC will not

be entitled to make, or agree or resolve to make, a Change in Recommendation unless (i) SPAC delivers to the Company a written notice

(a “Change in Recommendation Notice”) advising the Company that its board of directors proposes to take such

action and containing the material facts underlying the SPAC Board’s determination that an Intervening Event has occurred, and

(ii) at or after 5:00 p.m., New York City time, on the fifth Business Day immediately following the day on which the Change in Recommendation

Notice is delivered (such period from the time the Change in Recommendation Notice is delivered until 5:00 p.m. New York City time on

the fifth Business Day immediately following the day on which the Change in Recommendation Notice is delivered (it being understood that

any material development with respect to an Intervening Event shall require a new notice but with an additional three (3) Business Day-period

from the date of such notice), the “Change in Recommendation Notice Period”), the SPAC Board reaffirms in good

faith (after consultation with its outside legal counsel and taking into account any adjustments in the terms and conditions of this

Agreement offered by the Company as described in the following sentence) that the failure to make a Change in Recommendation would be

a breach of its fiduciary duties under applicable Law. If requested by the Company, SPAC will use its reasonable best efforts to cause

its Representatives to, during the Change in Recommendation Notice Period, engage in good faith negotiations with the Company and its

Representatives to make such adjustments in the terms and conditions of this Agreement so as to obviate the need for a Change in Recommendation.

(e)

Notwithstanding anything to the contrary contained in this Agreement, during a Change in Recommendation Notice Period, the obligations

of SPAC and/or SPAC Board to give notice for or to convene a meeting, to make a recommendation, or, except as required by applicable

Law, to make filings with the SEC with respect to the proposals contemplated herein shall be tolled to the extent reasonably necessary

until such time as SPAC has filed an update to the Registration Statement with the SEC (which SPAC shall file as promptly as practicable

after the Change in Recommendation by SPAC Board), and in the event a filing and/or notice for a meeting was made prior to the Change

in Recommendation Notice Period, SPAC shall be permitted to adjourn such meeting and to amend such filing as necessary in order to provide

sufficient time for the shareholders to consider any revised recommendation. To the fullest extent permitted by applicable Law, SPAC’s

obligations to establish a record date for, duly call, give notice of, convene and hold SPAC Extraordinary General Meeting shall not

be affected by any Change in Recommendation by SPAC Board.

(f)

Notwithstanding anything to the contrary herein, nothing in this Section ‎5.6 shall limit SPAC’s and its Representatives’

ability to (A) have discussions with third parties and provide such third parties confidential information in connection with a Transaction

Financing and (B) negotiate or enter into a letter of intent, agreement in principle, term sheet or definitive agreement relating to

any Transaction Financing to be consummated at Closing.

5.7

No Trading. Each Party acknowledges and agrees that it is aware, and that its respective Affiliates are aware (and each of their

respective Representatives is aware or, upon receipt of any material nonpublic information of SPAC, will be advised) of the restrictions

imposed by U.S. federal securities Laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the

“Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic

information about a publicly traded company. Each Party hereby agrees that, during the Interim Period, while it is in possession of such

material nonpublic information, it shall not purchase or sell any securities of SPAC (other than to engage in the Merger in accordance

with ‎Article I), communicate such information to any third party, take any other action with respect to SPAC in violation

of such Laws, or cause or encourage any third party to do any of the foregoing.

5.8

Notification of Certain Matters. During the Interim Period, each Party shall give prompt notice to the other Parties if such Party

or its Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or

its Affiliates hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including

any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the Transactions

or (ii) any non-compliance with any Law by such Party or its Affiliates; (c) receives any notice or other communication from any Governmental

Authority in connection with the Transactions; (d) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence

of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions to the

Closing set forth in ‎Article VI not being satisfied or the satisfaction of those conditions being materially delayed; or

(e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates, or any of

their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his,

her or its capacity as such, of such Party or of its Affiliates with respect to the consummation of the Transactions. No such notice

shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to

the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this

Agreement have been breached.

5.9

Efforts.

(a)

Subject to the terms and conditions of this Agreement, each Party shall use its commercially reasonable efforts, and shall cooperate

fully with the other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary,

proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement (including the

receipt of all applicable Consents of Governmental Authorities) and to comply as promptly as practicable with all requirements of Governmental

Authorities applicable to the transactions contemplated by this Agreement.

(b)

As soon as reasonably practicable following the date of this Agreement, the Parties shall reasonably cooperate with each other and use

(and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to prepare and file with Governmental

Authorities requests for approval that are required in connection with the transactions contemplated by this Agreement and shall use

commercially reasonable efforts to have such Governmental Authorities approve the transactions contemplated by this Agreement as may

be required. Each Party shall give prompt written notice to the other Parties if such Party or any of its Representatives receives any

notice from such Governmental Authorities in connection with the transactions contemplated by this Agreement, and shall promptly furnish

the other Parties with a copy of such Governmental Authority notice. If any Governmental Authority requires that a hearing or meeting

be held in connection with its approval of the transactions contemplated hereby, whether prior to the Closing or after the Closing, each

Party shall use commercially reasonable efforts to arrange for Representatives of such Party to be present for such hearing or meeting.

In furtherance and not in limitation of Section ‎5.9(a) or the immediately preceding sentence, to the extent required

under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint

of trade (“Antitrust Laws”), each Party hereto agrees to make any required filing or application under the

Antitrust Laws, with respect to the Transactions as promptly as practicable, to supply as promptly as reasonably practicable any additional

information and documentary material that may be requested pursuant to Antitrust Laws and to take all other actions necessary to cause

the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable. Each Party shall, in connection

with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust

Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other Party or its Affiliates in connection

with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private

Person, (ii) keep the other Parties reasonably informed of any communication received by such Party or its Representatives from, or given

by such Party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any

proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement, (iii) permit a Representative

of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in

advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with

any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives

of the other Parties the opportunity to attend and participate in such meetings and conferences, (iv) in the event a Party’s Representative

is prohibited from participating in or attending any meetings or conferences, the other Parties shall keep such Party promptly and reasonably

apprised with respect thereto, and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers,

filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any

regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.

(c)

If any objections are asserted with respect to the transactions contemplated by this Agreement under any applicable Law or if any Action

is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private Person challenging any of the

transactions contemplated by this Agreement or any Ancillary Document as violative of any applicable Law or which would otherwise prevent,

materially impede or materially delay the consummation of the transactions contemplated hereby or thereby, the Parties shall use their

commercially reasonable efforts to resolve any such objections or Actions so as to timely permit consummation of the transactions contemplated

by this Agreement and the Ancillary Documents, including in order to resolve such objections or Actions which, in any case if not resolved,

could reasonably be expected to prevent, materially impede or materially delay the consummation of the transactions contemplated hereby

or thereby. In the event any Action is instituted (or threatened to be instituted) by a Governmental Authority or private Person challenging

the transactions contemplated by this Agreement, or any Ancillary Document, the Parties shall, and shall cause their respective Representatives

to, reasonably cooperate with each other and use their respective commercially reasonable efforts to contest and resist any such Action

and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that

prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement or the Ancillary Documents.

(d)

At the request of SPAC, the Company shall make the members of its management reasonably available to participate in management presentations,

“road shows,” rating agency presentations, meetings with financing sources and similar events in connection with obtaining

the approval of SPAC shareholders, any “share recycling” efforts by SPAC and/or the obtaining of any debt or equity financing

(including Transaction Financing) or the obtaining of ratings or Governmental Authority and other third-party approvals.

5.10

Tax Matters.

(a)

(i) Each of the Parties shall use its reasonable best efforts to cause the Merger to qualify as a “reorganization” within

the meaning of Section 368(a)(2)(E) of the Code, and (ii) SPAC shall use its reasonable best efforts to cause the Domestication to qualify

as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code. None of the Parties shall (and each of the

Parties shall cause their respective Subsidiaries not to) take any action, or fail to take any action, that could reasonably be expected

to cause the Merger or the Domestication to fail to qualify, respectively, as a “reorganization” within the meaning of Section

368(a) of the Code. The Parties intend to report and shall report, for federal income tax purposes, and shall not take any position inconsistent

with (whether in audits, Tax Returns or otherwise) the treatment of, each of the Merger and the Domestication as a “reorganization”

within the meaning of Section 368(a) of the Code. Each of the Parties agrees to use reasonable best efforts to promptly notify all other

Parties of any challenge to the treatment described in this Section ‎5.10 by any Governmental Authority.

(b)

Any and all transfer, documentary, sales, use, stamp, registration and other similar Taxes, and all conveyance fees, recording charges

and other fees and charges (including any penalties and interest) incurred in connection with the Merger will be paid by the responsible

Party when due, and the responsible Party will, at its own expense, file all necessary Tax Returns and other documentation with respect

to all such Taxes, fees and charges.

5.11

Further Assurances. The Parties hereto shall further cooperate with each other and use their respective commercially reasonable

efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part

under this Agreement and applicable Laws to consummate the Transactions as soon as reasonably practicable, including preparing and filing

as soon as reasonably practicable all documentation to effect all necessary notices, reports and other filings.

5.12

The Registration Statement.

(a)

As promptly as practicable after the date hereof, SPAC and the Company shall prepare, and file with the SEC a registration statement

on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration

Statement”) in connection with the registration under the Securities Act of (i) the SPAC Common Stock to be issued under

this Agreement to the Company Stockholders pursuant to the Merger and (ii) the SPAC Common Stock and SPAC Warrants to be held by the

holders of SPAC Ordinary Shares and SPAC Warrants following the Closing, which Registration Statement will also contain a proxy statement

(as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC shareholders for the matters

to be voted on at an extraordinary general meeting of SPAC shareholders to be called and held for such purpose (the “SPAC

Extraordinary General Meeting”) and providing the Public Shareholders an opportunity in accordance with SPAC’s Organizational

Documents to have their SPAC Public Shares redeemed (the “Redemption”). The Proxy Statement shall include proxy

materials for the purpose of soliciting proxies from SPAC shareholders to vote, at the SPAC Extraordinary General Meeting, in favor of

resolutions approving (i) the adoption and approval of this Agreement, the Ancillary Documents and the transactions contemplated hereby

or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with Transaction Financing,

if any), by the holders of SPAC Ordinary Shares and the Domestication by the holders of SPAC Class B Ordinary Shares, in accordance with

SPAC’s Organizational Documents, the Companies Act, the DGCL and the rules and regulations of the SEC and Nasdaq, (ii) the adoption

and approval of the amended and restated certificate of incorporation of SPAC, substantially in the form attached hereto as Exhibit

H (the “Amended SPAC Charter”), (iii) adoption and approval of a new equity incentive plan for SPAC,

substantially in the form attached hereto as Exhibit J (the “Incentive Plan”), (iv) the appointment

of the members of the Post-Closing SPAC Board in accordance with Section ‎5.17 hereof, (v) the Insider Letter Amendment,

(vi) such other matters (or, to the extent applicable, excluding such approval matters) as the Company and SPAC shall hereafter mutually

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

this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “SPAC Shareholder Approval

Matters”), and (vii) the adjournment of the SPAC Extraordinary General Meeting to a later date or dates, if necessary or

desirable in the reasonable determination of the chairman of the SPAC Extraordinary General Meeting. If on the date for which SPAC Extraordinary

General Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder

Approval, SPAC may make one or more successive postponements or, with the consent of the SPAC Extraordinary General Meeting, adjournments

of SPAC Extraordinary General Meeting; provided that (x) in no event shall SPAC adjourn the SPAC Extraordinary General Meeting

to a date that is beyond the Outside Date and (y) if the SPAC Extraordinary General Meeting is postponed or adjourned for 30 days or

more, notice of the postponed or adjourned meeting shall be given as in the case of the original meeting . In connection with the Registration

Statement, SPAC and the Company will file with the SEC financial and other information about the transactions contemplated by this Agreement

in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPAC’s Organizational

Documents, the Companies Act, the DGCL and the rules and regulations of the SEC and Nasdaq. The Company shall promptly provide SPAC with

such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition

(financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or

in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue

statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances

under which they were made, not materially misleading.

(b)

SPAC and the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of SPAC’s Organizational

Documents, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, SPAC Extraordinary

General Meeting and the Redemption. Each of SPAC and the Company shall, and shall cause each of its Subsidiaries to, make their respective

directors, officers and employees, upon reasonable advance notice, available to the Company, SPAC and their respective Representatives

in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the

Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information

provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined

to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and the Company shall amend

or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC

and to be disseminated to SPAC shareholders and the Company Stockholders, in each case as and to the extent required by applicable Laws

and subject to the terms and conditions of this Agreement and SPAC’s Organizational Documents.

(c)

Each of SPAC and the Company shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially

reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective.

(d)

As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared effective

by the SEC, SPAC shall (X) distribute the Registration Statement to SPAC’s shareholders, and, pursuant thereto, shall call SPAC

Extraordinary General Meeting in accordance with SPAC’s Organizational Documents and the Companies Act for a date no later than

30 days following the effectiveness of the Registration Statement or as otherwise agreed upon by SPAC and the Company, and (Y) unless

the SPAC Board has effected Change in Recommendation in accordance with Section ‎5.6(d), (i) use its reasonable best efforts

to solicit from SPAC shareholders proxies in favor of the SPAC Shareholder Approval Matters prior to such SPAC Extraordinary General

Meeting, and (ii) take all other actions necessary or advisable to secure the affirmative votes from SPAC shareholders in favor of the

SPAC Shareholder Approval Matters, including enforcing the Sponsor Support Agreement.

(e)

SPAC shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, SPAC’s Organizational Documents and

this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the

calling and holding of SPAC Extraordinary General Meeting and the Redemption.

(f)

Prior to the Effective Time, the SPAC Board shall take all reasonable steps as may be required or permitted to cause any disposition

of the SPAC Securities that occurs or is deemed to occur by reason of or pursuant to the Transactions by each Person who is or will be

subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to SPAC to be exempt under Rule 16b-3 promulgated

under the Exchange Act, including by taking steps in accordance with the No-Action Letter, dated January 12, 1999.

5.13

Company Stockholder Meeting. As promptly as practicable after the Registration Statement has become effective and been distributed

by SPAC (and in all cases within ten days following such date), the Company will either (a) call a meeting of its stockholders in order

to obtain the Required Company Stockholder Approval (the “Company Special Meeting”), and the Company shall

use its reasonable best efforts to solicit from the Company Stockholders proxies in favor of the Required Company Stockholder Approval

prior to such Company Special Meeting, or (b) use its reasonable best efforts to obtain a signed written consent in lieu of a meeting

of its stockholders for the Required Company Stockholder Approval, and the Company shall take all other actions necessary or advisable

to secure the Required Company Stockholder Approval, including enforcing the Company Support Agreements.

5.14

Public Announcements.

(a)

The Parties agree that during the Interim Period, no public release, statement, filing, announcement or other public communication concerning

this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby, including the existence or status thereof,

shall be issued by any Party or any of its Affiliates without the prior written consent of SPAC and the Company (which consent shall

not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the

rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonably efforts to allow

SPAC and the Company, reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement

in advance of such issuance.

(b)

SPAC and the Company shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event

within four Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press

Release”). Promptly after the issuance of the Signing Press Release, SPAC shall file a current report on Form 8-K (the

“Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal

Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned

or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than

the third Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable

after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the transactions

contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press

Release, SPAC shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release

and a description of the Closing as required by Federal Securities Laws, which the Company shall have the opportunity to review, comment

upon and approve (such approval not to be unreasonably withheld, delayed or conditioned) prior to filing. In connection with the preparation

of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing

notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions

contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves,

their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection

with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party

to any third party and/or any Governmental Authority in connection with the transactions contemplated hereby.

5.15

Confidential Information.

(a)

The Company hereby agrees that during the Interim Period and, in the event that this Agreement is terminated in accordance with ‎Article

VII, for a period of two years after such termination, it shall, and shall cause its Representatives and its Affiliates that are

Controlled by the Company to: (i) treat and hold in strict confidence any SPAC Confidential Information, and will not use for any purpose

(except in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents, performing

their obligations hereunder or thereunder, enforcing their rights hereunder or thereunder, or in furtherance of their authorized duties

on behalf of SPAC or its Subsidiaries), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available

to any third party any of SPAC Confidential Information without SPAC’s prior written consent; and (ii) in the event that the Company

or any of its Representatives or Controlled Affiliates, during the Interim Period or, in the event that this Agreement is terminated

in accordance with ‎Article VII, for a period of two years after such termination, becomes legally compelled to disclose any

SPAC Confidential Information, (A) provide SPAC to the extent legally permitted with prompt written notice of such requirement so that

SPAC or an Affiliate thereof may seek, at SPAC’s cost, a protective Order or other remedy or waive compliance with this Section

‎5.15(a), and (B) in the event that such protective Order or other remedy is not obtained, or SPAC waives compliance with this

Section ‎5.15(a), furnish only that portion of such SPAC Confidential Information which is legally required to be provided

as advised in writing by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment

will be accorded such SPAC Confidential Information. In the event that this Agreement is terminated and the transactions contemplated

hereby are not consummated, the Company shall, and shall cause its Representatives and Controlled Affiliates to, promptly deliver to

SPAC or destroy (at SPAC’s election) any and all copies (in whatever form or medium) of SPAC Confidential Information and destroy

all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon; provided, however,

that the Company and its Representatives and Controlled Affiliates shall be entitled to keep any records required by applicable Law or

bona fide record retention policies; and provided further that any SPAC Confidential Information that is not returned or destroyed

shall remain subject to the confidentiality obligations set forth in this Agreement.

(b)

SPAC hereby agrees that during the Interim Period and, in the event that this Agreement is terminated in accordance with ‎Article

VII, for a period of two years after such termination (or in the case of Trade Secrets, for so long as such Company Confidential

Information remains a Trade Secret), it shall, and shall cause its Representatives, its Affiliates that are Controlled by SPAC, and Sponsor,

to: (i) treat and hold in strict confidence any Company Confidential Information, and will not use for any purpose (except in connection

with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents, performing its obligations hereunder

or thereunder or enforcing its rights hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate

or otherwise make available to any third party any of the Company Confidential Information without the Company’s prior written

consent; and (ii) in the event that SPAC or any of its Representatives or Controlled Affiliates, during the Interim Period or, in the

event that this Agreement is terminated in accordance with ‎Article VII, for a period of two (2) years after such termination

(or in the case of Trade Secrets, for so long as such Company Confidential Information remains a Trade Secret), becomes legally compelled

to disclose any Company Confidential Information, (A) provide the Company to the extent legally permitted with prompt written notice

of such requirement so that the Company may seek, at the Company’s sole expense, a protective Order or other remedy or waive compliance

with this Section ‎5.15‎(b) and (B) in the event that such protective Order or other remedy is not obtained, or the

Company waives compliance with this Section ‎5.15‎(b), furnish only that portion of such Company Confidential Information

which is legally required to be provided as advised in writing by outside counsel and to exercise its commercially reasonable efforts

to obtain assurances that confidential treatment will be accorded such Company Confidential Information. In the event that this Agreement

is terminated and the transactions contemplated hereby are not consummated, SPAC shall, and shall cause its Representatives and Controlled

Affiliates to, promptly deliver to the Company or destroy (at the Company’s election) any and all copies (in whatever form or medium)

of Company Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto

or based thereon; provided, however, that SPAC and its Representatives and Controlled Affiliates shall be entitled to keep

any records required by applicable Law or bona fide record retention policies; provided further that any Company Confidential

Information that is not returned or destroyed shall remain subject to the confidentiality obligations set forth in this Agreement. Notwithstanding

the foregoing, SPAC and its Representatives shall be permitted to disclose any and all Company Confidential Information to the extent

required by the Federal Securities Laws; provided that, to the extent legally permissible, SPAC and its Representatives and Controlled

Affiliates shall give the Company reasonable advance written notice of such disclosure.

5.16

Documents and Information. After the Closing Date, SPAC shall, and shall cause its Subsidiaries (including the Company) to, until

the seventh anniversary of the Closing Date, retain all books, records and other documents pertaining to the business of SPAC and the

Company in existence on the Closing Date.

5.17

Post-Closing Board of Directors and Executive Officers.

(a)

The Parties shall take all necessary action, including causing the directors of SPAC to resign effective as of the Closing, so that (i)

effective as of the Closing SPAC’s board of directors (the “Post-Closing SPAC Board”) will consist of

at least seven individuals, (ii) two persons designated by SPAC and reasonably acceptable to the Company (including the person designated

by SPAC on Schedule B attached hereto, who is hereby confirmed as reasonably acceptable to the Company) shall be appointed to

the Post-Closing SPAC Board, each of whom shall be required to qualify as an independent director under Nasdaq rules, and (iii) the five

persons designated by the Company on Schedule B attached hereto shall be appointed to the Post-Closing SPAC Board, at least three

of whom shall be required to qualify as independent under Nasdaq rules. The Amended Organizational Documents shall provide that the

Post-Closing SPAC Board will be a classified board with three classes of directors, with (I) one class of directors, the “Class

I Directors,” initially serving a one-year term, such initial term effective from the Closing until the first annual meeting of

the SPAC’s stockholders after the Closing (with any subsequent Class I Directors serving a three-year term), (II) a second

class of directors, the “Class II Directors,” initially serving a two-year term, such initial term effective from the Closing

until the second annual meeting of SPAC’s stockholders after the Closing (with any subsequent Class II Directors serving a three-year

term), and (III) a third a class of directors, the “Class III Directors,” serving a three-year term. One of the persons

designated by SPAC to serve on the Post-Closing SPAC Board shall serve as a “Class I Director,” and one of such persons shall

serve as a “Class II Director.” At or prior to the Closing, SPAC will provide each member of the Post-Closing SPAC Board

with a customary director indemnification agreement, substantially in the form attached hereto as Exhibit K.

(b)

The Parties shall take all action necessary, including causing the executive officers of SPAC to resign, so that the individuals serving

as the chief executive officer and chief financial officer, respectively, of SPAC immediately after the Closing will be the same individuals

(in the same office) as that of the Company immediately prior to the Closing (unless, at its sole discretion, the Company desires to

appoint another qualified person to either such role, in which case, such other person(s) identified by the Company shall serve in such

role or roles).

5.18

Indemnification of Directors and Officers; Tail Insurance.

(a)

All rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers

each of SPAC, Merger Sub and each Target Company, and each Person who served as a director, officer, manager, member, trustee or fiduciary

of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of either

SPAC or the Company (the “D&O Indemnified Persons”) as provided in their respective Organizational Documents

or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and SPAC, Merger Sub or a

Target Company, in each case as in effect on the date of this Agreement, shall survive the Closing and continue in full force and effect

in accordance with their respective terms to the extent permitted by applicable Law. For a period of six years after the Effective Time,

SPAC shall cause the Organizational Documents of SPAC and the Surviving Subsidiary to contain provisions no less favorable with respect

to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than those set forth in the Amended

Organizational Documents to the extent permitted by applicable Law. The provisions of this Section ‎5.18 shall survive

the Closing and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their

respective heirs and representatives.

(b)

For the benefit of each of SPAC’s directors and officers, SPAC shall, prior to the Effective Time, obtain and fully pay the premium

for a “tail” insurance policy that provides coverage for up to a six-year period from and after the Effective Time for events

occurring prior to the Effective Time (the “SPAC D&O Tail Insurance”) that is substantially equivalent

to and in any event not less favorable in the aggregate than SPAC’s existing policy or, if substantially equivalent insurance coverage

is unavailable, the best available coverage.

(c)

For the benefit of each of the Company’s directors and officers, the Company shall, prior to the Effective Time, obtain and fully

pay the premium for a “tail” insurance policy that provides coverage for up to a six-year period from and after the Effective

Time for events occurring prior to the Effective Time (the “Company D&O Tail Insurance”) that is substantially

equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy or, if substantially equivalent

insurance coverage is unavailable, the best available coverage.

(d)

SPAC and the Surviving Subsidiary shall maintain SPAC D&O Tail Insurance and the Company D&O Tail Insurance, in full force and

effect, and continue to honor the obligations thereunder, and SPAC and the Surviving Subsidiary shall timely pay or caused to be paid

all premiums with respect to the SPAC D&O Tail Insurance and the Company D&O Tail Insurance.

(e)

SPAC’s directors and officers and the Company’s director and officers entitled to the indemnification, liability limitation,

exculpation and insurance set forth in this Section ‎5.18 are intended to be third-party beneficiaries of this Section

‎5.18. This Section ‎5.18 shall survive the consummation of the transactions contemplated by this Agreement and shall

be binding on all successors and assigns of SPAC.

5.19

Trust Account Proceeds. SPAC shall take such steps as required or necessary to cause, upon the Closing, the funds in the Trust

Account, after taking into account payments for the Redemption, and any proceeds from any Transaction Financing to be used to pay first

(a) SPAC’s accrued and unpaid Expenses, then (b) SPAC’s deferred Expenses (including cash amounts payable to the IPO Underwriter

and any legal fees), then (c) any loans owed by SPAC to the Sponsor for any Expenses (including deferred Expenses) or other administrative

costs and expenses incurred by or on behalf of SPAC or Extension Expenses (to the extent to be paid in cash), and then (d) any other

unpaid Expenses of the Company as of the Closing. Such Expenses, as well as any Expenses that are required to be paid by delivery of

SPAC Common Stock, will be paid at the Closing. Any remaining cash will be used for working capital and general corporate purposes of

SPAC and the Surviving Subsidiary following the Closing.

5.20

Transaction Financing.

(a)

During the Interim Period, SPAC and the Company shall use reasonable best efforts to enter into written agreements (the “Financing

Agreements”) for Transaction Financings with aggregate proceeds of at least $100,000,000 on such terms and structuring

and using such strategy, placement agents and approach, as SPAC and the Company shall mutually agree.

(b)

SPAC and the Company shall, and shall cause their respective Representatives to cooperate with each other and their respective Representatives

in connection with such Transaction Financing and Financing Agreements and SPAC and the Company will use their respective reasonable

best efforts to cause such Transaction Financing to occur (including having the Company’s senior management participate in any

investor meetings and roadshows as reasonably requested by SPAC).

Article

CLOSING CONDITIONS

6.1

Conditions to Each Party’s Obligations. The obligations of each Party to consummate the Transactions shall be subject to

the satisfaction or written waiver (where permissible) by the Company and SPAC of the following conditions:

(a)

Required SPAC Shareholder Approval. The SPAC Shareholder Approval Matters that are submitted to the vote of the shareholders of

SPAC at the SPAC Extraordinary General Meeting in accordance with the Proxy Statement shall have been approved by the requisite vote

of the shareholders of SPAC at the SPAC Extraordinary General Meeting in accordance with SPAC’s Organizational Documents, applicable

Law and the Proxy Statement (the “Required SPAC Shareholder Approval”).

(b)

Required Company Stockholder Approval. The Company Special Meeting shall have been held in accordance with the DGCL and the Company

Charter, and at such meeting, the requisite vote of the holders of Company Stock (including any separate class or series vote that is

required, whether pursuant to the Company Charter, any stockholder agreement or otherwise) shall have authorized, approved and consented

to, the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which the Company is or is required

to be a party or bound, and the consummation of the transactions contemplated hereby and thereby, including the Merger, in accordance

with the DGCL and the Company Charter (the “Required Company Stockholder Approval”).

(c)

Antitrust Laws. Any waiting period (and any extension thereof) applicable to the consummation of this Agreement under any Antitrust

Laws shall have expired or been terminated.

(d)

Requisite Regulatory Approvals. All Consents required to be obtained from or made with any Governmental Authority in order to

consummate the transactions contemplated by this Agreement shall have been obtained or made.

(e)

No Adverse Law or Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether

temporary, preliminary or permanent) or Order that is then in effect and which has the effect of making the transactions or agreements

contemplated by this Agreement illegal or which otherwise prevents or prohibits consummation of the transactions contemplated by this

Agreement.

(f)

Appointment to the Board. The members of the Post-Closing SPAC Board shall have been elected or appointed as of the Closing consistent

with the requirements of Section ‎5.17.

(g)

Registration Statement. The Registration Statement shall have been declared effective by the SEC and shall remain effective as

of the Closing, and no stop order or similar order shall be in effect with respect to the Registration Statement.

(h)

Amended Organizational Documents. The Domestication shall have been completed and the Amended Organizational Documents shall have

been adopted as the Organizational Documents of SPAC.

(i)

Exchange Listing. The shares of SPAC Common Stock shall have been approved for listing on Nasdaq or NYSE upon the Closing.

(j)

Incentive Plan. SPAC shall have adopted, on or prior to Closing, the Incentive Plan.

6.2

Conditions to Obligations of the Company. In addition to the conditions specified in Section ‎6.1, the obligations

of the Company to consummate the Transactions are subject to the satisfaction or written waiver (by the Company) of the following conditions:

(a)

Representations and Warranties. (i) The SPAC Fundamental Representations shall be true and correct in all material respects on

and as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that

any such representation and warranty is expressly made as of an earlier date, in which case such representation and warranty shall be

true and correct in all material respects as of such earlier date), (ii) the representations and warranties set forth in Section ‎3.5(a)

and the first sentence of Section ‎3.5(b) shall be true and correct in all respects (except for de minimis inaccuracies)

on and as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent

that any such representation and warranty is expressly made as of an earlier date, in which case such representation and warranty shall

be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), (iii) the other representations

and warranties of SPAC in Article III (other than SPAC Fundamental Representations and the representations and warranties set

forth in Section ‎3.5(a) and the first sentence of Section ‎3.5(b) shall be true and correct (without giving effect

to any limitations as to “materiality” or any similar limitation set forth herein) in all respects on and as of the date

of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation

and warranty is expressly made as of an earlier date, in which case such representation and warranty shall be true and correct in all

respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, individually

and in the aggregate has not had a Material Adverse Effect on SPAC.

(b)

Agreements and Covenants. SPAC shall have performed in all material respects all of its obligations and complied in all material

respects with all of its agreements and covenants under this Agreement to be performed or complied with by SPAC on or prior to the Closing

Date.

(c)

Minimum Cash Condition. The sum of (i) the aggregate cash proceeds available for release from the Trust Account (after giving

effect to the completion and payment of the Redemption), plus (ii) the aggregate gross proceeds of any Transaction Financings

minus (iii) the aggregate amount of each Party’s Expenses (the “Net Cash Proceeds”), shall equal

or exceed $75,000,000.

(d)

Certain Ancillary Documents. Each of the Sponsor Support Agreement, the Insider Letter Amendment and the Amended Registration

Rights Agreement shall be in full force and effect in accordance with the terms thereof as of the Closing.

(e)

Closing Deliveries.

(i)

Officer Certificate. SPAC shall have delivered to the Company a certificate, dated the

Closing Date, signed by an executive officer of SPAC in such capacity, certifying as to the satisfaction of the conditions specified

in Sections ‎6.2(a) through ‎6.2(c).

(ii)

Secretary Certificate. SPAC shall have delivered to the Company a certificate from its

secretary or other executive officer certifying as to, and attaching, (A) copies of SPAC’s Organizational Documents as in effect

as of the Closing Date immediately prior to the Effective Time, (B) the resolutions of the SPAC Board authorizing and approving the execution,

delivery and performance of this Agreement and each of the Ancillary Documents to which it is a party or by which it is bound, and the

consummation of the transactions contemplated hereby and thereby, (C) evidence that the Required SPAC Shareholder Approval has been obtained

and (D) the incumbency of officers of SPAC authorized to execute this Agreement or any Ancillary Document to which SPAC is or is required

to be a party or otherwise bound.

(iii)

Escrow Agreement. The Company and Seller Representative shall have received a copy of the

Escrow Agreement, duly executed by SPAC, SPAC Representative and the Escrow Agent.

6.3

Conditions to Obligations of SPAC. In addition to the conditions specified in Section ‎6.1, the obligations of SPAC

to consummate the Transactions are subject to the satisfaction or written waiver (by SPAC) of the following conditions:

(a)

Representations and Warranties. (i) The Target Company Fundamental Representations shall be true and correct (without giving effect

to any limitation as to “materiality” set forth therein) in all material respects on and as of the date of this Agreement

and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty

is expressly made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects

as of such earlier date), (ii) the representations and warranties set forth in Section 4.3 shall be true and correct in all

respects (except for de minimis inaccuracies) on and as of the date of this Agreement and as of the Closing Date, as though made

on and as of the Closing Date, and (iii) the representations and warranties of the Company set forth in ‎Article IV (other

than the Target Company Fundamental Representations and the representations and warranties set forth in Section 4.3) shall

be true and correct (without giving effect to any limitation as to “materiality” or “Material

Adverse Effect” or any similar limitation set forth herein) in all respects on and as of the date of this Agreement and

on and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty

is expressly made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as

of such earlier date), except where the failure of such representations and warranties to be true and correct, individually and in the

aggregate has not had a Material Adverse Effect on the Company.

(b)

Agreements and Covenants. The Company shall have performed in all material respects all of its obligations and complied in all

material respects with all of its agreements and covenants under this Agreement to be performed or complied with by the Company on or

prior to the Closing Date.

(c)

No Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to the Company, since the date of this

Agreement, which is continuing and uncured.

(d)

Certain Ancillary Documents. Each of the Company Support Agreement, the Non-Competition and Non-Solicitation Agreement, the Employment

Agreement and the Amended Registration Rights Agreement shall be in full force and effect in accordance with the terms thereof as of

the Closing.

(e)

Termination of Certain Contracts. The Company shall have delivered SPAC evidence, in form and substance reasonably acceptable

to SPAC, that each of the Contracts set forth on Schedule ‎6.3(e) has been terminated as of immediately prior to the Effective

Time.

(f)

Preferred Conversion. The Preferred Conversion shall have been completed.

(g)

Closing Deliveries.

(i)

Officer Certificate. SPAC shall have received a certificate from the Company, dated as

the Closing Date, signed by an executive officer of the Company in such capacity, certifying as to the satisfaction of the conditions

specified in Sections ‎6.3‎(a), ‎6.3(b) and ‎6.3(c).

(ii)

Secretary Certificate. The Company shall have delivered to SPAC a certificate from its

secretary or other executive officer certifying as to, and attaching, (A) copies of each Target Company’s Organizational Documents

as in effect as of the Closing Date prior to the Effective Time, (B) the requisite resolutions of the Company authorizing and approving

the execution, delivery and performance of this Agreement and each Ancillary Document to which the Company is or is required to be a

party or bound, and the consummation of the Transactions, and the adoption of the Surviving Subsidiary’s Organizational Documents,

(C) evidence that the Required Company Stockholder Approval has been obtained and (D) the incumbency of officers authorized to execute

this Agreement or any Ancillary Document to which a Target Company is or is required to be a party or otherwise bound.

(iii)

Good Standing. The Company shall have delivered to SPAC a good standing certificate (or

similar documents applicable for such jurisdiction) for each Target Company certified as of a date no earlier than 30 days prior to the

Closing Date from the proper Governmental Authority of the Target Company’s jurisdiction of organization, in each case to the extent

that good standing certificates or similar documents are generally available in such jurisdictions.

(iv)

Escrow Agreement. SPAC shall have received a copy of the Escrow Agreement, duly

executed by the Seller Representative and the Escrow Agent.

6.4

Frustration of Conditions. Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any

condition set forth in this ‎Article VI to be satisfied if such failure was caused by the failure of such Party or its Affiliates

(or with respect to the Company, any Target Company) to comply with or perform any of its covenants or obligations set forth in this

Agreement.

Article

VII

TERMINATION AND EXPENSES

7.1

Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the

Closing as follows:

(a)

by mutual written consent of SPAC and the Company;

(b)

by written notice by SPAC or the Company if any of the conditions to the Closing set forth in ‎Article VI have not been satisfied

or waived by October 9, 2026 (the “Outside Date”); provided that, notwithstanding anything herein to

the contrary, if the SPAC obtains, prior to the Outside Date, (i) agreements have been entered into for Transaction Financing in the

aggregate gross amount of at least $75 million and (ii) the approval of its shareholders for an Extension, then the Outside Date, automatically

and without action on the part of any Party, shall be amended to November 9, 2026; provided further that the right to terminate

this Agreement under this Section ‎7.1(b) shall not be available to a Party if the breach or violation by such Party or its

Affiliates of any representation, warranty, covenant or obligation under this Agreement was the cause of, or resulted in, the failure

of the Closing to occur on or before the Outside Date;

(c)

by written notice by either SPAC or the Company to the other if a Governmental Authority of competent jurisdiction shall have issued

an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this

Agreement, and such Order or other action has become final and non-appealable; provided, however, that the right to terminate

this Agreement pursuant to this Section ‎7.1‎(c) shall not be available to a Party if the failure by such Party or its

Affiliates to comply with any provision of this Agreement has been a substantial cause of, or substantially resulted in, such action

by such Governmental Authority;

(d)

by written notice by the Company to SPAC, if (i) there has been a breach by SPAC of any of its representations, warranties, covenants

or agreements contained in this Agreement or if any representation or warranty of SPAC shall have become untrue or inaccurate, in any

case, which would result in a failure of a condition set forth in Section ‎6.2‎(a) or Section ‎6.2‎(b)

to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach), and

(ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written

notice of such breach or inaccuracy is provided to SPAC or (B) the Outside Date; provided that the Company shall not have the

right to terminate this Agreement pursuant to this Section ‎7.1(d) if at such time the Company is in material uncured breach

of this Agreement;

(e)

by written notice by SPAC to the Company, if (i) there has been a breach by the Company of any of its representations, warranties, covenants

or agreements contained in this Agreement, or if any representation or warranty of such Parties shall have become untrue or inaccurate,

in any case, which would result in a failure of a condition set forth in Section ‎6.3‎(a) or Section ‎6.3‎(b)

to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach), and

(ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice

of such breach or inaccuracy is provided to the Company or (B) the Outside Date; provided that SPAC shall not have the right to

terminate this Agreement pursuant to this Section ‎7.1(e) if at such time SPAC is in material uncured breach of this Agreement;

(f)

by written notice by SPAC to the Company, if there shall have been a Material Adverse Effect on the Target Companies following the date

of this Agreement which is uncured and continuing;

(g)

by written notice by the Company to SPAC prior to obtaining the Required SPAC Shareholder Approval, if the SPAC Board shall have (i)

made a Change in Recommendation or (ii) failed to include the SPAC Board Recommendation in the Proxy Statement; provided, however,

that the Company shall provide such written notice, if at all, within 72 hours after the occurrence of either (i) or (ii) above;

(h)

by written notice by either SPAC or the Company to the other, if the SPAC Extraordinary General Meeting is held (including any adjournment

or postponement thereof) and has concluded, SPAC’s shareholders have duly voted, and the Required SPAC Shareholder Approval was

not obtained;

(i)

by written notice by either SPAC or the Company to the other, if the Company Special Meeting is held (including any adjournment or postponement

thereof) and has concluded, the Company’s stockholders have duly voted, and the Required Company Stockholder Approval was not obtained;

(j)

by written notice by SPAC to the Company at any time within 60 days after the Audit Delivery Date if the Company has not delivered the

Company Audited Financial Statements to SPAC prior to the date of such notice of termination.

7.2

Effect of Termination.

(a)

This Agreement may only be terminated in the circumstances described in Section ‎7.1 and pursuant to a written notice

delivered by the applicable Party to the other applicable Parties, which sets forth the basis for such termination, including the provision

of Section ‎7.1 under which such termination is made.

(b)

In the event of the valid termination of this Agreement pursuant to Section ‎7.1, this Agreement shall forthwith

become void, and there shall be no Liability on the part of any Party or any of their respective Representatives, and all rights and

obligations of each Party shall cease, except: (i) Sections ‎5.14, ‎5.15, ‎7.3,

‎8.1, ‎Article IX and this Section ‎7.2 shall survive the termination

of this Agreement, and (ii) nothing herein shall relieve any Party from Liability for any willful breach of any representation, warranty,

covenant or obligation under this Agreement or any Fraud Claim against such Party, in either case, prior to termination of this Agreement

(in each case of clauses (i) and (ii) above, subject to Section ‎8.1).

7.3

Fees and Expenses. Subject to Section ‎8.1, all Expenses incurred in connection with this Agreement and the transactions

contemplated hereby shall be paid by the Party incurring such expenses, subject to Section ‎5.19; provided that (i)

if the Closing occurs, all expenses incurred by SPAC and the Company will be paid or reimbursed by SPAC from the Trust Account, the Transaction

Financing, or other cash sources available to SPAC or its Subsidiaries at the Closing, (ii) all fees, costs and expenses (including filing

fees) paid or payable by any Party or any of its Affiliates as a result of or in connection with or arising under any applicable Antitrust

Laws, including fees and expenses relating to any pre-merger notification required under the Hart-Scott-Rodino Antitrust Improvements

Act of 1976, as amended, shall be shared equally between the Parties, (iii) all fees, costs and expenses (including filing fees and printer

costs) paid or payable by any Party or any of its Affiliates as a result of or in connection with or arising from filing the Registration

Statement with the SEC shall be paid by SPAC, and (iv) all fees, costs and expenses (including filing fees) paid or payable by any Party

or any of its Affiliates as a result of or in connection with or arising from submitting to Nasdaq a listing application for the shares

of SPAC Common Stock (including any filing fees arising therefrom) shall be paid by SPAC.

7.4

Survival. The representations and warranties of the Parties contained in this Agreement or in any certificate or instrument delivered

by or on behalf of the Parties or their respective Representatives pursuant to this Agreement shall not survive the Closing, and from

and after the Closing, the Parties and their respective Representatives shall not have any further obligations, nor shall any claim be

asserted or action be brought against the Parties or their respective Representatives with respect thereto. The covenants and agreements

made by the Parties and their respective Representatives in this Agreement or in any certificate or instrument delivered pursuant to

this Agreement, including any rights arising out of any breach of such covenants or agreements, shall not survive the Closing, except

for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part

after the Closing (which such covenants shall survive the Closing and continue until fully performed in accordance with their terms).

Article

VIII

WAIVERS AND RELEASES

8.1

Waiver of Claims Against Trust. Reference is made to the IPO Prospectus. The Company and the Seller Representative each hereby

represents and warrants that it has read the IPO Prospectus and understands that SPAC has established the Trust Account containing the

proceeds of the IPO and the overallotment shares acquired by SPAC’s underwriters and from certain private placements occurring

simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public shareholders

(including overallotment shares acquired by SPAC’s underwriters) (the “Public Shareholders”) and that,

except as otherwise described in the IPO Prospectus, SPAC may disburse monies from the Trust Account only: (a) to the Public Shareholders

in the event they elect to redeem their SPAC Class A Ordinary Shares in connection with the consummation of SPAC’s initial business

combination (as such term is used in the IPO Prospectus) (the “Business Combination”) or in connection with

an extension of its deadline to consummate a Business Combination, (b) to the Public Shareholders if SPAC fails to consummate a Business

Combination within 24 months after the closing of the IPO, subject to extension by an amendment to SPAC’s Organizational Documents,

(c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any income taxes or (d)

to SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of SPAC entering into this Agreement

and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Company and the

Seller Representative hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement,

neither the Company nor the Seller Representative nor any of their respective Affiliates do now or shall at any time hereafter have any

right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against

the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with

or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC or any of its Representatives,

on the one hand, and the Company, the Seller Representative or any of their respective Representatives, on the other hand, or any other

matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all

such claims are collectively referred to herein as, the “Released Claims”). Each of the Company and the Seller

Representative, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims that it or any of its Affiliates

may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any

negotiations, contracts or agreements with SPAC or its Representatives and will not seek recourse against the Trust Account (including

any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with

SPAC or its Affiliates). Each of the Company and the Seller Representative agrees and acknowledges that such irrevocable waiver is material

to this Agreement and specifically relied upon by SPAC and its Affiliates to induce SPAC to enter in this Agreement, and each of the

Company and the Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party

and each of its respective Affiliates under applicable Law. To the extent that the Company or the Seller Representative or any of their

respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to SPAC

or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, each of the

Company and the Seller Representative hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against

funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming

on any of their behalf or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any

amounts contained therein. In the event that the Company or the Seller Representative or any of their respective Affiliates commences

Action based upon, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives which proceeding

seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether

in the form of money damages or injunctive relief, SPAC and its Representatives, as applicable, shall be entitled to recover from the

Company, the Seller Representative (on behalf of the Company Stockholders) and their respective, as applicable, the associated legal

fees and costs in connection with any such Action, in the event SPAC or its Representatives, as applicable, prevails in such Action.

This Section ‎8.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Article

MISCELLANEOUS

9.1

Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been

duly given when delivered (i) in person, (ii) by electronic means (including email), with affirmative confirmation of receipt; provided

that such Party provided an email address below, (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, in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be

specified by like notice):

to SPAC or Merger Sub at or prior to the Closing, to:

with

a copy (which will not constitute notice) to:

Launch Two Acquisition Corp.

Ellenoff Grossman & Schole LLP

180 Grand Avenue, Suite 1530

1345 Avenue of the Americas, 11th Floor

Oakland, California 94612

New York, New York 10105

Attn: James McEntee

Attn: David Landau, Esq.; Steven Mermelstein,

Esq.

If to SPAC Representative, to:

with a copy (which will not constitute notice) to:

Launch Two Sponsor, LLC

Ellenoff Grossman & Schole LLP

180 Grand Avenue, Suite 1530

1345 Avenue of the Americas, 11th Floor

Oakland, California 94612

New York, New York 10105

Attn: James McEntee

Attn: David Landau, Esq.; Steven Mermelstein,

Esq.

If to the Seller Representative, to:

with a copy (which will not constitute notice) to:

Allen Morgan

Morgan, Lewis & Bockius, LLP

c/o IdealabAZ, Inc.

101 Park Ave.

3219 East Camelback Rd, #812

New York, NY 10178-0060

Phoenix, AZ 85018

United States

Attn: Todd A. Hentges and Rahul Patel

If to the Company, to:

with a copy (which will not constitute notice) to:

NuCube Energy, Inc.

Morgan, Lewis & Bockius, LLP

1684 Elk Creek Drive

101 Park Ave.

Idaho Falls, Idaho 83404

New York, NY 10178-0060

Attn: Cristian Rabiti

United States

Attn: Todd A.

Hentges and Rahul Patel

9.2

Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of

the Parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of Law or

otherwise without the prior written consent of SPAC and the Company (and after the Closing, SPAC and the Seller Representative), and

any assignment without such consent shall be null and void; provided that no such assignment shall relieve the assigning Party

of its obligations hereunder.

9.3

Third Parties. Except for the rights of the D&O Indemnified Persons set forth in Section ‎5.18, which the Parties

acknowledge and agree are express third party beneficiaries of this Agreement, nothing contained in this Agreement or in any instrument

or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to

have been executed for the benefit of, any Person that is not a Party hereto or thereto or a successor or permitted assign of such a

Party.

9.4

Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State

of New York without regard to the conflict of laws principles thereof. All Actions arising out of or relating to this Agreement shall

be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court thereof) (the

“Specified Courts”). Each Party hereto hereby (a) submits to the exclusive jurisdiction of any Specified

Courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party hereto and (b) irrevocably

waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally

to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is

brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby

may not be enforced in or by any Specified Courts. Each Party agrees that a final judgment in any Action shall be conclusive and may

be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to

the service of the summons and complaint and any other process in any other Action relating to the transactions contemplated by this

Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address

set forth in Section ‎9.1. Nothing in this Section ‎9.4 shall affect the right of any Party to serve legal process

in any other manner permitted by Law. Notwithstanding the foregoing, the provisions related to the matters set forth in Article I

that relate to the Domestication, and all other provisions of this Agreement that are expressly or otherwise required to be governed

by the Laws of the Cayman Islands, shall be exclusively governed by and construed in accordance with the Laws of the Cayman Islands.

9.5

WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY

APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN

CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF

ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE

THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,

AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION ‎9.5.

9.6

Specific Performance. Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby

are unique, recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and

the non-breaching Parties may have not adequate remedy at law, and agree that irreparable damage would occur in the event that any of

the provisions of this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise

breached. Accordingly, each Party shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement

and to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to

prove that money damages would be inadequate, this being in addition to any other right or remedy to which such Party may be entitled

under this Agreement, at law or in equity.

9.7

Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such

provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal

and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or

impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction.

Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute

for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal

and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

9.8

Amendment. This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by SPAC, the

Company and the Seller Representative.

9.9

Waiver. SPAC on behalf of itself and its Affiliates, the Company on behalf of itself and its Affiliates, and the Seller Representative

on behalf of itself and the Company Stockholders may in its sole discretion (i) extend the time for the performance of any obligation

or other act of any other non-affiliated Party hereto, (ii) waive any inaccuracy in the representations and warranties by such other

non-affiliated Party contained herein or in any document delivered pursuant hereto and (iii) waive compliance by such other non-affiliated

with any covenant or condition contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing

signed by the Party or Parties to be bound thereby (including by the SPAC Representative or the Seller Representative in lieu of such

party to the extent provided in this Agreement). Notwithstanding the foregoing, no failure or delay by a Party in exercising any right

hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of

any other right hereunder. Notwithstanding the foregoing, any waiver of any provision of this Agreement after Closing shall also require

the prior written consent of the SPAC Representative and the Seller Representative.

9.10

Entire Agreement. This Agreement and the documents or instruments referred to herein, including any exhibits and schedules attached

hereto, which exhibits and schedules are incorporated herein by reference, together with the Ancillary Documents, embody the entire agreement

and understanding of the Parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations,

warranties, covenants or undertakings, other than those expressly set forth or referred to herein or the documents or instruments referred

to herein, which collectively supersede all prior agreements and the understandings among the Parties with respect to the subject matter

contained herein.

9.11

Interpretation. The table of contents and the Article and Section headings contained in this Agreement are solely for the purpose

of reference, are not part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement.

In this Agreement, unless the context otherwise requires: (a) any pronoun used in this Agreement shall include the corresponding masculine,

feminine or neuter forms, and words in the singular, including any defined terms, include the plural and vice versa; (b) any reference

to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted

by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) any accounting

term used and not otherwise defined in this Agreement or any Ancillary Document has the meaning assigned to such term in accordance with

GAAP; (d) the word “including” (and with correlative meaning “include”) means including without limiting the

generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without

limitation”; (e) the words “herein,” “hereto,” and “hereby” and other words of similar import

in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision

of this Agreement; (f) the word “if” and other words of similar import when used herein shall be deemed in each case to be

followed by the phrase “and only if”; (g) the term “or” means “and/or”; (h) any reference to the

term “ordinary course” or “ordinary course of business” shall be deemed in each case to be followed by the words

“consistent with past practice”; (i) any agreement, instrument, insurance policy, Law or Order defined or referred to herein

or in any agreement or instrument that is referred to herein means such agreement, instrument, insurance policy, Law or Order as from

time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the

case of statutes, regulations, rules or orders) by succession of comparable successor statutes, regulations, rules or orders and references

to all attachments thereto and instruments incorporated therein; (j) except as otherwise indicated, all references in this Agreement

to the words “Section,” “Article”, “Schedule” and “Exhibit” are intended to refer to

Sections, Articles, Schedules and Exhibits to this Agreement; and (k) the term “Dollars” or “$” means United

States dollars. Any reference in this Agreement to a Person’s directors shall include any member of such Person’s governing

body and any reference in this Agreement to a Person’s officers shall include any Person filling a substantially similar position

for such Person. Any reference in this Agreement or any Ancillary Document to a Person’s shareholders or stockholders shall include

any applicable owners of the equity interests of such Person, in whatever form, including with respect to SPAC its shareholders or stockholders

under the Companies Act, the DGCL, as then applicable, or its Organizational Documents. The Parties have participated jointly in the

negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this

Agreement shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise favoring

or disfavoring any Party by virtue of the authorship of any provision of this Agreement. To the extent that any Contract, document, certificate

or instrument is represented and warranted to by the Company to be given, delivered, provided or made available by the Company, in order

for such Contract, document, certificate or instrument to have been deemed to have been given, delivered, provided and made available

to SPAC or its Representatives, such Contract, document, certificate or instrument shall have been posted to the electronic data site

maintained on behalf of the Company for the benefit of SPAC and its Representatives and SPAC and its Representatives have been given

access to the electronic folders containing such information.

9.12

Counterparts. This Agreement and each Ancillary Document may be executed and delivered (including by facsimile or other electronic

transmission) in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed

shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

9.13

Legal Representation.

(a)

The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented SPAC, Merger Sub and/or the

Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also

represented SPAC and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS

will be permitted in the future, after Closing, to represent one or more of the Sponsor or its respective Affiliates in connection with

matters in which such Persons are adverse to SPAC, Merger Sub or any of their respective Affiliates, including any disputes arising out

of, or related to, this Agreement. The Company, who is or has the right to be represented by independent counsel in connection with the

Transactions, hereby agrees, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest

that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor or its Affiliates in which

the interests of such Person are adverse to the interests of SPAC, Merger Sub, the Company or any of their respective Affiliates, including

any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS

of SPAC, Merger Sub or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client

privilege, the Sponsor shall be deemed a client of EGS with respect to the negotiation, execution and performance of this Agreement and

the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client

confidence relating thereto shall belong solely to the Sponsor, shall be controlled by the Sponsor and shall not pass to or be claimed

by SPAC or the Surviving Subsidiary; provided further that nothing contained herein shall be deemed to be a waiver by SPAC or

any of its Affiliates (including after the Effective Time, the Surviving Subsidiary, and their respective Affiliates) of any applicable

privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

(b)

The Parties agree that, notwithstanding the fact that Morgan, Lewis & Bockius LLP (“MLB”) may have, prior

to the Closing, represented the Company the Seller Representative and the Company Security Holders in connection with this Agreement,

the Ancillary Documents and the Transactions, and has also represented the Company and/or its Affiliates in connection with matters other

than the Transactions, MLB will be permitted in the future, after the Closing, to represent the Seller Representative, the Company Security

Holders or their respective Affiliates in connection with matters in which such Persons are adverse to SPAC or the Surviving Subsidiary

or any of their respective Affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and the SPAC

Representative, who is or has the right to be represented by independent counsel in connection with the transactions contemplated by

this Agreement, hereby agrees, in advance, to waive (and to cause its Affiliates to waive) any actual or potential conflict of interest

that may hereafter arise in connection with MLB’s future representation after the Closing of one or more of the Company, the Seller

Representative, the Company Security Holders or their respective equity holders, Representatives or Affiliates in which the interests

of such Person are adverse to the interests of SPAC, the SPAC Representative or any of their respective Affiliates, including any matters

that arise out of this Agreement or the Transactions or that are substantially related to this Agreement, the Transactions or to any

prior representation by MLB of any Party hereto or any of their respective Affiliates. The Parties acknowledge and agree that, for the

purposes of the attorney-client privilege, the Seller Representative and the Company Security Holders shall be deemed the clients of

MLB with respect to the negotiation, execution and performance of this Agreement, the Ancillary Documents and the Transactions. All such

communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto

shall belong solely to, and be controlled by, the Seller Representative and the Company Security Holders, and shall not pass to or be

claimed by SPAC or the Surviving Subsidiary; provided further that nothing contained herein shall be deemed to be a waiver by

the Company or any of its Affiliates (including, after the Effective Time, SPAC and its Affiliates) of any applicable privileges or protections

that can or may be asserted to prevent disclosure of any such communications to any third party.

9.14

SPAC Representative.

(a) SPAC, on behalf of itself

and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints James McEntee,

in the capacity as the SPAC Representative, as each such Person’s agent, attorney-in-fact and representative, with full power of

substitution to act in the name, place and stead of such Person, to act on behalf of such Person from and after the Closing in connection

with: (i) controlling and making any determinations with respect to whether the Triggering Event has occurred and whether the Earnout

Shares are to be issued under Section ‎1.13; (ii) terminating, amending or waiving on behalf of such Person any provision

of this Agreement or any Ancillary Documents to which the SPAC Representative is a party or otherwise has rights in such capacity (together

with this Agreement, the “SPAC Representative Documents”); (iii) signing on behalf of such Person of any releases

or other documents with respect to any dispute or remedy arising under any SPAC Representative Documents; (iv) employing and obtaining

the advice of legal counsel, accountants and other professional advisors as the SPAC Representative, in its reasonable discretion, deems

necessary or advisable in the performance of its duties as the SPAC Representative and to rely on their advice and counsel; (v) incurring

and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the

transactions contemplated hereby, and any other out-of-pocket fees and expenses allocable or in any way relating to such transaction;

and (vi) otherwise enforcing the rights and obligations of any such Persons under any SPAC Representative Documents, including giving

and receiving all notices and communications hereunder or thereunder on behalf of such Person; provided that the Parties acknowledge

that the SPAC Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of SPAC

Securities (other than the Company Stockholders immediately prior to the Effective Time and their respective successors and assigns).

All decisions and actions by the SPAC Representative, including any agreement between the SPAC Representative and the Seller Representative,

shall be binding upon SPAC and its Subsidiaries, successors and assigns, and neither they nor any other Party shall have the right to

object, dissent, protest or otherwise contest the same. The provisions of this Section ‎9.14 are irrevocable and coupled

with an interest. The SPAC Representative hereby accepts its appointment and authorization as the SPAC Representative under this Agreement.

(b)

The SPAC Representative shall not be liable for any act done or omitted under any SPAC Representative Document as the SPAC Representative

while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of

counsel shall be conclusive evidence of such good faith. SPAC shall indemnify, defend and hold harmless the SPAC Representative from

and against any and all Losses incurred without gross negligence, bad faith or willful misconduct on the part of the SPAC Representative

(in its capacity as such) and arising out of or in connection with the acceptance or administration of the SPAC Representative’s

duties under any SPAC Representative Document, including the reasonable fees and expenses of any legal counsel retained by the SPAC Representative.

In no event shall the SPAC Representative in such capacity be liable under or in connection with any SPAC Representative Document for

any indirect, punitive, special or consequential damages. The SPAC Representative shall be fully protected in relying upon any written

notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no

Person shall have any Liability for relying on the SPAC Representative in the foregoing manner. In connection with the performance of

its rights and obligations hereunder, the SPAC Representative shall have the right at any time and from time to time to select and engage,

at the cost and expense of SPAC, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain

such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the SPAC Representative

may deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to the SPAC Representative

under this Section ‎9.14(b) shall survive the Closing and continue indefinitely.

(c)

The Person serving as the SPAC Representative may resign upon ten days’ prior written notice to SPAC and the Seller Representative;

provided that the SPAC Representative appoints in writing a replacement SPAC Representative. Each successor SPAC Representative

shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original SPAC Representative, and

the term “SPAC Representative” as used herein shall be deemed to include any such successor SPAC Representatives.

9.15

Seller Representative.

(a)

Each Company Stockholder, by approval of the Transactions and this Agreement, on behalf of itself and its successors and assigns, irrevocably

constitutes and appoints IdealabAZ, Inc., in the capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact

of such Persons with full powers of substitution to act in the name, place and stead thereof with respect to the performance on behalf

of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party

or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”),

as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such

documents on behalf of such Person, if any, as the Seller Representative will deem necessary or appropriate in connection with any of

the transactions contemplated under the Seller Representative Documents, including: (i) controlling and making any determinations with

respect to whether the Triggering Event has occurred and whether the Earnout Shares are to be issued under Section ‎1.13;

(ii) terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document; provided

that any such action, if material to the rights and obligations of the Company Stockholders in the reasonable judgment of the Seller

Representative, will be taken in the same manner with respect to all Company Stockholders unless otherwise agreed upon by each Company

Stockholder who is subject to any disparate treatment of a potentially material and adverse nature; (iii) signing on behalf of such Person

any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Document; (iv) employing

and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable

discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and

counsel; (v) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant

to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction,

whether incurred prior or subsequent to Closing; and (vi) otherwise enforcing the rights and obligations of any such Persons under any

Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such

Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the SPAC

Representative, shall be binding upon each Company Stockholder and their respective successors and assigns, and neither they nor any

other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section ‎9.15

are irrevocable and coupled with an interest. The Seller Representative hereby accepts its appointment and authorization as the Seller

Representative under this Agreement.

(b)

Any other Person, including the SPAC Representative, SPAC and the Company may conclusively and absolutely rely, without inquiry, upon

any actions of the Seller Representative as the acts of the Company Stockholders under any Seller Representative Documents. The SPAC

Representative, SPAC and the Company shall be entitled to rely conclusively on the instructions and decisions of the Seller Representative

as to (i) the settlement of any disputes with respect to Section ‎1.13, (ii) any payment instructions provided by the

Seller Representative or (iii) any other actions required or permitted to be taken by the Seller Representative hereunder, and no Company

Stockholder shall have any cause of action against the SPAC Representative, SPAC, the Company for any action taken by any of them in

reliance upon the instructions or decisions of the Seller Representative. None of the SPAC Representative, SPAC, or the Company shall

have any Liability to any Company Stockholder for any allocation or distribution among the Company Stockholders by the Seller Representative

of payments made to or at the direction of the Seller Representative. All notices or other communications required to be made or delivered

to a Company Stockholder under any Seller Representative Document shall be made to the Seller Representative for the benefit of such

Company Stockholder, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to

such Company Stockholder with respect thereto. All notices or other communications required to be made or delivered by a Company Stockholder

shall be made by the Seller Representative (except for a notice under Section ‎9.15(d) of the replacement of the

Seller Representative).

(c)

The Seller Representative will act for the Company Stockholders on all of the matters set forth in this Agreement in the manner the Seller

Representative believes to be in the best interest of the Company Stockholders, but the Seller Representative will not be responsible

to the Company Stockholders for any Losses that any Company Stockholder may suffer by reason of the performance by the Seller Representative

of the Seller Representative’s duties under this Agreement, other than Losses arising from the bad faith, gross negligence or willful

misconduct by the Seller Representative in the performance of its duties under this Agreement. From and after the Closing, the Company

Stockholders shall jointly and severally indemnify, defend and hold the Seller Representative harmless from and against any and all Losses

reasonably incurred without gross negligence, bad faith or willful misconduct on the part of the Seller Representative (in its capacity

as such) and arising out of or in connection with the acceptance or administration of the Seller Representative’s duties under

any Seller Representative Document, including the reasonable fees and expenses of any legal counsel retained by the Seller Representative.

In no event shall the Seller Representative in such capacity be liable hereunder or in connection herewith for any indirect, punitive,

special or consequential damages. The Seller Representative shall not be liable for any act done or omitted under any Seller Representative

Document as the Seller Representative while acting in good faith and without willful misconduct or gross negligence, and any act done

or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Seller Representative shall be fully

protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including

facsimiles or copies thereof, and no Person shall have any Liability for relying on the Seller Representative in the foregoing manner.

In connection with the performance of its rights and obligations hereunder, the Seller Representative shall have the right at any time

and from time to time to select and engage, at the reasonable cost and expense of the Company Stockholders, attorneys, accountants, investment

bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records

and incur other reasonable out-of-pocket expenses, as the Seller Representative may reasonably deem necessary or appropriate from time

to time. All of the indemnities, immunities, releases and powers granted to the Seller Representative under this Section ‎9.15

shall survive the Closing and continue indefinitely.

(d)

If the Seller Representative shall die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities

as representative and agent of the Company Stockholders, then the Company Stockholders shall, within ten days after such death, disability,

dissolution, resignation or other event, appoint a successor Seller Representative by vote or written consent of the Company Stockholders

holding in the aggregate a pro rata share in excess of 50% of the aggregate Pro Rata Shares of all Company Stockholders, and promptly

thereafter (but in any event within two Business Days after such appointment) notify the SPAC Representative and SPAC in writing of the

identity of such successor. Any such successor so appointed shall become the “Seller Representative” for purposes of this

Agreement.

Article

DEFINITIONS

10.1

Certain Definitions. For purpose of this Agreement, the following capitalized terms have the following meanings:

“Action”

means any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint,

stipulation, assessment or arbitration, or any request (including any request for information), inquiry, hearing, proceeding or investigation,

by or before any Governmental Authority.

“Affiliate”

means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such

Person. For the avoidance of doubt, Sponsor shall be deemed to be an Affiliate or SPAC prior to the Closing.

“Amended

Organizational Documents” means collectively, the Amended SPAC Charter and the amended and restated bylaws of the SPAC,

substantially in the form attached hereto as Exhibit I.

“Ancillary

Documents” means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates

and instruments to be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement.

“Atomic

Energy Act” means the Atomic Energy Act of 1954, as amended.

“Benefit

Plans” of any Person means any and all deferred compensation, executive compensation, incentive compensation, phantom equity,

option, stock appreciation right, restricted stock, restricted stock unit, equity purchase or other equity-based compensation plan, employment

or consulting, severance, change in control, retention or termination pay, employee or consultant loan program, vacation, sick, or other

bonus, deferred compensation plan or practice, hospitalization or other medical, life, death, disability or other insurance, fringe benefit,

Section 125 cafeteria plan, welfare, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement,

commitment or arrangement, Foreign Pension Plan, and each other employee benefit plan, program, agreement or arrangement, including each

“employee benefit plan” as such term is defined under Section 3(3) of ERISA (including any similar plan subject to laws of

a jurisdiction outside of the United States), maintained or contributed to or required to be contributed to by a Person for the benefit

of any employee or former employee of such Person, or with respect to which such Person has any Liability, whether direct or indirect,

actual or contingent, whether formal or informal, and whether legally binding or not.

“Business

Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York,

New York are authorized to close for business, excluding as a result of “stay at home”, “shelter-in-place”, “non-essential

employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental

authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New

York, New York are generally open for use by customers on such day.

“Cayman

Islands Registrar” means the Registrar of Companies of the Cayman Islands.

“Change

of Control” means (i) a transfer (whether by merger, consolidation, exchange or otherwise), in one transaction or a series

of related transactions, to a person or group of affiliated persons (other than an underwriter of SPAC’s securities), of SPAC’s

securities if, after such closing, such person or group of affiliated persons would hold at least a majority of the total voting power

represented by the outstanding voting securities of SPAC or such other surviving or resulting entity, (ii) any reorganization, amalgamation

or other consolidation of SPAC, other than a transaction or series of related transactions in which the holders of the voting securities

of SPAC outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction

or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of

SPAC or such other surviving or resulting entity, or (iii) a sale, lease or other disposition of all or substantially all of the assets

of SPAC and its Subsidiaries.

“Code”

means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as amended. Reference to a specific section of

the Code shall include such section and any valid treasury regulation promulgated thereunder.

“Company

Charter” means the certificate of incorporation of the Company, as amended and effective under the DGCL, prior to the Effective

Time.

“Company

Common Stock” means the common stock of the Company, par value $0.00001 per share.

“Company

Confidential Information” means all confidential or proprietary documents and information concerning the Target Companies

or any of their respective Representatives, furnished in connection with this Agreement or the Transactions; provided, however,

that Company Confidential Information shall not include any information which, (i) at the time of disclosure by SPAC or its Representatives,

is generally available publicly and was not disclosed in breach of this Agreement or (ii) at the time of the disclosure by a Target

Company or its Representatives to SPAC or its Representatives was previously known by such receiving party without violation of Law or

any confidentiality obligation by the Person receiving such Company Confidential Information.

“Company

Convertible Securities” means, collectively, the Company Options, the Company Warrants, the Company SAFEs and any other

options, warrants or rights to subscribe for or purchase any equity securities of the Company or securities convertible into or exchangeable

for, or that otherwise confer on the holder any right to acquire any equity securities of the Company (but excluding any Company Stock).

“Company

Equity Awards” means the Company Options.

“Company

Equity Plan” means the Company’s 2023 Equity Incentive Plan.

“Company

Option” means an option to purchase Company Common Stock that was granted pursuant to the Company Equity Plan.

“Company

Preferred Stock” means, collectively, the Pre-Seed 1 Preferred Stock, Series Seed Preferred Stock, the Series A-1 Preferred

Stock, the Series A-2 Preferred Stock, and the Series A-3 Preferred Stock.

“Company

Privacy and Data Security Policies” means all of the Company’s past or present, internal or public-facing policies,

notices, and statements concerning the privacy, security, or Processing of Personal Information, including written information security

policies.

“Company

SAFEs” means securities of the Company representing the right to receive a certain number of shares of Company Common Stock,

upon the occurrence of particular events specified in the underlying Contract.

“Company

Securities” means, collectively, the Company Stock, the Company Options, the Company Warrants and any other Company Convertible

Securities.

“Company

Security Holders” means, collectively, the holders of Company Securities.

“Company

Stock” means, collectively, the Company Common Stock and the Company Preferred Stock.

“Company

Stockholders” means, collectively, the holders of Company Stock.

“Company

Unaudited Financial Statements” means the unaudited consolidated financial statements of the Target Companies, consisting

of the combined balance sheets of the Target Companies and the related combined income statements, changes in stockholder equity and

statements of cash flows for each of the years ended, and as of, December 31, 2024 and December 31, 2025.

“Company

Warrant” means a warrant to purchase Company Stock.

“Consent”

means any consent, approval, waiver, authorization or Permit of, or notice to or declaration or filing with any Governmental Authority

or any other Person.

“Contracts”

means all contracts, agreements (other than purchase orders), binding arrangements, bonds, notes, indentures, mortgages, debt instruments,

purchase order, licenses (and all other contracts, agreements or binding arrangements concerning Intellectual Property), franchises,

leases and other instruments or obligations of any kind, written or oral (including any amendments and other modifications thereto).

“Control”

of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies

of such Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled”, “Controlling”

and “under common Control with” have correlative meanings. Without limiting the foregoing a Person (the “Controlled

Person”) shall be deemed Controlled by (a) any other Person (i) owning beneficially, as meant in Rule 13d-3 under the Exchange

Act, securities entitling such Person to cast ten percent or more of the votes for election of directors or equivalent governing authority

of the Controlled Person or (ii) entitled to be allocated or receive ten percent or more of the profits, losses, or distributions of

the Controlled Person; (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other than

a member having no management authority that is not a Person described in clause (a) above) of the Controlled Person; or (c) a spouse,

parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an

Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate of the

Controlled Person is a trustee.

“Copyrights”

means any works of authorship, including but not limited to mask works, textual works, visual, pictorial, or graphical works, or compilations

of data or other information and all copyrights therein, including all renewals and extensions, copyright registrations and applications

for registration and renewal, and non-registered copyrights.

“DGCL”

means the General Corporation Law of the State of Delaware, as amended.

“Environmental

Law” means any Law in any way relating to (a) the protection of human health and safety, (b) the protection, preservation

or restoration of the environment and natural resources (including air, water vapor, surface water, groundwater, drinking water supply,

surface land, subsurface land, plant and animal life or any other natural resource), or (c) the exposure to, or the use, storage, recycling,

treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous Materials, including

the Comprehensive Environmental Response, Compensation and Liability Act, 42 USC. Section 9601 et. seq., the Resource Conservation and

Recovery Act, 42 USC. Section 6901 et. seq., the Toxic Substances Control Act, 15 USC. Section 2601 et. seq., the Federal Water Pollution

Control Act, 33 USC. Section 1151 et seq., the Clean Air Act, 42 USC. Section 7401 et seq., the Federal Insecticide, Fungicide and Rodenticide

Act, 7 USC. Section 111 et. seq., Occupational Safety and Health Act, 29 USC. Section 651 et. seq. (to the extent it relates to exposure

to Hazardous Materials), the Asbestos Hazard Emergency Response Act, 15 USC. Section 2601 et. seq., the Safe Drinking Water Act, 42 USC.

Section 300f et. seq., the Oil Pollution Act of 1990 and analogous state acts.

“Environmental

Liabilities” means, in respect of any Person, all Liabilities, obligations, responsibilities, Remedial Actions, Losses,

damages, costs, and expenses (including all reasonable fees, disbursements, and expenses of counsel, experts, and consultants and costs

of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand by any

other Person or in response to any violation of Environmental Law, whether known or unknown, accrued or contingent, whether based in

contract, tort, implied or express warranty, strict liability, criminal or civil statute, to the extent based upon, related to, or arising

under or pursuant to any Environmental Law, Environmental Permit, Order, or Contract with any Governmental Authority or other Person,

that relates to any environmental, health or safety condition, violation of Environmental Law, or a Release or threatened Release of

Hazardous Materials.

“ERISA”

means the U.S. Employee Retirement Income Security Act of 1974, as amended.

“ERISA

Affiliate” means each person (as defined in Section 3(9) of ERISA) which together with any Target Company or any of its

Subsidiaries would be deemed to be a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“Exchange

Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange

Ratio” means the result of (i) the Purchase Price divided by the Reference Price over (ii) the Fully Diluted

Company Shares.

“Expense

Threshold” means $5,000,000.

“Expenses”

shall mean, with respect to a Party, all of such Party’s reasonable and documented third-party, out-of-pocket fees, costs and expenses,

including all such fees, costs and expenses with respect to counsel, accountants, investment bankers, financial advisors, financing sources,

experts and consultants to a Party hereto or any of its Affiliates, exchange listings, SEC filings, compliance with Antitrust Laws, the

Transaction Financing and obtaining the SPAC D&O Tail Insurance or the Company D&O Tail Insurance, as applicable, incurred by

a Party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution or performance of this

Agreement or any Ancillary Document related hereto and all other matters related to the consummation of the Transactions. With respect

to SPAC, Expenses shall include (in each case without duplication) any and all deferred expenses (including fees or commissions payable

to the underwriters and any legal fees) of the IPO upon consummation of a Business Combination, any Indebtedness of SPAC, any guarantee

or endorsement by SPAC of any Indebtedness, Liability or obligation of any Person, any capital expenditures of SPAC, the costs, expenses

and/or compensation of any service providers to SPAC, and any costs and expenses (such expenses, “Extension Expenses”)

necessary for an Extension (including any of the foregoing incurred by Sponsor or its Affiliates or SPAC’s directors or officers,

in each case on behalf of SPAC and for which SPAC is or may become liable).

“Foreign

Pension Plan” means any plan, fund (including, without limitation, any superannuation fund) or other similar program (other

than social security or social insurance) established or maintained outside of the United States by any Target Company or any one or

more of its Affiliates primarily for the benefit of employees of a Target Company or one or more of its Affiliates residing outside the

United States, which plan, fund or other program provides, or results in, retirement income, a deferral of income in contemplation of

retirement or payments to be made upon termination of employment, and which is not subject to ERISA or the Code.

“Founder

Registration Rights Agreement” means the Registration Rights Agreement, dated as of October 7, 2024, by and among SPAC,

Sponsor and the other “Holders” named therein.

“Fraud

Claim” means any claim based in whole or in part upon fraud.

“Fully

Diluted Company Shares” means, without duplication, (a) the total number of issued and outstanding shares of Company Common

Stock issued and outstanding as of immediately prior to the Effective Time (after giving effect to the Preferred Conversion), plus (b)

the aggregate number of shares of Company Common Stock issuable upon, or pursuant to the conversion of Company SAFEs, plus (c)

the aggregate number of shares of Company Common Stock issuable upon, or pursuant to, the exercise of Company Options that are issued

and outstanding as of immediately prior to the Effective Time, treating such outstanding Company Options as having been exercised in

full (calculated on a “cashless” (i.e., net exercise) basis), plus (d) the aggregate number of shares of Company Common

Stock issuable upon, or pursuant to, the exercise of Company Warrants that are issued and outstanding as of immediately prior to the

Effective Time, treating such Company Warrants as having been exercised in full (calculated on a “cashless” (i.e., net exercise)

basis).

“GAAP”

means generally accepted accounting principles as in effect in the United States of America.

“Governmental

Authority” means any federal, state, local, foreign or other governmental, quasi-governmental or administrative body, instrumentality,

department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving

panel or body.

“Hazardous

Material” means any waste, gas, liquid or other substance or material that is defined, listed or designated as a “hazardous

substance”, “pollutant”, “contaminant”, “hazardous waste”, “regulated substance”,

“hazardous chemical”, or “toxic chemical” (or by any similar term) under any Environmental Law, or any other

material regulated, or that could result in the imposition of Liability or responsibility, under any Environmental Law, including petroleum

and its by-products, asbestos, polychlorinated biphenyls, radon, mold, and urea formaldehyde insulation.

“Indebtedness”

of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money (including the outstanding principal

and accrued but unpaid interest), (b) all obligations of such Person for the deferred purchase price of property or services (other than

trade payables incurred in the ordinary course of business), (c) any other indebtedness of such Person that is evidenced by a note, bond,

debenture, credit agreement or similar instrument, (d) all obligations of such Person under leases that should be classified as “finance

leases” in accordance with GAAP, (e) all obligations of such Person for the reimbursement of any obligor on any line or letter

of credit, banker’s acceptance, guarantee or similar credit transaction, in each case, that has been drawn or claimed against,

(f) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated

to be made by such Person, whether periodically or upon the happening of a contingency, (g) all obligations for borrowed money secured

by a Lien on any property of such Person, (h) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with

payment of any Indebtedness of such Person, and (i) all obligations of the type described in clauses (a) through (h) above of any other

Person which is directly or indirectly guaranteed by such Person or which such Person has agreed (contingently or otherwise) to purchase

or otherwise acquire or in respect of which it has otherwise assured a creditor against loss.

“Insider

Letter” means that certain letter agreement, dated as of October 7, 2024, by and among SPAC, the Sponsor and the officers

and directors of SPAC.

“Intellectual

Property” means all rights, title and interest in or relating to intellectual property throughout the world, whether protected,

created or arising under the laws of the United States or any other jurisdiction, including: (a) all Patents; (b) all Copyrights; (c)

all Trademarks; (d) all Internet Assets; (e) all Trade Secrets; (f) all Software; and (g) all other intellectual property rights, proprietary

rights, or confidential information and materials.

“Internet

Assets” means any and all domain name registrations, web sites and web addresses and related rights, items and documentation

related thereto, and applications for registration therefor.

“IPO”

means the initial public offering of SPAC Public Units (and any successor equity thereto) pursuant to the IPO Prospectus.

“IPO

Prospectus” means the final prospectus of SPAC, dated as of October 7, 2024, and filed with the SEC on October 8, 2024

(File No. 333-280965).

“IPO

Underwriter” means Cantor Fitzgerald & Co.

“IRS”

means the U.S. Internal Revenue Service (or any successor Governmental Authority).

“Knowledge”

means, with respect to (i) the Company, the actual knowledge of the executive officers of any Target Company, after reasonable inquiry

or (ii) any other Party, (A) if an entity, the actual knowledge of its executive officers, after reasonable inquiry, or (B) if a natural

person, the actual knowledge of such Party after reasonable inquiry.

“Law”

means any federal, state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code, edict,

decree, proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, Order or Consent that

is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the

authority of any Governmental Authority.

“Liabilities”

means any and all liabilities, Indebtedness, Actions or obligations of any nature (whether absolute, accrued, contingent or otherwise,

whether known or unknown, whether direct or indirect, whether matured or unmatured, whether due or to become due and whether or not required

to be recorded or reflected on a balance sheet under GAAP or other applicable accounting standards), including Tax liabilities due or

to become due.

“Lien”

means any mortgage, pledge, security interest, attachment, right of first refusal, option, proxy, voting trust, encumbrance, lien or

charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof), restriction (whether

on voting, sale, transfer, disposition or otherwise), any subordination arrangement in favor of another Person, or any filing or agreement

to file a financing statement as debtor under the Uniform Commercial Code or any similar Law.

“Lock-Up

Stockholders” means each Person listed on Schedule 1.1.

“Loss”

means any and all losses, obligations, penalties, amounts actually paid in settlement to a third party, damages (including consequential

damages), amounts paid in settlement, costs and expenses (including reasonable (a) expenses of investigation, (b) court costs and (c)

attorneys’ fees and expenses), in each case arising out of or related to any Action, Order or other Liability.

“Material

Adverse Effect” means, with respect to any specified Person, any fact, event, occurrence, change or effect that has had,

or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business, assets, Liabilities,

results of operations or condition (financial or otherwise) of such Person and its Subsidiaries, taken as a whole, or (b) the ability

of such Person or any of its Subsidiaries on a timely basis to consummate the transactions contemplated by this Agreement or the Ancillary

Documents to which it is a party or bound or to perform its obligations hereunder or thereunder; provided, however, that for purposes

of clause (a) above, any changes or effects directly or indirectly attributable to, resulting from, relating to or arising out of the

following (by themselves or when aggregated with any other, changes or effects) shall not be deemed to be, constitute, or be taken into

account when determining whether there has or may, would or could have occurred a Material Adverse Effect: (i) changes in GAAP or other

applicable accounting principles or mandatory changes in the regulatory accounting requirements applicable to any industry in which such

Person and its Subsidiaries principally operate; (ii) conditions caused by acts of God, terrorism, war (whether or not declared), earthquakes,

hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires, weather conditions, natural or man-made disasters (which are not caused

by the respective Party or any of its Affiliates or Representatives), emergencies (which are not caused by the respective Party or any

of its Affiliates or Representatives), calamities, epidemics, pandemics, disease outbreaks, other acts of God or other force majeure

events in the United States or other political conditions or natural disasters; and (iii) with respect to SPAC, the consummation and

effects of the Redemption (or any redemption in connection with the Extension); provided, however, that any event, occurrence,

fact, condition, or change referred to in clauses (i)–(ii) immediately above shall be taken into account in determining whether

a Material Adverse Effect has occurred or could reasonably be expected to occur only to the extent that such event, occurrence, fact,

condition, or change has a disproportionate effect on such Person or any of its Subsidiaries compared to other participants worldwide

in the industries in which such Person or any of its Subsidiaries primarily conducts its businesses.

“Nasdaq”

means The Nasdaq Stock Market LLC.

“NRC”

means the U.S. Nuclear Regulatory Commission or any successor agency that regulates civilian nuclear energy activities in the United

States.

“Nuclear

Laws” means the Atomic Energy Act, and the relevant NRC implementing regulations.

“NYSE”

means the New York Stock Exchange.

“Order”

means any order, decree, ruling, judgment, injunction, writ, determination, binding decision, verdict, judicial award or other action

that is or has been made, entered, rendered, or otherwise put into effect by or under the authority of any Governmental Authority.

“Organizational

Documents” means, with respect to any Person that is an entity, its certificate of incorporation or formation, bylaws,

operating agreement, memorandum and articles of association or similar organizational documents, in each case, as amended and/or restated.

“Owned

Real Property” means all land, together with all buildings, structures, improvements and fixtures located thereon, and

all easements and other rights and interests appurtenant thereto, owned by any of the Target Companies.

“Patents”

means any patents, patent applications and the inventions, designs and improvements described and claimed therein, patentable inventions,

and other patent rights (including any divisionals, provisionals, continuations, continuations-in-part, substitutions, reexamined patents

or reissues thereof, whether or not patents are issued on any such applications and whether or not any such applications are amended,

modified, divided, continued, abandoned, withdrawn, or refiled).

“Permits”

means all federal, state, local or foreign or other third-party permits, grants, easements, filings, accreditations, consents, approvals,

authorizations, exemptions, licenses, franchises, concessions, ratifications, permissions, clearances, confirmations, endorsements, waivers,

certifications, designations, ratings, registrations, qualifications or orders of any Governmental Authority or any other Person.

“Permitted

Liens” means (a) Liens for Taxes or assessments and similar governmental charges or levies, which either are (i) not delinquent

or (ii) being contested in good faith and by appropriate proceedings, and adequate reserves have been established with respect thereto,

(b) Liens for mechanic’s, materialmen’s, carriers’, repairers’ and other Liens imposed by operation of Law arising

in the ordinary course of business for amounts that are not yet delinquent or are being contested in good faith by appropriate proceedings

and for which sufficient reserves have been established in accordance with GAAP or IFRS, as applicable, (c) Liens incurred or deposits

made in the ordinary course of business in connection with social security, (d) Liens on goods in transit incurred pursuant to documentary

letters of credit or operational expenses, in each case arising in the ordinary course of business, (e) Liens arising under this Agreement

or any Ancillary Document, (f) encumbrances and restrictions on real property (including easements, covenants, conditions, rights of

way and similar restrictions) that do not prohibit or materially interfere with the Company’s use or occupancy of such real property,

(g) zoning, entitlement, conservation restriction and other land use and Environmental Laws promulgated by Governmental Authorities that

do not and would not, individually or in the aggregate, materially impair the current use of any real property subject to the Company

Real Property Leases, (h) cash deposits or cash pledges to secure the payment of workers’ compensation, unemployment insurance,

social security benefits or obligations arising under similar Laws or to secure the performance of public or statutory obligations, surety

or appeal bonds, and other obligations of a like nature, in each case in the ordinary course of business and which are not yet due and

payable, (i) non-exclusive licenses to any rights in Intellectual Property rights granted in the ordinary course of business consistent

with past practice, (j) restrictions on the transfer of securities after the Closing Date arising under applicable securities’

laws, and (k) the Liens listed and described on Schedule 10.1.

“Person”

means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership),

limited liability company, exempted company, association, registered trust, trustee of a trust, or other entity or organization, including

a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

“Personal

Information” means any information that either directly or indirectly identifies or, alone or in combination with any other

information, could reasonably be used to identify, locate, or contact a natural Person, or that relates or links to, or is reasonably

linkable to an identified or identifiable individual, including name, street address, telephone number, email address, identification

number issued by a Governmental Authority, credit card number, bank information, customer or account number, online identifier, device

identifier, IP address, browsing history, search history, or other website, application, or online activity or usage data, location data,

biometric data, medical or health information, or any other information that is considered “personally identifiable information,”

“personal information,” or “personal data” under applicable Law, and all data associated with any of the foregoing

that are or could reasonably be used to develop a profile or record of the activities of a natural Person across multiple websites or

online services, to predict or infer the preferences, interests, or other characteristics of a natural Person, or to target advertisements

or other content or products or services to a natural Person.

“Personal

Property” means any machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant,

parts and other tangible personal property.

“Pre-Seed

1 Preferred Stock” means the Pre-Seed 1 Preferred Stock of the Company.

“Privacy

Laws” means all applicable Laws, Orders, and binding guidance issued by any Governmental Authority concerning the privacy,

security, or Processing of Personal Information (including Laws of jurisdictions where Personal Information was collected), including,

as applicable, data breach notification Laws, consumer protection Laws, Laws concerning requirements for website and mobile application

privacy policies and practices, Social Security number protection Laws, data security Laws, and Laws concerning email, text message,

or telephone communications.

“Pro

Rata Share” means with respect to each Company Security Holder, the percentage set forth opposite such Company Security

Holder’s name on the Closing Consideration Spreadsheet.

“Processing”

means any operation performed on Personal Information or that relevant Privacy Laws include in the definition of processing, processes,

or process, including the collection, creation, receipt, access, use, handling, recording, compilation, analysis, organizing, monitoring,

maintenance, retention, storage, holding, transmission, transfer, protection, disclosure, amendment, distribution, erasure, destruction,

or disposal of Personal Information.

“Reference

Price” means $10.82.

“Release”

means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, or leaching into the indoor

or outdoor environment, or into or out of any property.

“Remedial

Action” means all actions to (i) clean up, remove, treat, or in any other way address any Hazardous Material, (ii) prevent

the Release of any Hazardous Material so it does not endanger or threaten to endanger public health or welfare or the indoor or outdoor

environment, (iii) perform pre-remedial studies and investigations or post-remedial monitoring and care, or (iv) correct a condition

of noncompliance with Environmental Laws.

“Representatives”

means, as to any Person, such Person’s Affiliates and the respective managers, directors, officers, employees, independent contractors,

consultants, advisors (including financial advisors, counsel and accountants), agents and other legal representatives of such Person

or its Affiliates.

“SEC”

means the U.S. Securities and Exchange Commission (or any successor Governmental Authority).

“Securities

Act” means the Securities Act of 1933, as amended.

“Series

A-1 Preferred Stock” means the Series A-1 Preferred Stock of the Company.

“Series

A-2 Preferred Stock” means the Series A-2 Preferred Stock of the Company.

“Series

A-3 Preferred Stock” means the Series A-3 Preferred Stock of the Company.

“Series

Seed Preferred Stock” means the Series Seed Preferred Stock of the Company.

“Software”

means any computer software programs, including all source code, object code, and documentation related thereto and all software modules,

libraries, repositories, tools and databases.

“SOX”

means the U.S. Sarbanes-Oxley Act of 2002, as amended.

“SPAC

Board” means the board of directors of SPAC.

“SPAC

Class A Ordinary Shares” means, prior to the Domestication, the Class A ordinary shares of a par value of $0.0001 per share,

of SPAC.

“SPAC

Class B Ordinary Shares” means, prior to the Domestication, the Class B ordinary shares of a par value of $0.0001 per share,

of SPAC.

“SPAC

Common Stock” means, following the Domestication, the common stock, par value $0.0001 per share, of SPAC.

“SPAC

Confidential Information” means all confidential or proprietary documents and information concerning SPAC or any of its

Representatives; provided, however, that SPAC Confidential Information shall not include any information which, (i) at the time

of disclosure by a Target Company or any of its Representatives, is generally available publicly and was not disclosed in breach of this

Agreement or (ii) at the time of the disclosure by SPAC or its Representatives to a Target Company or any of its Representatives, was

previously known by such receiving party without violation of Law or any confidentiality obligation by the Person receiving such SPAC

Confidential Information. For the avoidance of doubt, from and after the Closing, SPAC Confidential Information will include the confidential

or proprietary information of the Target Companies.

“SPAC

Fundamental Representations” means the representations and warranties specified in Section ‎3.1 (Organization

and Standing), Section ‎3.2 (Authorization; Binding Agreement); Section ‎3.4 (Non-Contravention); Section ‎3.5(a)

(Capitalization); Section ‎3.5(b) (other than the first sentence of Section ‎3.5(b)) (Capitalization); and Section

‎3.17 (Finders and Brokers).

“SPAC

Ordinary Shares” means SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares, collectively.

“SPAC

Preference Shares” means, prior to the Domestication, preference shares of a par value of $0.0001 per share, of SPAC.

“SPAC

Private Warrants” means one whole warrant that was issued in a private placement that closed simultaneously with the IPO,

with each whole warrant entitling the holder thereof to purchase one SPAC Class A Ordinary Share at a purchase price of $11.50 per share.

“SPAC

Public Share” means one SPAC Class A Ordinary Share that was included as part of each SPAC Public Unit.

“SPAC

Public Units” means the units issued in the IPO (including overallotment units acquired by the IPO underwriters) consisting

of one SPAC Class A Ordinary Share and one-half of one SPAC Public Warrant.

“SPAC

Public Warrants” means one half of one warrant that was included as part of each SPAC Public Unit, with each whole warrant

entitling the holder thereof to purchase one SPAC Class A Ordinary Share at a purchase price of $11.50 per share.

“SPAC

Securities” means SPAC Public Units, SPAC Ordinary Shares, SPAC Preference Shares and SPAC Warrants, collectively.

“SPAC

Warrants” means SPAC Private Warrants and SPAC Public Warrants, collectively.

“Sponsor”

means Launch Two Sponsor LLC, a Delaware limited liability company.

“Subsidiary”

means, with respect to any Person, any corporation, partnership, association or other business entity, which (i) if a corporation, a

majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election

of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more

of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, a

majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly,

by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons will be deemed

to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons will be allocated

a majority of partnership, association or other business entity gains or losses or will be or control the managing director, managing

member, general partner or other managing Person of such partnership, association or other business entity. A Subsidiary of a Person

will also include any variable interest entity which is consolidated with such Person under applicable accounting rules.

“Target

Company” and “Target Companies” means each of the Company and its direct and indirect Subsidiaries.

“Target

Company Fundamental Representations” means the representations and warranties specified in Section ‎4.1 (Organization

and Standing), Section ‎4.2 (Authorization; Binding Agreement); Section ‎4.6 (Non-Contravention); and Section

‎4.27 (Finders and Brokers).

“Tax

Return” means any return, declaration, report, claim for refund, information return or other documents (including any related

or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or

collection of any Taxes or the administration of any Laws or administrative requirements relating to any Taxes.

“Taxes”

means (a) all direct or indirect federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, value-added,

ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, tax collected at source, equalization levy,

payroll, employment, social security and related contributions due in relation to the payment of compensation to employees, excise, severance,

stamp, occupation, premium, property, windfall profits, alternative minimum, estimated, customs, duties or other taxes, fees, assessments

or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts with respect

thereto, (b) any Liability for payment of amounts described in clause (a) whether as a result of being a member of an affiliated, consolidated,

combined or unitary group for any period or otherwise through operation of law and (c) any Liability for the payment of amounts described

in clauses (a) or (b) as a result of any tax sharing, tax group, tax indemnity or tax allocation agreement with, or any other express

or implied agreement to indemnify, any other Person.

“Trade

Secrets” means any trade secrets, confidential business information, concepts, ideas, designs, research or development

information, processes, procedures, techniques, technical information, specifications, operating and maintenance manuals, engineering

drawings, methods, know-how, data, mask works, discoveries, inventions, modifications, extensions, improvements, and other proprietary

rights (whether or not patentable or subject to copyright, trademark, or trade secret protection).

“Trademarks”

means any trademarks, service marks, trade dress, trade names, brand names, internet domain names, designs, logos, or corporate names

(including, in each case, the goodwill associated therewith), whether registered or unregistered, and all registrations and applications

for registration and renewal thereof.

“Trading

Day” means any day on which shares of SPAC Common Stock are actually traded on the Trading Market.

“Trading

Market” means from and after the Closing, at any particular time of determination, the principal United States securities

exchange or securities market on which the shares of SPAC Common Stock are then traded.

“Transaction

Financing” means a capital raising transaction in connection with the Transactions structured as one or a combination of

common equity, preferred equity, convertible equity or debt, non-redemption or backstop arrangements with respect to the Trust Account,

a committed equity facility, debt facility, and/or other sources of cash or cash equivalents, in each case, whether such investment is

into SPAC or the Company.

“Transactions”

means the transactions contemplated by this Agreement and the Ancillary Documents.

“Trust

Account” means the trust account established by SPAC with the proceeds from the IPO pursuant to the Trust Agreement in

accordance with the IPO Prospectus.

“Trust

Agreement” means that certain Investment Management Trust Agreement, dated as of October 7, 2024, as it may be amended,

by and between SPAC and the Trustee, as well as any other agreements entered into, related to or governing the Trust Account.

“Trustee”

means Continental Stock Transfer & Trust Company, in its capacity as trustee under the Trust Agreement.

“VWAP”

means the volume-weighted average price per share of SPAC Common Stock on Nasdaq or NYSE, or another national securities exchange, as

applicable, for each Business Day in such period for which such exchange is open for trading, as calculated by Bloomberg Financial LP

under the function “VWAP.” VWAP shall be appropriately adjusted, if applicable, to account for any (a) equity dividend or

distribution on SPAC Common Stock, (b) subdivision or reclassification of outstanding SPAC Common Stock into a greater number of shares

or (c) combination or reclassification of SPAC Common Stock into a smaller number of shares.

“Warrant

Agreement” means that Warrant Agreement, dated as of October 7, 2024, as it may be amended, by and between SPAC and the

Continental Stock Transfer & Trust Company, in its capacity as warrant agent.

10.2

Section References. The following capitalized terms, as used in this Agreement, have the respective meanings given to them in

the Section as set forth below adjacent to such terms:

Term

Section

Acquisition

Proposal

‎5.6(a)

Agreement

Preamble

Alternative

Transaction

‎5.6(a)

Amended

Organizational Documents

‎5.12(a)

Amended

Registration Rights Agreement

Recitals

Amended

SPAC Charter

‎5.12(a)

Antitrust

Laws

‎5.9(b)

Assumed

Option

‎1.9(d)

Assumed

Warrant

‎1.9(e)

Audit

Delivery Date

‎5.4(a)

Business

Combination

‎8.1

Certificate

of Domestication

‎1.7

Certificate

of Merger

‎1.2

Change

in Recommendation

‎5.6(b)

Change

in Recommendation Notice

‎5.6(d)

Change

in Recommendation Notice Period

‎5.6(d)

Closing

‎2.1

Closing

Consideration Spreadsheet

‎1.12(a)

Closing

Date

‎2.1

Term

Section

Closing

Filing

‎5.14(b)

Closing

Press Release

‎5.14(b)

Companies

Act

Recitals

Company

Preamble

Company

Audited Financial Statements

‎5.4(a)

Company

Benefit Plan

‎4.18(a)

Company

Business

Recitals

Company

D&O Tail Insurance

‎5.18(c)

Company

Disclosure Schedules

‎Article

Company

Financials

‎5.4(a)

Company

‎4.13(d)

Company

IP Licenses

‎4.13(a)

Company

Material Contracts

‎4.12(a)

Company

Permits

‎4.10

Company

Real Property Leases

‎4.15(a)

Company

Registered IP

‎4.13(a)

Company

Special Meeting

‎5.13

Company

Support Agreements

Recitals

D&O

Indemnified Persons

‎5.18(a)

Domestication

Recitals

Domestication

Effective Time

‎1.7

Earnout

Participation

‎1.13(a)

Earnout

Period

‎1.13(a)

Earnout

‎1.13(a)

Earnout

Statement

‎1.13(d)

EDGAR

‎Article

III

Effective

Time

‎1.2

EGS

‎2.1

Employment

Agreement

Recitals

Enforceability

Exceptions

‎3.2

Environmental

Permits

‎4.19(a)

Escrow

Account

‎1.13(a)

Escrow

Agent

‎1.13(a)

Escrow

Agreement

‎1.13(a)

Escrow

Property

‎1.13(a)

Excluded

Securities

‎1.9(c)

Extension

‎5.3(a)

Extension

Expenses

‎10.1

Federal

Securities Laws

‎5.7

Financing

Agreements

‎5.20(a)

Incentive

Plan

‎5.12(a)

Interim

Financial Information

‎5.4(b)

Interim

Period

‎5.1(a)

Intervening

Event

5.6(a)(iii)

Investment

Company Act

‎3.16

Term

Section

Merger

Recitals

Merger

Consideration

‎1.8

Merger

Sub

Preamble

Net

Cash Proceeds

‎6.2(c)

OFAC

‎3.18(c)

Off-the-Shelf

Software

‎4.13(a)

Outbound

IP License

‎4.13(c)

Outside

Date

‎7.1(b)

Party(ies)

Preamble

Post-Closing

SPAC Board

‎5.17(a)

Preferred

Conversion

‎1.6

Privacy

Agreements

‎4.24(a)

Proxy

Statement

‎5.12(a)

Public

Certifications

‎3.6(a)

Public

Shareholders

‎8.1

Purchase

Price

‎1.8

Redemption

‎5.12(a)

Registration

Statement

‎5.12(a)

Person

‎4.20

Released

Claims

‎8.1

Required

Company Stockholder Approval

‎6.1(b)

Required

SPAC Shareholder Approval

‎6.1(a)

SEC

Reports

‎3.6(a)

Security

Incident

‎4.24(d)

Seller

Representative

Preamble

Seller

Representative Documents

‎9.15(a)

Price Target

‎1.13(b)

Signing

Filing

‎5.14(b)

Signing

Press Release

‎5.14(b)

SPAC

Preamble

SPAC

Board Recommendation

Recitals

SPAC

D&O Tail Insurance

‎5.18(b)

SPAC

Disclosure Schedules

‎Article

III

SPAC

Extraordinary General Meeting

‎5.12(a)

SPAC

Financials

‎3.6(c)

SPAC

Material Contract

‎3.13(a)

SPAC

Minimum Cash Notice

‎1.14

SPAC

Representative

Preamble

SPAC

Representative Document

‎9.14(a)

SPAC

Shareholder Approval Matters

‎5.12(a)

Specified

Courts

‎9.4

Sponsor

Support Agreement

Recitals

Surviving

Subsidiary

‎1.1

Top

Suppliers

‎4.22

Transfer

Agent

‎1.11(a)

Triggering

Event

‎1.13(b)

{REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS}

WITNESS WHEREOF, each Party hereto has caused this Business Combination Agreement to be signed and delivered as of the date first written

above.

SPAC:

LAUNCH

TWO ACQUISITION CORP.

By:

/s/ James

J. McEntee, III

Name:

James J. McEntee, III

Title:

Chief Executive Officer

Merger

Sub:

TESSERACT

MERGER SUB INC.

By:

/s/

Jurgen van de Vyver

Name:

Jurgen van de Vyver

Title:

President

The

Company:

NUCUBE

ENERGY, INC.

By:

/s/ Cristian

Rabiti

Name:

Cristian

Rabiti

Title:

Chief Executive Officer

SPAC

Representative:

JAMES MCENTEE

By:

/s/ James J. McEntee, III

Name:

James J. McEntee, III

Seller

Representative:

IDEALABAZ,

INC.

By:

/s/

Allen Morgan

Name:

Allen Morgan

Title:

Chief Executive Officer

EX-10.1 — FORM OF COMPANY SUPPORT AGREEMENT, DATED AS OF JUNE 25, 2026, BY AND AMONG LAUNCH TWO ACQUISITION CORP., NUCUBE ENERGY, INC. AND THE HOLDERS PARTY THERETO

EX-10.1

Filename: ea029604801ex10-1.htm · Sequence: 3

Exhibit

10.1

COMPANY

SUPPORT AGREEMENT

This

Company Support Agreement (this “Agreement”) is made as of June 25, 2026, by and among (i) Launch Two Acquisition

Corp., a Cayman Islands exempted company incorporated with limited liability (together with its successors, the “SPAC”),

(ii) NuCube Energy, Inc., a Delaware corporation (the “Company”), and (iii) each of the undersigned

securityholders (collectively, the “Holders” and each, a “Holder”) of the Company.

Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.

WHEREAS,

on or about the date hereof, (i) the SPAC, (ii) Tesseract Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the

SPAC (“Merger Sub”), (iii) the Company and (iv) certain other persons party thereto, have entered into that

certain Business Combination Agreement (as amended from time to time in accordance with the terms thereof, the “Business

Combination Agreement”), pursuant to which, subject to the terms and conditions thereof, among other matters, upon the

consummation of the transactions contemplated by the Business Combination Agreement (the “Closing”): (i) prior

to the Merger (as defined below) SPAC shall continue out of the Cayman Islands and into the State of Delaware as to re-domicile as and

become a Delaware corporation pursuant to the Cayman Islands Companies Law (2020 Revision) and the applicable provisions of the Delaware

General Corporation Law and (ii) Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity

(the “Merger”); and

WHEREAS,

as of the date hereof, each Holder is the sole record holder and sole beneficial (as such term is defined in Rule 13d-3 under

the Exchange Act, which meaning shall apply for all purposes of this Agreement whenever the term “beneficial” or “beneficially”

is used) owner, and has full voting power over (a) the number of shares of Company Common Stock set forth opposite such Holder’s

name on Schedule A next to the applicable heading, and (b) the number of shares of preferred stock, par value $0.0001 per share,

of the Company (the “Preferred Stock”) set forth opposite such Holder’s name on Schedule A next

to the applicable class heading (all such shares of Company Common Stock specified on Schedule A are referred to herein as the

Holder’s “Subject Common Stock”, all such shares of Preferred Stock specified on Schedule A are

referred to herein as the Holder’s “Subject Preferred Stock”, and the Holder’s Subject Common Stock

and Subject Preferred Stock, together with any and all Company Securities acquired after the date of this Agreement or over which such

Holder exercises voting control, are referred to herein collectively as the Holder’s “Subject Stock”);

and

WHEREAS,

as a condition to the willingness of the SPAC to enter into the Business Combination Agreement, and as an inducement and in consideration

therefor, and in view of the valuable consideration to be received by each Holder thereunder, and the expenses and efforts to be undertaken

by the SPAC and the Company to consummate the transactions contemplated by the Business Combination Agreement, the Ancillary Documents,

the Merger and the other transactions contemplated by any such documents (collectively, the “Transactions”),

the SPAC, the Company and such Holder desire to enter into this Agreement in order for such Holder to provide certain assurances to the

SPAC regarding the manner in which such Holder is bound hereunder to vote its Subject Stock during the period from and including the

date hereof through and including the date on which this Agreement is terminated in accordance with Section ‎6 hereof (the

“Voting Period”) with respect to the Business Combination Agreement, the Merger, the Ancillary Documents and

the Transactions.

NOW,

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

and intending to be legally bound hereby, the parties hereby agree as follows:

1. Covenant

to Vote in Favor of Transactions and Other Actions in Connection with the Transactions.

(a) Each

Holder shall, with respect to all of such Holder’s Subject Stock (acting solely in such Holder’s capacity as a Company Stockholder

(as defined below) and not, if applicable, in such Holder’s capacity as an executive officer or director of the Company):

(i) during

the Voting Period, at each meeting of the stockholders of the Company (the “Company Stockholders”) or any class

or series thereof, and in each written consent or resolutions of any of the Company Stockholders in which such Holder is entitled to

vote or consent as a stockholder of the Company (which written consent shall be delivered promptly, and in any event within twenty-four

(24) hours after the Company requests such delivery), be present for such meeting or otherwise be counted as present thereat for the

purpose of establishing a quorum and vote (in person or by proxy), or consent to any action by written consent or resolution, in accordance

with the applicable provisions of the Company’s Organizational Documents, including its Bylaws and the Company Charter, and with

respect to, as applicable, the Subject Stock, (A) in favor of, and adopt, the Merger, the Business Combination Agreement, the Ancillary

Documents to which the Company is a party, any amendments to the Company’s Organizational Documents, and all of the other Transactions

(and any actions required in furtherance thereof), (B) without limiting the immediately preceding clause (A), in favor of the Preferred

Conversion, (C) in favor of the other matters set forth in the Business Combination Agreement, and (D) in opposition to: (1) any Acquisition

Proposal or Alternative Transaction and any and all other proposals (x) for the acquisition of the Company, (y) that could reasonably

be expected to delay or impair the ability of the Company to consummate the Merger, the Business Combination Agreement or any of the

Transactions, or (z) which are in competition with or materially inconsistent with the Business Combination Agreement or the Ancillary

Documents; (2) other than as contemplated by the Business Combination Agreement or the Ancillary Documents, any material change in (x)

the present capitalization of the Company or any amendment of the Company’s Organizational Documents or (y) the Company’s

corporate structure or business; or (3) any other action or proposal involving the Company that is intended, or would reasonably be expected,

to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the Transactions or would reasonably

be expected to result in any of the conditions to the Closing under the Business Combination Agreement not being fulfilled;

(ii) promptly

execute and deliver all related documentation and take such other action in support of the Merger, the Business Combination Agreement,

the Preferred Conversion any Ancillary Documents and any of the Transactions as shall reasonably be requested by the Company or the SPAC

in order to carry out the terms and provision of this Section 1, including, without limitation, (A) if applicable, execute

and deliver to the Company a letter of transmittal, and (B) if applicable, deliver such Holder’s physical stock certificate (or

a lost certificate affidavit in lieu of a Company stock certificate), duly endorsed for transfer, to the SPAC, the Company or the Transfer

Agent, as applicable, and any similar or related documents and such other documents as may be reasonably requested by SPAC, the Company

or the Transfer Agent, as applicable;

(iii) not

deposit, and cause its Affiliates (as defined below) not to deposit, except as provided in this Agreement, any Subject Stock of such

Holder or his/her/its Affiliates in a voting trust or subject any Subject Stock to any arrangement or agreement with respect to the voting

of such Subject Stock, unless specifically requested to do so by the Company and the SPAC in connection with the Business Combination

Agreement, the Ancillary Documents or the Transactions;

(iv) except

as contemplated by the Business Combination Agreement or the Ancillary Documents, not make, or in any manner participate in, directly

or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC) or

powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any Subject Stock

in connection with any vote or other action with respect to the Transactions; and

(v) refrain

from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to the Merger, the

Business Combination Agreement, the Ancillary Documents and any of the Transactions, including pursuant to the DGCL.

(b) Each

Holder acknowledges and agrees that:

(i) notwithstanding

anything to the contrary contained in the agreements set forth on Exhibit A hereto (the “Terminating Agreements”),

(i) each of the Terminating Agreements shall automatically terminate and be of no further force and effect in accordance with its terms

effective as of, and subject to and conditioned upon the occurrence of, the Closing, and (ii) upon such termination, none of the Company,

such Holder, or any of their respective Affiliates shall have any further rights, obligations or liabilities under such Terminating Agreements;

(ii) without

limiting the foregoing, each Holder (i) undertakes to surrender the relevant share certificate(s) representing all of the Subject Preferred

Stock (or deliver an express indemnity and undertaking in a form acceptable to the Company in the case of any certificate found to be

missing) at the registered office of the Company prior to the Effective Time; and (ii) acknowledges and agrees that all shares of Company

Common Stock issued to such Holder pursuant to the Preferred Conversion shall constitute Subject Common Stock of such Holder under this

Agreement; and

(iii) each

such Holder hereby unconditionally and irrevocably waives any and all pre-emption rights, rights of first offer, rights of first refusal,

rights of participation, tag-along rights and all other similar rights that each Holder may have in respect of the Business Combination

and/or the Transactions contemplated by the Business Combination Agreement, whether such rights arise from the Company’s Organizational

Documents, any other agreement, contract and/or arrangement (whether written or unwritten), at law or otherwise.

2. Grant

of Proxy. Each Holder, with respect to all of such Holder’s Subject Stock, hereby irrevocably grants to, and appoints,

James J. McEntee III, the Chief Executive Officer of SPAC, or if Mr. McEntee is unable or unavailable to act, Tom Hennessey, a director

of SPAC, as such Holder’s attorney-in-fact and proxy, with full power of substitution and resubstitution, for and in such Holder’s

name, to vote, or cause to be voted (including by proxy or written consent, if applicable) any Subject Stock owned (whether beneficially

or of record) by such Holder as of the date hereof and through the Effective Time, with respect to: (i) the approval and adoption of

the Business Combination Agreement and the Transactions contemplated thereby (including the Merger), (ii) the Preferred Conversion, (iii)

any amendments to the Company’s Organizational Documents as contemplated by the Business Combination Agreement, and (iv) any other

matters expressly set forth in Section 1(a) of this Agreement. The proxy and power of attorney granted by such Holder pursuant

to this Section 2 is irrevocable and is granted in consideration of the SPAC and the Company entering into this Agreement

and the Business Combination Agreement and incurring certain related fees and expenses. Each Holder hereby affirms that such irrevocable

proxy is coupled with an interest by reason of the Business Combination Agreement and, except upon the termination of this Agreement

in accordance with Section 5(a), is intended to be irrevocable. The power of attorney granted by such Holder herein is a

durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Holder. Such Holder hereby revokes

any and all previous proxies and attorneys in fact with respect to the Subject Stock.

3. No

Transfers. During the Voting Period each Holder shall not, and shall cause its Affiliates not to, (a) offer for sale, sell (including

short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”);

(b) enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing

arrangement) with respect to, or consent to, a Transfer of, any or all of the Subject Stock; (c) grant any proxies or powers of attorney

with respect to any or all of the Subject Stock, except as provided for in this Agreement; (d) permit to exist any lien of any nature

whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as

in effect on the date hereof) with respect to any or all of the Subject Stock; (e) take any action that would have the effect of preventing,

impeding, interfering with or adversely affecting such Holder’s ability to perform its obligations under this Agreement; or (f)

request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated share representing any

Subject Stock during the term of this Agreement without the prior written consent of the Company. Notwithstanding the foregoing, this

Section 3 shall not prohibit a Transfer of Subject Stock by Holder or its Affiliate to an Affiliate of such Holder; provided

that, as a precondition to such Transfer, the transferee enters into a written joinder to this Agreement (if not already a party hereto)

under which such transferee agrees, reasonably satisfactory in form and substance to the SPAC and the Company, to be bound by all of

the terms during the term of this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Subject Stock in

violation of this Agreement.

4. Other

Covenants.

(a) Changes

to Subject Stock. In the event of an equity distribution, or any change in the equity interests of the Company by reason of any equity

distribution, equity split, recapitalization, combination, conversion, exchange of equity interests or the like, the term “Subject

Stock” shall be deemed to refer to and include the Subject Stock as well as all such equity distributions and any securities into

which or for which any or all of the Subject Stock may be changed or exchanged or which are received in such transaction. Each Holder

shall during the Voting Period notify the SPAC and the Company promptly in writing of the number and type of any changes to Holder’s

ownership of or voting rights with respect to the Subject Stock, upon Holder’s acquisition or commitment to acquire any additional

Subject Stock or upon any other changes involving Holder relating to the equity interests or securities convertible or exercisable for

equity interests of the Company.

(b) Exercise

of Rights. Each Holder shall not exercise any registration rights or other rights (solely to the extent such right would prevent,

impede or delay or be inconsistent with the Transactions) of Holder pursuant to agreements between Holder and the Company with respect

to any Subject Stock or Holder’s status as a holder of Company Securities, other than in compliance with this Agreement.

Statement. During the Voting Period, each Holder agrees to provide to the SPAC, the Company and their respective Representatives

any information regarding such Holder or the Subject Stock that is reasonably requested by the SPAC, the Company or their respective

Representatives for inclusion in the Registration Statement.

(d) Publicity.

No Holder shall issue any press release or otherwise make any public statements with respect to the Transactions or the transactions

contemplated herein without the prior written approval of the Company and the SPAC. Each Holder hereby authorizes the Company and the

SPAC to publish and disclose in any announcement or disclosure required by the SEC, Nasdaq or the Registration Statement (including all

documents and schedules filed with the SEC in connection with the foregoing), such Holder’s identity and ownership of the Subject

Stock and the nature of such Holder’s commitments and agreements under this Agreement, the Business Combination Agreement and any