Form 8-K

8-K — Inflection Point Acquisition Corp. VI

Accession: 0001213900-26-068265

Filed: 2026-06-12

Period: 2026-06-08

CIK: 0002102041

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0293940-8k425_inflect6.htm (Primary)

EX-2.1 — BUSINESS COMBINATION AGREEMENT, DATED AS OF JUNE 8, 2026, BY AND AMONG INFLECTION POINT ACQUISITION CORP. VI, IPFX PUBCO, INC., IPFX MERGER SUB, INC. AND QUANTUM SPACE, LLC (ea029394001ex2-1.htm)

EX-3.1 — FORM OF CERTIFICATE OF DESIGNATION RELATING TO THE 12.0% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK (ea029394001ex3-1.htm)

EX-4.1 — FORM OF WARRANT TO BE ISSUED TO EACH SERIES A PREFERRED STOCK INVESTOR (ea029394001ex4-1.htm)

EX-10.1 — SPONSOR SUPPORT AGREEMENT, DATED JUNE 8, 2026, BY AND AMONG INFLECTION POINT ACQUISITION CORP. VI, IPFX PUBCO AND INFLECTION POINT HOLDINGS VI LLC (ea029394001ex10-1.htm)

EX-10.2 — MEMBER SUPPORT AGREEMENT, DATED JUNE 8, 2026, BY AND AMONG INFLECTION POINT ACQUISITION CORP. VI, MEMBERS WHO ARE SIGNATORY THERETO AND QUANTUM SPACE, LLC (ea029394001ex10-2.htm)

EX-10.3 — FORM OF SPONSOR LOCK-UP AGREEMENT (ea029394001ex10-3.htm)

EX-10.4 — FORM OF QUANTUM HOLDERS LOCK-UP AGREEMENT (ea029394001ex10-4.htm)

EX-10.5 — FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (ea029394001ex10-5.htm)

EX-10.6 — FORM OF SERIES A SECURITIES PURCHASE AGREEMENT (ea029394001ex10-6.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, 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 8, 2026

INFLECTION POINT ACQUISITION CORP. VI

(Exact

name of registrant as specified in its charter)

Cayman Islands

001-43212

N/A

(State or other jurisdiction

of incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

1680 Michigan Avenue Suite 700 #1031

Miami Beach, FL 33139

(Address of principal executive offices, including

zip code)

Registrant’s telephone number, including

area code: (212) 295-5830

Not Applicable

(Former name or former address, if changed since last report)

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, $0.0001 par value, and one-third of one redeemable warrant

IPFXU

The Nasdaq Stock Market LLC

Class A ordinary shares, $0.0001 par value

IPFX

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

IPFXW

The Nasdaq Stock Market LLC

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))

Indicate by check mark whether the registrant

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

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

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

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

Item 1.01. Entry into a Material Definitive

Agreement.

Business Combination Agreement

On June 8, 2026 (the “Signing Date”),

Inflection Point Acquisition Corp. VI, a Cayman Islands exempted company (which shall transfer by way of continuation to and domesticate

as a Delaware corporation prior to the Closing) (“Inflection Point”), entered into a Business Combination Agreement (as it

may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”),

by and among Inflection Point, IPFX PubCo, Inc., a Delaware corporation and direct, wholly owned subsidiary of Inflection Point (“PubCo”),

IPFX Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of PubCo (“Merger Sub”), and Quantum Space,

LLC, a Delaware limited liability company (“Quantum Space”). The transactions contemplated by the Business Combination Agreement

are referred to herein as the “Business Combination.” Inflection Point and Quantum Space are individually referred to herein

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

The Business Combination values the combined company

resulting from the completion of the Business Combination at a pro forma enterprise value of approximately $1.2 billion. Following

closing of the Business Combination (“Closing”), the combined company will be organized in an umbrella partnership C corporation

(“Up-C”) structure, in which substantially all of the assets and the business of the combined company will be held by Quantum

Space. The combined company’s business will operate through Quantum Space and its subsidiaries. In connection with the Closing,

PubCo will change its name to “Quantum Space, Inc.” (such company after the Closing, “New Quantum Space”).

The Business Combination Agreement and the Business

Combination were approved by the boards of directors of each of Inflection Point and Quantum Space.

The Business Combination is expected to close

in the fourth quarter of 2026, following the receipt of the required approvals by Inflection Point’s shareholders and Quantum Space’s

equityholders and the fulfillment of other customary closing conditions.

The Domestication

Inflection Point will, subject to obtaining the

required shareholder approvals and at least one day prior to the date of Closing (the “Closing Date”), change its jurisdiction

of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated

under the laws of the State of Delaware (the “Domestication,” and the domesticated Delaware entity “Domesticated Inflection

Point”).

Subject to the satisfaction or waiver of the conditions

of the Business Combination Agreement, including the receipt of the required approval by Inflection Point’s shareholders: (a) immediately

prior to the Domestication, pursuant to the Sponsor Support Agreement (as defined below) and the Business Combination Agreement, each

of the then issued and outstanding Class B ordinary shares of Inflection Point, par value $0.0001 per share (each, a “Cayman Class

B Share”), will convert automatically, on a one-for-one basis, into a Class A ordinary share of Inflection Point, par value $0.0001

per share (each, a “Cayman Class A Share”) (the “Sponsor Share Conversion”); (b) in connection with the Domestication,

(i) each of the then issued and outstanding Cayman Class A Shares will convert automatically, on a one-for-one basis, into a share of

common stock of Domesticated Inflection Point (the “Domesticated Inflection Point Common Stock”); (ii) each of the then issued

and outstanding warrants of Inflection Point will convert automatically into a warrant to acquire one share of Domesticated Inflection

Point Common Stock (each warrant, a “Domesticated Inflection Point Warrant”); and (iii) each of the then issued and outstanding

units of Inflection Point will convert automatically into a unit of Domesticated Inflection Point, consisting of one share of Domesticated

Inflection Point Common Stock and one-third (1/3rd) of one Domesticated Inflection Point Warrant, with any fractional Domesticated Inflection

Point Warrants to be issued in connection with such separation rounded down to the nearest whole warrant.

The Recapitalization

Immediately prior to the Closing, Quantum Space

will effectuate a recapitalization (the “Recapitalization”), pursuant to which, among other things, all outstanding equity

securities of Quantum Space, other than the Series B Preferred Units (the “Series B Preferred Units”) and the warrants to

purchase Common Units (the “Series B Warrants”) issued to the Pre-Funded PIPE Investors (as defined below) in the Series B

Investment (as defined below), will be converted or exchanged into common units of Quantum Space (the “Quantum Space Common Units”),

as set forth in the Seventh Amended and Restated Limited Liability Company Operating Agreement of Quantum Space, the result of which,

among other things, will be that the Sellers (as defined in the Business Combination Agreement) will collectively hold Quantum Space Common

Units as of immediately prior to the Closing.

The Business Combination and Consideration

Simultaneously with the Closing:

(i) Quantum

Space and PubCo will enter into an Eighth Amended and Restated Limited Liability Company Operating Agreement of Quantum Space, to, among

other things, implement the Up-C structure as contemplated by the Business Combination Agreement and to admit Inflection Point as the

managing member of Quantum Space; and

(ii) PubCo

will file with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation which will, among

other things, set forth the rights and preferences of the common stock and preferred stock of New Quantum Space (the “A&R Charter”).

The A&R Charter will provide that (i) each share of Class A-1 common stock (the “New Quantum Space Class A-1 Common Stock”)

will have one (1) vote per share and economic rights, (ii) each share of Class A-2 common stock (the “New Quantum Space Class A-2

Common Stock” and together with the New Quantum Space Class A-1 Common Stock, the “New Quantum Space Class A Common Stock”)

will have ten (10) votes per share and economic rights, (iii) each share of Class B-1 common stock (the “New Quantum Space Class

B-1 Common Stock”) will have one (1) vote per share and no economic rights and (iv) each share of Class B-2 common stock (the “New

Quantum Space Class B-2 Common Stock”) will have ten (10) votes per share and no economic rights.

Upon the terms and subject to the satisfaction

or waiver of the conditions of the Business Combination Agreement, Merger Sub will merge with and into Inflection Point (the “Merger”,

and such time, the “Merger Effective Time”), following which the separate corporate existence of Merger Sub shall cease and

Inflection Point shall continue as the surviving corporation after the Merger and as a direct, wholly-owned subsidiary of PubCo. By virtue

of the Merger and without any further action on the part of any party or the holders of any securities of Domesticated Inflection Point:

(1) each share of Domesticated Inflection Point Common Stock

issued and outstanding immediately prior to the Merger Effective Time (other than any shares owned by Domesticated Inflection Point,

New Quantum Space or Merger Sub) shall automatically be cancelled and extinguished and converted into the right to receive one share

of New Quantum Space Class A-1 Common Stock, following which all such shares of Domesticated Inflection Point Common Stock shall cease

to be outstanding and shall cease to exist;

(2) each Domesticated Inflection Point Warrant issued and outstanding

immediately prior to the Merger Effective Time shall automatically be assumed by New Quantum Space and shall thereafter constitute a

warrant to acquire one share of New Quantum Space Class A-1 Common Stock (each a “New Quantum Space Warrant”), on substantially

the same terms and conditions as the Domesticated Inflection Point Warrants and the outstanding warrants of Inflection Point;

(3) any shares of Domesticated Inflection Point Common Stock

or other capital stock of Domesticated Inflection Point that are owned, immediately prior to the Merger Effective Time, by Domesticated

Inflection Point (including as treasury shares), New Quantum Space or Merger Sub shall automatically be cancelled, retired and cease

to exist, without any conversion thereof or payment therefor; and

(4) each share of common stock of Merger Sub issued and outstanding

immediately prior to the Merger Effective Time shall automatically be converted into one validly issued, fully paid and non-assessable

share of common stock of Domesticated Inflection Point (as the surviving corporation in the Merger), which shares shall, immediately

following the Merger Effective Time, constitute the only outstanding shares of capital stock of Domesticated Inflection Point and shall

be held by New Quantum Space, with the result that Domesticated Inflection Point shall continue as the surviving corporation in the Merger

and as a direct, wholly owned subsidiary of New Quantum Space.

Immediately following the Merger Effective Time,

pursuant to the Business Combination Agreement:

(1) each Seller will contribute, assign, transfer, convey and

deliver to New Quantum Space all or a portion of such Seller’s Quantum Space Common Units (as set forth in the Exchange Schedule

(as defined in the Business Combination Agreement)), in exchange for shares of New Quantum Space Class A-1 Common Stock or New Quantum

Space Class A-2 Common Stock, as applicable, on a one-for-one basis (the “Seller Contributions”). Each Seller identified

as a “Direct PubCo Seller” will contribute all of its Quantum Space Common Units to New Quantum Space, while each Seller

identified as an “Up-C Seller” will contribute only the scheduled portion of its Quantum Space Common Units and retain the

balance;

(2) simultaneously with the Seller Contributions, each Pre-Funded

PIPE Investor will contribute all of such holder’s Series B Preferred Units to New Quantum Space in exchange for a number of shares

of 12.0% Series A Convertible Preferred Stock of New Quantum Space (the “New Quantum Space Series A Preferred Stock”) equal

to the quotient of (i) the aggregate Series B Preference Amount (as defined below) of such holder’s Series B Preferred Units, divided

by (ii) $12.00 (the “Preferred Contributions”);

(3) simultaneously with the Seller Contributions and the Preferred

Contributions, each Pre-Funded PIPE Investor that elects to do so will contribute its Series B Warrant(s) to New Quantum Space in exchange

for warrant(s) to purchase shares of New Quantum Space Class A-1 Common Stock (the “New Quantum Space Preferred Investor Warrants”,

and such contribution the “Warrant Contributions”); and

(4) simultaneously with, or immediately following, the Seller

Contributions, the Preferred Contributions and the Warrant Contributions, each PIPE Investor (as defined in the Business Combination

Agreement) will purchase, and New Quantum Space will issue and sell to such PIPE Investor, New Quantum Space Convertible Preferred Stock

(as defined in the A&R Charter) and New Quantum Space Preferred Investor Warrants (collectively, the “PIPE Securities”)

subscribed for by such PIPE Investor in accordance with the applicable Series A SPA (as defined below) (the “PIPE

Investment”).

Each Up-C Seller will also purchase from New Quantum

Space, for consideration not greater than the par value thereof, a number of shares of New Quantum Space Class B-1 Common Stock or New

Quantum Space Class B-2 Common Stock, as applicable, equal to the number of Quantum Space Common Units retained by such Up-C Seller following

the Seller Contributions, pursuant to the Seller Class B Subscription Agreement (as defined in the Business Combination Agreement).

Pursuant to the Business Combination Agreement,

the aggregate consideration (the “Aggregate Consideration”) to be received by the Sellers in respect of the Business Combination

consists of a number of Quantum Space Common Units and shares of New Quantum Space Class A Common Stock equal, in the aggregate, to the

quotient of (a) $600,000,000, divided by (b) the per-share redemption price applicable to a Cayman Class A Share elected to be redeemed,

as calculated in accordance with the Investment Management Trust Agreement, dated as of March 26, 2026, by and between Inflection Point

and Continental Stock Transfer & Trust Company, as trustee, and Inflection Point’s amended and restated memorandum and articles

of association. For the avoidance of doubt, the paired non-economic voting shares of New Quantum Space Class B-1 Common Stock and New

Quantum Space Class B-2 Common Stock purchased by Up-C Sellers shall not constitute Aggregate Consideration.

Governance

The Parties have agreed to take all necessary

action so that, effective as of the Closing, the board of directors of New Quantum Space (the “New Quantum Space Board”) will

consist of seven (7) individuals, all of a single class and elected annually. Immediately after the Closing, Inflection Point and Quantum

Space shall take all action within their power as may be necessary or appropriate to designate and appoint to the New Quantum Space Board

(i) one (1) person that is designated by Inflection Point prior to Closing, who shall meet the applicable independence and other requirements

of applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”) and the U.S. Securities and Exchange Commission (the “SEC”),

and (ii) the remaining six (6) persons, all of whom will be designated by Quantum Space.

Representations and Warranties; Covenants

The Parties have made customary representations,

warranties, and covenants in the Business Combination Agreement, including, among others, covenants with respect to the conduct of Inflection

Point and Quantum Space prior to the Closing Date.

In addition, Inflection Point, Quantum Space and

New Quantum Space have agreed to adopt an equity incentive plan in a form to be mutually agreed by such parties that provides for the

grant of equity and equity-based incentive awards to eligible service providers.

Conditions to Each Party’s Obligations

The obligations of Inflection Point and Quantum

Space to consummate the Business Combination are subject to the satisfaction or waiver of certain customary closing conditions, including

without limitation the following mutual conditions applicable to each Party: (i) each Required Regulatory Approval (as defined in the

Business Combination Agreement) shall have been obtained, made or completed and shall be in full force and effect, and any applicable

waiting period (and any extension thereof) under any applicable antitrust law or any foreign-investment-review, national-security, export

controls and sanctions, or sensitive-technology authority shall have expired or been terminated; (ii) the adoption and/or approval, as

applicable, by Inflection Point’s shareholders of the Purchaser Shareholder Approvals (as defined in the Business Combination Agreement);

(iii) no adverse law or order then in effect prevents or prohibits consummation of the Business Combination; (iv) the Registration

Statement becoming effective under the Securities Act of 1933, as amended (the “Securities Act”), and remaining effective

as of the Closing, with no stop order or similar order suspending its effectiveness; (v) approval of the listing of the New Quantum Space

Class A-1 Common Stock on Nasdaq, subject to certain conditions and exceptions as described in the Business Combination Agreement; and

(vi) the A&R Charter shall have been duly filed with the Secretary of State of the State of Delaware and the PubCo Bylaws (as defined

in the Business Combination Agreement) shall have been duly adopted, in each case in full force and effect as of the Closing.

In addition to the foregoing mutual conditions,

the obligations of Quantum Space to consummate the Business Combination are subject to the satisfaction or waiver of the following additional

conditions: (i) the representations and warranties of the Purchaser Fundamental Representations (as defined in the Business Combination

Agreement) shall be true and correct in all respects (other than de minimis inaccuracies); (ii) the other representations and warranties

of the Inflection Point Parties shall be true and correct except for any failures to be true and correct that (without giving effect to

any qualifications or limitations as to materiality or Purchaser Material Adverse Effect (as defined in the Business Combination Agreement),

individually or in the aggregate, have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect; (iii)

the performance of by the Purchaser Parties of their respective covenants and agreements in all material respects; (iv) no Purchaser Material

Adverse Effect shall have occurred and be continuing; (v) the completion of the Domestication in accordance with the Business Combination

Agreement; (vi) Inflection Point shall have made appropriate arrangements to have the Trust Account (as defined in the Business Combination

Agreement) available at the Closing for payment of certain amounts payable in connection with the Closing; (vii) the aggregate cash proceeds

available to Inflection Point from the Trust Account (after giving effect to all redemptions), plus the gross proceeds of the PIPE Investment,

less certain transaction expenses as specified in the Business Combination Agreement, shall be equal to or greater than $90 million; and

(viii) the delivery of customary certificates and certain other ancillary documents.

In addition to the mutual conditions described

above, the obligations of Inflection Point to consummate the Business Combination are subject to the satisfaction or waiver of the following

additional conditions: (i) the Company Fundamental Representations (as defined in the Business Combination Agreement) shall be true and

correct in all respects (other than de minimis inaccuracies); (ii) the other representations and warranties of Quantum Space shall

be true and correct except for any failures to be true and correct that (without giving effect to any qualifications or limitations as

to materiality or Company Material Adverse Effect (as defined in the Business Combination Agreement), individually or in the aggregate,

have not had and would not reasonably be expected to have a Company Material Adverse Effect; (iii) the performance by Quantum Space of

its covenants and agreements in all material respects; (iv) the Recapitalization shall have been completed in accordance with the Business

Combination Agreement; (v) the delivery of customary certificates and certain other ancillary documents; (vi) each Material Third-Party

Consent (as defined in the Business Combination Agreement) shall have been obtained, made or completed and shall be in full force and

effect; and (vii) the Requisite Member Approval (as defined in the Business Combination Agreement) shall have been obtained.

Termination

The Business Combination Agreement may be terminated

under certain customary and limited circumstances at any time prior to the Closing, including, among others, (i) by mutual written consent

of Inflection Point and Quantum Space; (ii) by Quantum Space if the board of directors of Inflection Point, except as required by applicable

law, withdraws, amends, qualifies or modifies its recommendation to the shareholders of Inflection Point to approve the Transaction Proposals

(as defined in the Business Combination Agreement), as described in the Business Combination Agreement, (iii) by either Inflection Point

or Quantum Space if the Closing has not occurred on or before the one-year anniversary of the date of the Business Combination Agreement;

and (iv) by Quantum Space if Inflection Point shareholder approval is not obtained by Inflection Point after the conclusion of the extraordinary

general meeting of Inflection Point’s shareholders held for the purpose of voting on the Purchaser Shareholder Proposals.

The foregoing description of the Business Combination

Agreement, the Business Combination and the related transactions does not purport to be complete and is qualified in its entirety by the

terms and conditions of the Business Combination Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1

and is incorporated herein by reference. The Business Combination Agreement contains representations, warranties and covenants that the

parties to the Business Combination Agreement made to each other as of the date of the Business Combination Agreement or other specific

dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the parties

and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination

Agreement. The Business Combination Agreement has been attached to provide investors with information regarding its terms and is not intended

to provide any other factual information about Inflection Point or Quantum Space. In particular, the representations, warranties, covenants

and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement

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

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

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

of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with

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

of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties,

covenants and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover,

information concerning the subject matter of the representations and warranties and other terms may change after the date of the Business

Combination Agreement, which subsequent information may or may not be fully reflected in Inflection Point’s public disclosures.

Sponsor Support Agreement

Concurrently with the execution of the Business

Combination Agreement, Inflection Point entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”) with

Quantum Space and Inflection Point Holdings VI LLC (the “Sponsor”), pursuant to which the Sponsor agreed to, among other things,

vote in favor of adoption of the Transaction Proposals and otherwise support the Business Combination. Certain current and former officers

and directors of Inflection Point previously entered into a letter agreement with Inflection Point in connection with Inflection Point’s

initial public offering, pursuant to which they agreed to vote any Inflection Point ordinary shares held by them in favor of the Business

Combination.

Pursuant to the Sponsor Support Agreement, until

the earliest of the Closing, termination of the Business Combination Agreement or the liquidation of Inflection Point, the Sponsor shall

not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree

to dispose of, directly or indirectly, any Subject Securities (as defined in the Sponsor Support Agreement) owned by the Sponsor, or (ii)

enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership

of any Subject Securities owned by the Sponsor without the prior written consent of Quantum Space, unless such transfer is deemed a Permitted

Transfer (as defined in the Sponsor Support Agreement).

In addition, pursuant to the Sponsor Support Agreement,

the Sponsor has agreed not to commence, join in, facilitate, assist or encourage, and has agreed to take all actions necessary to opt

out of any class in any class action with respect to, any claim, derivative or otherwise, against Inflection Point, Quantum Space or any

of their respective successors or directors, (a) challenging the validity of, or seeking to enjoin the operation of, any provision of

the Sponsor Support Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation

or entry into the Sponsor Support Agreement, the Business Combination Agreement or the Business Combination.

Furthermore, pursuant to the Sponsor Support Agreement,

the Sponsor agreed to waive, subject to the consummation of the Business Combination, any and all anti-dilution rights with respect to

the rate that the Cayman Class B Shares convert into the Cayman Class A Shares in connection with the Business Combination.

The foregoing description of the Sponsor Support

Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sponsor Support Agreement,

a copy of which is included as Exhibit 10.1 hereto, and the terms of which are incorporated herein by reference.

Member Support Agreement

Concurrently with the execution of the Business

Combination Agreement, Inflection Point, Quantum Space and certain holders of equity securities of Quantum Space (the “Required

Members“) entered into the Member Support Agreement (the “Member Support Agreement”), pursuant to which the Required

Members agreed to, among other things, vote (or act by written consent) to approve and adopt the Business Combination Agreement and the

consummation of the Business Combination, including the Recapitalization, and otherwise support the Business Combination.

Pursuant to the Member Support Agreement, until

the earliest of the Closing, termination of the Business Combination Agreement or the liquidation of Quantum Space, no Required Member

shall (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or

agree to dispose of, directly or indirectly, any Subject Securities (as defined in the Member Support Agreement), or (ii) enter into any

swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject

Securities without the prior written consent of Quantum Space and Inflection Point, unless such transfer is deemed a Contemplated Transfer

or a Permitted Transfer (each as defined in the Member Support Agreement).

In addition, pursuant to the Member Support Agreement,

each Required Member has agreed not to commence, join in, facilitate, assist or encourage, and has agreed to take all actions necessary

to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Inflection Point, Quantum Space

or any of their respective successors or directors, (a) challenging the validity of, or seeking to enjoin the operation of, any provision

of the Member Support Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation

or entry into the Member Support Agreement, the Business Combination Agreement or the Business Combination. Each Required Member has also

waived and agreed not to exercise any rights of appraisal or rights to dissent from the Business Combination that they may have in respect

of the Subject Securities.

The foregoing description of the Member Support

Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Member Support Agreement,

a copy of which is included as Exhibit 10.2 hereto, and the terms of which are incorporated herein by reference.

Lock-Up Agreements

Sponsor Lock-Up Agreement

At the Closing, the Sponsor and New Quantum Space

will enter into a Lock-Up Agreement (the “Sponsor Lock-Up Agreement”), pursuant to which the Sponsor and its permitted assigns

will agree, (i) with respect to any shares of New Quantum Space Common Stock the Sponsor received upon conversion of its Cayman Class

B Shares in connection with the Domestication and the Merger (the “Sponsor Lock-Up Shares”), prior to the date that is six

months after the Closing Date, or (ii) with respect to any warrants to acquire shares of New Quantum Space Common Stock held by the Sponsor

(the “Sponsor Lock-Up Warrants” and together with the Sponsor Lock-Up Shares, the “Sponsor Lock-Up Securities”),

prior to the date that is 30 days after the Closing Date, not to, without the prior written consent of the New Quantum Space Board, (a)

sell, pledge, grant any option to purchase or otherwise dispose of, (b) enter into any swap or other transfer arrangement in respect of

the Sponsor Lock-Up Securities or (c) take any action in furtherance of any of the matters described in the foregoing clauses (a) or (b).

The Sponsor Lock-Up Agreement provides for certain permitted transfers, including but not limited to, transfers to certain affiliates

or family members, subject to certain conditions, or the exercise of certain stock options or warrants.

Quantum Space Lock-Up Agreement

At the Closing, New Quantum Space and certain

equity holders of Quantum Space (the “Lock-Up Holders”) will enter into a Lock-Up Agreement (the “Quantum Space Lock-Up

Agreement”), pursuant to which the Lock-Up Holders will agree not to, without the prior written consent of the New Quantum Space

Board, prior to the date that is six months after the Closing (i) sell, pledge, grant any option to purchase or otherwise dispose of (a)

any shares of New Quantum Space Common Stock held immediately after the consummation of the Business Combination, (b) any shares of New

Quantum Space Common Stock issuable upon exercise of such options to purchase shares of New Quantum Space Common Stock held immediately

after the consummation of the Business Combination, or (c) any securities convertible into, or exercisable, redeemable or exchangeable

for, New Quantum Space Common Stock held by such holder immediately after the consummation of the Business Combination (the shares of

New Quantum Space Common Stock and securities specified in clauses (a) through (c), collectively, the “Lock-Up Securities”),

(ii) enter into any swap or other transfer arrangement in respect of any Lock-Up Securities or (iii) take any action in furtherance of

any of the matters described in the foregoing clauses (i) or (ii). The Quantum Space Lock-Up Agreement provides for certain permitted

transfers, including but not limited to, transfers to certain affiliates or family members, subject to certain conditions, or the exercise

of certain stock options or warrants.

The foregoing description of each Lock-Up Agreement

does not purport to be complete and is qualified in its entirety by reference to the full text of (i) the form of Sponsor Lock-Up Agreement,

a copy of which is attached as Exhibit 10.3 hereto, and the terms of which are incorporated herein by reference and (ii) the form of Quantum

Space Lock-Up Agreement, a copy of which is attached as Exhibit 10.4 hereto, and the terms of which are incorporated herein by reference.

Amended and Restated Registration Rights Agreement

At the Closing, PubCo, Inflection Point, the Sponsor,

certain PIPE investors and certain securityholders of Quantum Space will enter into an amended and restated registration rights agreement

(the “A&R Registration Rights Agreement”), pursuant to which, among other things, the Sponsor, such PIPE investors and

such securityholders will be granted certain customary registration rights, on the terms and subject to the conditions therein, with respect

to securities of New Quantum Space that they will hold following the Business Combination.

The foregoing description of the A&R Registration

Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Registration

Rights Agreement, a copy of which is attached as Exhibit 10.5 hereto, and the terms of which are incorporated herein by reference.

Series A Preferred Stock Investment

In connection with the Business Combination, on

the Signing Date, PubCo, Quantum Space and certain accredited investors named therein (the “Series A Preferred Stock Investors”)

entered into Securities Purchase Agreements (the “Series A SPAs”). Pursuant to the Series A SPAs, the Series A Preferred Stock

Investors have agreed, among other things, to purchase, at Closing, an aggregate of (i) 19,999,994 shares of New Quantum Space Series

A Preferred Stock, having the rights, preferences and privileges set forth in the form of Certificate of Designation of Preferences, Rights

and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (the “Series A Certificate of Designation”) and (ii)

New Quantum Space Preferred Investor Warrants to purchase an aggregate of 19,999,994 shares of New Quantum Space Class A-1 Common Stock,

for an aggregate purchase price of approximately $240 million in the PIPE Investment. Each share of New Quantum Space Series A Preferred

Stock will have a stated value of $12.00 (the “Stated Value”).

The Series A SPAs include customary representations

and warranties from Quantum Space, Inflection Point and the Series A Preferred Stock Investors and is subject to customary closing conditions.

The Series A SPAs also include customary covenants and agreements related to transfer restrictions, SEC reports, material non-public information

and indemnification. New Quantum Space Class A-1 Common Stock issuable upon conversion of the New Quantum Space Series A Preferred Stock

and New Quantum Space Common Stock underlying any Series A Preferred Investor Warrants will be “Registrable Securities” under

the A&R Registration Rights Agreement.

Dividends: The New Quantum Space Series

A Preferred Stock will accrue dividends daily at the rate of 12% per annum of the Accrued Value (as defined in the Certificate of Designation)

(if paid in kind), plus the amount of previously accrued dividends paid in kind, or 10% per annum of the Accrued Value (if paid in cash),

plus the amount of previously accrued dividends paid in kind. Such dividends will compound semi-annually.

Liquidation Preference: Upon any liquidation

or deemed liquidation event, the holders of New Quantum Space Series A Preferred Stock will be entitled to receive out of the available

proceeds, before any distribution is made to holders of common stock or any other junior securities, an amount per share equal to the

greater of (i) 100% of the Accrued Value (as defined in the Series A Certificate of Designation) on each share of New Quantum Space Series

A Preferred Stock or (ii) such amount per share as would have been payable had all shares of New Quantum Space Series A Preferred Stock

been converted into New Quantum Space Common Stock immediately prior to the liquidation event. Thereafter, the holders of Series A Preferred

Stock will be entitled to receive their pro-rata share of the remaining proceeds available for distribution to stockholders, on an as-converted

to common stock basis.

Voting: The New Quantum Space Series A

Preferred Stock will vote together with the New Quantum Space Common Stock as a single class, except as required by law and as noted below

under “Protective Provisions.” Each holder of Series A Preferred Stock shall be entitled to cast the number of votes equal

to the number of whole shares of New Quantum Space Class A-1 Common Stock into which the shares of Series A Preferred Stock held by such

holder are convertible as of the record date for determining stockholders entitled to vote on such matter.

Protective Provisions: For as long as 20%

of the shares of New Quantum Space Series A Preferred Stock issued as of Closing are outstanding, New Quantum Space shall not, without

the affirmative vote or action by written consent of holders of more than 50% of the issued and outstanding shares of New Quantum Space

Series A Preferred Stock (the “Requisite Holders”), take any of the following actions: (i) liquidate, dissolve or wind up

the affairs of New Quantum Space; (ii) amend, alter, or repeal any provision of the certificate of incorporation, bylaws, Certificate

of Designation or any similar document of New Quantum Space in a manner that materially and adversely affects the powers, preferences

or rights given to the New Quantum Space Series A Preferred Stock; (iii) create or authorize the creation of or issue any other security

convertible into or exercisable for any equity security unless such security ranks junior to the New Quantum Space Series A Preferred

Stock with respect to its rights, preferences and privileges, or increase the authorized number of shares of New Quantum Space Series

A Preferred Stock; (iv) purchase or redeem or pay any cash dividend on any capital stock ranking junior to the New Quantum Space Series

A Preferred Stock prior to payment of such cash dividend on the New Quantum Space Series A Preferred Stock or purchase or redeem any capital

stock ranking junior to the New Quantum Space Series A Preferred Stock, other than stock repurchased at cost from former employees and

consultants in connection with the cessation of their service; (v) enter into any transaction with an affiliate, other than the issuance

of equity or awards to eligible participants under New Quantum Space’s incentive plan, equity plan or equity-based compensation

plan, or with respect to employment, consulting or award agreements with respect to executive officers of New Quantum Space, in each case

regardless of whether such person (or such person’s affiliates) would be considered an affiliate of New Quantum Space; or (vi) incur

or guarantee any indebtedness, other than equipment leases or trade payables incurred in the ordinary course of business; provided, however,

that the New Quantum Space Series A Preferred Stock shall not be considered indebtedness for purposes of this calculation.

Conversion: Each share of New Quantum Space

Series A Preferred Stock will be convertible into New Quantum Space Class A-1 Common Stock at any time at the option of the holder at

a rate equal to the Accrued Value, divided by the then-applicable conversion price. The conversion price will initially be $12.00, subject

to adjustments for stock dividends, splits, combinations and similar events and customary anti-dilution adjustments, including with respect

to future issuances or sales of New Quantum Space Common Stock at prices less than the conversion price then in effect. In addition, if

the 20-trading-day volume-weighted average price of the New Quantum Space Class A-1 Common Stock measured as of the twenty-first trading

day following the date that is six months after Closing Date is less than the conversion price then in effect, the conversion price will

be adjusted to the greater of (i) such volume weighted average price and (ii) $7.00 (the “VWAP Adjustment”).

Put Rights: Unless prohibited by applicable

law governing distributions to stockholders, the Series A Preferred Stock shall be redeemable at the option of the Requisite Holders commencing

any time after the 5th anniversary of the Closing at a price equal to the Accrued Value.

Call Rights: Unless prohibited by applicable

law governing distributions to stockholders, the Series A Preferred Stock shall be redeemable at the option of New Quantum Space commencing

any time (A) on or after the 3rd anniversary of the Closing but prior to the 4th anniversary of the Closing at a price equal to the greater

of (i) 120% of the Accrued Value (which shall be payable in cash) and (ii) such amount per share as would have been payable had all shares

of Preferred Stock been converted into New Quantum Space Class A-1 Common Stock immediately prior to such redemption based on the then

effective rate of conversion (which shall be payable, at the option of New Quantum Space, in cash or shares of New Quantum Space Class

A-1 Common Stock or a combination thereof, with the value of such shares of New Quantum Space Class A-1 Common Stock being the closing

price of such shares of New Quantum Space Class A-1 Common Stock on the Trading Market (as defined in the Series A SPAs) on the applicable

date of redemption), (B) on or after the 4th anniversary of the Closing but prior to the 5th anniversary of the Closing at a price equal

to the greater of (i) 110% of the Accrued Value (which shall be payable in cash) and (ii) such amount per share as would have been payable

had all shares of Preferred Stock been converted into New Quantum Space Class A-1 Common Stock immediately prior to such redemption based

on the then effective rate of conversion (which shall be payable, at the option of New Quantum Space, in cash or shares of New Quantum

Space Class A-1 Common Stock or a combination thereof, with the value of such shares of New Quantum Space Class A-1 Common Stock being

the closing price of such shares of New Quantum Space Class A-1 Common Stock on the Trading Market on the applicable date of redemption),

or (C) on or after the 5th anniversary of the Closing at a price equal to the greater of (i) 100% of the Accrued Value (which shall be

payable in cash) and (ii) such amount per share as would have been payable had all shares of Preferred Stock been converted into New Quantum

Space Class A-1 Common Stock immediately prior to such redemption based on the then effective rate of conversion (which shall be payable,

at the option of New Quantum Space, in cash or shares of New Quantum Space Class A-1 Common Stock or a combination thereof, with the value

of such shares of New Quantum Space Class A-1 Common Stock being the closing price of such shares of New Quantum Space Class A-1 Common

Stock on the Trading Market on the applicable date of redemption).

New Quantum Space Preferred Investor Warrants:

At the closing of the PIPE Investment, the Series A Preferred Stock Investors will receive New Quantum Space Preferred Investor Warrants

to purchase shares of New Quantum Space Class A-1 Common Stock. The New Quantum Space Preferred Investor Warrants will be immediately

exercisable upon issuance at Closing and will expire five (5) years from the Closing Date. The New Quantum Space Preferred Investor Warrants

include customary cash and cashless exercise provisions. Each New Quantum Space Preferred Investor Warrant is initially exercisable at

$12.00 per share of New Quantum Space Class A-1 Common Stock, subject to the same anti-dilution and other adjustments as the New Quantum

Space Series A Preferred Stock, provided that (i) any adjustment of the exercise price based on the VWAP Adjustment will not increase

the number of shares of New Quantum Space Class A-1 Common Stock issuable upon exercise of such New Quantum Space Preferred Investor Warrants

and (ii) any adjustment of the exercise price as a result of the price-based anti-dilution adjustments shall not increase the number of

shares of New Quantum Space Class A-1 Common Stock to more than the number of underlying shares of New Quantum Space Class A-1 Common

Stock that would apply if the exercise price were $7.00 per share.

The foregoing description of the Series A Preferred

Stock Investment does not purport to be complete and is qualified in its entirety by reference to (i) the full text of the Series A SPAs,

a copy of the form of which is attached as Exhibit 10.6 hereto, (ii) the full text of the form of Certificate of Designation, a copy of

which is attached as Exhibit 3.1 hereto, and (iii) the full text of the form of Series A Preferred Investor Warrant, a copy of the form

of which is attached as Exhibit 4.1 hereto, and the terms of each are incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 and

Item 8.01 of this Current Report on Form 8-K with respect to the issuance of shares of New Quantum Space pursuant to the Business Combination

Agreement and the form of Series A SPA is incorporated by reference herein. The shares to be offered and sold in connection with the Series

A SPAs have not been registered under the Securities Act, in reliance upon the exemption from registration provided in Section 4(a)(2)

of the Securities Act.

Item 8.01. Other Events.

In connection with the Business Combination, on

the Signing Date, Quantum Space entered into Securities Purchase Agreements (the “Series B SPAs”) with Inflection Point Fund

I, LP, an affiliate of Inflection Point and certain of its directors and officers and certain other accredited investors named therein

(collectively, the “Pre-Funded PIPE Investors”). Pursuant to such Securities Purchase Agreements, the Pre-Funded PIPE Investors

agreed, among other things, to purchase, and Quantum Space issued and sold, (i) 5,882,352 Series B convertible preferred units of Quantum

Space (the “Series B Preferred Units”) and warrants to purchase 5,882,352 Quantum Space Common Units, at an initial exercise

price of $12.00 per unit (the “Series B Warrants”), substantially concurrently with the signing of the Business Combination

Agreement, for an aggregate purchase price of approximately $60 million (the “Series B Investment”).

The Series B Preferred Units were issued with

a “Series B Unit Original Issue Price” of $12.00 and will accrue dividends at a rate per annum of 10% if paid in cash or 12%

if paid in kind, compounding semi-annually (the Series B Unit Original Issue Price, plus all accrued dividends, the “Series B Preference

Amount”). Prior to the earlier of the termination of the Business Combination Agreement or consummation of the Business Combination,

dividends shall be paid solely in kind. Each Series B Preferred Unit shall be convertible at the option of the holder into Quantum Space

Common Units at a conversion price of $12.00 per Common Unit, subject to customary adjustments. The Series B Warrants are initially exercisable

at $12.00 per unit, subject to customary adjustments.

As described above, upon the Closing, (a) each

holder of Series B Preferred Units will contribute all of such holder’s Series B Preferred Units to New Quantum Space in exchange

for a number of shares of New Quantum Space Series A Preferred Stock equal to the quotient of (i) the aggregate Series B Preference Amount

of such holder’s Series B Preferred Units, divided by (ii) $12.00 and (b) each Pre-Funded PIPE Investor that elects to do so will

contribute its Series B Warrant(s) to New Quantum Space in exchange for New Quantum Space Preferred Investor Warrants.

Such holders will be entitled to customary registration

rights with respect to the shares of New Quantum Space Class A-1 Common Stock underlying the New Quantum Space Series A Preferred Stock

and New Quantum Space Preferred Investor Warrants issuable in respect of the Series B Preferred Units and Series B Warrants pursuant to

the A&R Registration Rights Agreement.

Forward-Looking Statements

This Current Report on Form 8-K and the exhibits

hereto contain certain statements that are not historical facts but may be considered “forward-looking statements” within

the meaning of Section 27(a) of the Securities Act, and Section 21(e) of the Exchange Act. Forward-looking statements generally are accompanied

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

“intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,”

“seem,” “seek,” “future,” “outlook” or the negatives of these terms or variations of them

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

These forward-looking statements include, but are not limited to, statements regarding future events, the Business Combination, the estimated

or anticipated future results and benefits of New Quantum Space following the Business Combination, including the likelihood and ability

of Quantum Space and Inflection Point to successfully consummate the Business Combination, future opportunities for New Quantum Space

and other statements that are not historical facts.

These statements are based on the current expectations

of the management of Inflection Point and/or Quantum Space and are not predictions of actual performance. These forward-looking statements

are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee,

an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible

to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Inflection Point and Quantum

Space. These statements are subject to a number of risks and uncertainties regarding Quantum Space’s business and the Business Combination

and actual results may differ materially. These risks and uncertainties include, but are not limited to: the occurrence of any event,

change or other circumstances that could give rise to the termination of any definitive agreements with respect to the Business Combination;

the outcome of any legal proceedings that may be instituted against Inflection Point, Quantum Space, the combined company or others following

the announcement of the Business Combination and any definitive agreements with respect thereto; the inability to complete the Business

Combination due to the failure to obtain shareholder approval, to obtain financing to complete the Business Combination or other conditions

to closing; changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable

laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; the ability of New Quantum Space to

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

current plans and operations of Quantum Space as a result of the announcement and consummation of the Business Combination; the ability

of New Quantum Space to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things,

competition, the ability of New Quantum Space to grow and manage growth profitably, maintain relationships with customers and suppliers

and retain its management and key employees; costs related to the Business Combination; changes in applicable laws or regulations; the

possibility that Quantum Space or the combined company may be adversely affected by other economic, business, and/or competitive factors;

the amount of redemption requests made by Inflection Point shareholders; unsatisfactory safety performance of Quantum Space’s satellite

systems or security incidents at Quantum Space’s facilities; failure of the market for satellites to achieve the growth potential

Quantum Space expects; any delayed launches, launch failures, failure of Quantum Space’s satellites to reach their planned orbital

locations and significant increases in the costs related to launches of satellites; the handling, production and disposition of potentially

explosive and ignitable energetic materials and other dangerous chemicals in Quantum Space’s operations; failure of Quantum Space’s

products to operate in the expected manner or defects in its products; counterparty risks on contracts entered into with Quantum Space’s

customers and failure of Quantum Space’s prime contractors to maintain their relationships with their counterparties and fulfill

their contractual obligations; failure to successfully defend against protests from other bidders for government contracts; changes in

the funding levels of various governmental entities with which Quantum Space does business; and other risks and uncertainties discussed

in documents of Inflection Point and/or Quantum Space filed, or to be filed, with the SEC. The foregoing list of risk factors is not exhaustive.

There may be additional risks that Inflection Point and Quantum Space presently do not know or that Inflection Point and Quantum Space

currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

In addition, forward-looking statements provide Inflection Point’s and Quantum Space’s expectations, plans or forecasts of

future events and views as of the date of this communication. Inflection Point and Quantum Space anticipate that subsequent events and

developments will cause their assessments to change. However, while Inflection Point and Quantum Space may elect to update these forward-looking

statements in the future, Inflection Point and Quantum Space specifically disclaim any obligation to do so. These forward-looking statements

should not be relied upon as representing Inflection Point’s or Quantum Space’s assessments as of any date subsequent to the

date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements. Nothing herein should

be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or results of such

forward-looking statements will be achieved.

Additional Information

The Business Combination will be submitted to

shareholders of Inflection Point for their consideration. In connection with the Business Combination, PubCo, Inflection Point and Quantum

Space intend to file a Registration Statement with the SEC, which will include a proxy statement/prospectus and certain other related

documents, which will serve as both the proxy statement to be distributed to shareholders of Inflection Point in connection with its solicitation

for proxies for the vote by its shareholders in connection with the Business Combination and other matters to be described in the Registration

Statement, as well as the prospectus relating to the offer and sale of the securities to be issued to securityholders of Inflection Point

and equityholders of Quantum Space in connection with the completion of the Business Combination. After the Registration Statement is

declared effective, Inflection Point will mail a definitive proxy statement and other relevant documents to its shareholders as of the

record date established for voting on the Business Combination. This communication is not a substitute for the Registration Statement,

the definitive proxy statement/prospectus or any other document that Inflection Point will send to its shareholders in connection with

the Business Combination.

INVESTORS AND SECURITY HOLDERS ARE ADVISED TO

READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY

AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION

AND THE PARTIES TO THE BUSINESS COMBINATION.

Investors and security holders will be able to

obtain copies of these documents (when available) and other documents filed with the SEC free of charge at www.sec.gov. The definitive

proxy statement/prospectus (when available) will be mailed to shareholders of Inflection Point as of a record date to be established for

voting on the Business Combination. Shareholders of Inflection Point will also be able to obtain copies of the definitive proxy statement/prospectus

without charge, once available, by directing a request to: Inflection Point Acquisition Corp. VI, 1680 Michigan Avenue, Suite 700 #1031,

Miami Beach, FL 33139.

Participants in the Solicitation

Inflection Point and its directors, executive

officers, and other members of management, and consultants, under SEC rules, may be deemed participants in the solicitation of proxies

from Inflection Point’s shareholders with respect to the Business Combination. Information about Inflection Point’s directors

and executive officers and a description of their interests in Inflection Point and in its initial business combination is contained in

the sections entitled “Management,” “Principal Shareholders,” and “Certain Relationships

and Related Party Transactions” of Inflection Point’s final prospectus (File No. 333-292443) for its initial public offering,

filed with the SEC on March 30, 2026, which is available free of charge at the SEC’s website at www.sec.gov and at the following

URL: https://www.sec.gov/Archives/edgar/data/2102041/000121390026035878/ea0270234-07.htm. Additional information regarding the interests

of participants in the proxy solicitation and their direct and indirect interests will be contained in the Registration Statement and

the proxy statement/prospectus when they become available.

Quantum Space, its directors, executive officers,

other members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies of Inflection Point’s

shareholders in connection with the Business Combination. A list of the names of such directors and executive officers and information

regarding their interests in the Business Combination will be included in the Registration Statement when available.

No Offer or Solicitation

This communication is for informational purposes

only and is not (i) an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities, nor shall there

be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law nor (ii) the solicitation of any

vote in any jurisdiction pursuant to the Business Combination or otherwise. This communication is not, and under no circumstances is to

be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other

jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities

Act or exemptions therefrom. No securities commission or securities regulatory authority in the United States or any other jurisdiction

has in any way passed upon the merits of the Business Combination or the accuracy or adequacy of this communication.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.

Description

2.1†

Business Combination Agreement, dated as of June 8, 2026, by and among Inflection Point Acquisition Corp. VI, IPFX PubCo, Inc., IPFX Merger Sub, Inc. and Quantum Space, LLC.

3.1

Form of Certificate of Designation relating to the 12.0% Series A Cumulative Convertible Preferred Stock.

4.1

Form of Warrant to be issued to each Series A Preferred Stock Investor.

10.1

Sponsor Support Agreement, dated June 8, 2026, by and among Inflection Point Acquisition Corp. VI, IPFX PubCo and Inflection Point Holdings VI LLC.

10.2†

Member Support Agreement, dated June 8, 2026, by and among Inflection Point Acquisition Corp. VI, members who are signatory thereto and Quantum Space, LLC.

10.3

Form of Sponsor Lock-Up Agreement.

10.4

Form of Quantum Holders Lock-Up Agreement.

10.5

Form of Amended and Restated Registration Rights Agreement.

10.6†

Form of Series A Securities Purchase Agreement.

104

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

† Certain of the exhibits and schedules to this exhibit have

been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted

exhibits and schedules to the SEC upon its request.

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.

INFLECTION POINT ACQUISITION CORP. VI

By:

/s/ Kevin Shannon

Name:

Kevin Shannon

Title:

Chief Executive Officer

Dated: June 12, 2026

EX-2.1 — BUSINESS COMBINATION AGREEMENT, DATED AS OF JUNE 8, 2026, BY AND AMONG INFLECTION POINT ACQUISITION CORP. VI, IPFX PUBCO, INC., IPFX MERGER SUB, INC. AND QUANTUM SPACE, LLC

EX-2.1

Filename: ea029394001ex2-1.htm · Sequence: 2

Exhibit 2.1

Execution Version

Dated June 8, 2026

Business Combination Agreement

by and among

Inflection Point Acquisition Corp. VI

as the Purchaser

IPFX Pubco, Inc.

as Pubco

IPFX Merger Sub, Inc.

as Merger Sub

and

Quantum Space, LLC

as the Company

Article I Transactions

Section 1.01

Closing Transactions

Section 1.02

Effective Time of the Merger

Section 1.03

Effects of the Merger

Section 1.04

No Fractional Shares

Section 1.05

Withholding Taxes

Section 1.06

Further Assurances.

Article II Closing

Section 2.01

Closing

Section 2.02

Closing Documents

Article III Representations and Warranties of the Company

Section 3.01

Organization and Standing

Section 3.02

Authorization; Binding Agreement

Section 3.03

Capitalization

Section 3.04

Subsidiaries

Section 3.05

No Conflict; Governmental Consents and Filings

Section 3.06

Financial Statements

Section 3.07

Undisclosed Liabilities

Section 3.08

Absence of Certain Changes

Section 3.09

Compliance with Laws

Section 3.10

Government Contracts

Section 3.11

Company Permits

Section 3.12

Litigation

Section 3.13

Material Contracts

Section 3.14

Intellectual Property

Section 3.15

Taxes and Returns

Section 3.16

Real Property

Section 3.17

Personal Property

Section 3.18

Employee Matters

Section 3.19

Benefit Plans

Section 3.20

Environmental Matters

Section 3.21

Transactions with Related Persons

Section 3.22

Insurance

Section 3.23

Top Customers and Suppliers

Section 3.24

Certain Business Practices

Section 3.25

Investment Company Act

Section 3.26

Finders and Brokers

Section 3.27

Independent Investigation

Section 3.28

Information Supplied

Section 3.29

No Additional Representations or Warranties

Article IV Representations and Warranties of PubCo

Section 4.01

Organization and Standing

Section 4.02

Authorization; Binding Agreement

Section 4.03

No Prior Operations; Subsidiaries

Section 4.04

Capitalization

Section 4.05

Governmental Approvals

Section 4.06

No Liabilities; No Distributions

Section 4.07

No Additional Representations or Warranties

Article V Representations and Warranties of Merger Sub

Section 5.01

Organization and Standing

Section 5.02

Authorization; Binding Agreement

Section 5.03

No Prior Operations; Subsidiaries

Section 5.04

Capitalization

Section 5.05

Governmental Approvals

Section 5.06

No Liabilities; No Distributions

Section 5.07

No Additional Representations or Warranties

Article VI Representations and Warranties of the Purchaser

Section 6.01

Organization and Standing

Section 6.02

Authorization; Binding Agreement

Section 6.03

Governmental Approvals

Section 6.04

Non-Contravention

Section 6.05

Capitalization

Section 6.06

SEC Filings and Purchaser Financials; Internal Controls

Section 6.07

Absence of Certain Changes

Section 6.08

Undisclosed Liabilities

Section 6.09

Compliance with Laws

Section 6.10

Legal Proceedings; Orders; Permits

Section 6.11

Taxes and Returns

Section 6.12

Properties

Section 6.13

Investment Company Act

Section 6.14

Trust Account

Section 6.15

Finders and Brokers

Section 6.16

Certain Business Practices

Section 6.17

Insurance

Section 6.18

Information Supplied

Section 6.19

Independent Investigation

Section 6.20

Employees; Benefit Plans

Section 6.21

Section 280G

Section 6.22

CFIUS Foreign Person Status

Section 6.23

No Additional Representations or Warranties

Article VII Covenants

Section 7.01

Access and Information; Cooperation

Section 7.02

Conduct of Business of the Company

Section 7.03

Conduct of Business of the Purchaser

Section 7.04

Annual and Interim Financial Statements

Section 7.05

Purchaser Public Filings

Section 7.06

No Solicitation

Section 7.07

No Trading

Section 7.08

Notification of Certain Matters

Section 7.09

Efforts

Section 7.10

Trust Account

Section 7.11

Tax Matters

Section 7.12

Further Assurances

Section 7.13

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

Section 7.14

Equity Incentive Matters

Section 7.15

Public Announcements

Section 7.16

Confidential Information

Section 7.17

Post-Closing Board of Directors and Executive Officers

Section 7.18

Indemnification of Directors and Officers; Tail Insurance

Section 7.19

PIPE Investment; Prime Movers Financing

Section 7.20

Recapitalization

Section 7.21

Domestication

Section 7.22

Affiliate Agreements

Section 7.23

Listing

Section 7.24

Treatment of Closing Indebtedness

Section 7.25

IP Assignment Recordation

Section 7.26

Trademark Assignment

Article VIII Closing Conditions

Section 8.01

Conditions to Each Party’s Obligations

Section 8.02

Conditions to Obligations of the Company

Section 8.03

Conditions to Obligations of the Purchaser Parties

Section 8.04

Frustration of Conditions

Article IX Termination and Expenses

Section 9.01

Termination

Section 9.02

Effect of Termination

Article X Miscellaneous

Section 10.01

No Survival

Section 10.02

Notices

Section 10.03

Binding Effect; Assignment

Section 10.04

Third Parties

Section 10.05

Fees and Expenses

Section 10.06

Governing Law

Section 10.07

Jurisdiction.

Section 10.08

WAIVER OF JURY TRIAL

Section 10.09

Specific Performance

Section 10.10

Severability

Section 10.11

Amendment; Waiver

Section 10.12

Entire Agreement

Section 10.13

Interpretation

Section 10.14

Counterparts

Section 10.15

Legal Representation

Section 10.16

Waiver of Claims Against Trust

Section 10.17

Company and Purchaser Disclosure Letters

Section 10.18

No Recourse

Article XI Definitions

Section 11.01

Certain Definitions

Exhibits

Exhibit A

Form of Tax Receivable Agreement

Exhibit B

Form of A&R Registration Rights Agreement

Exhibit C-1

Form of Sponsor Lock-Up Agreement

Exhibit C-2

Form of Seller Lock-Up Agreement

Exhibit D

Form of PIPE Subscription Agreement

iii

BUSINESS COMBINATION AGREEMENT

This Business Combination

Agreement (this “Agreement”) is made and entered into as of June 8, 2026 by and among Inflection Point Acquisition

Corp. VI, a Cayman Islands exempted company (which shall transfer by way of continuation to and domesticate as a Delaware corporation

prior to the Closing) (the “Purchaser”), IPFX PubCo, Inc., a Delaware corporation and wholly owned subsidiary of the

Purchaser (“Pubco”), IPFX Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Pubco (“Merger

Sub”), and Quantum Space, LLC, a Delaware limited liability company (the “Company”). The Purchaser, Pubco,

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

RECITALS:

WHEREAS, the Purchaser

is a special purpose acquisition company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation,

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

WHEREAS, Pubco is a

newly incorporated Delaware corporation and wholly owned subsidiary of the Purchaser, formed for purposes of consummating the Transactions,

and the authorized capital stock of Pubco consists of 5,000 shares of common stock, par value $0.01 per share;

WHEREAS, Merger Sub

is a newly incorporated Delaware corporation and direct, wholly owned subsidiary of Pubco formed for the purpose of effectuating the Merger

(as defined below);

WHEREAS, at least one

day prior to the Closing Date and subject to the satisfaction or waiver of the conditions of this Agreement (other than those conditions

that by their nature are to be satisfied at the Closing), the Purchaser shall de-register in the Cayman Islands by way of continuation

out of the Cayman Islands and into the State of Delaware and domesticate as a Delaware corporation in accordance with Section 388 of the

Delaware General Corporation Law, as amended (the “DGCL”), and section 206 of the Cayman Companies Act (such de-registration,

continuation and domestication, the “Domestication”);

WHEREAS, immediately

prior to the Closing, the Company will effectuate a recapitalization, pursuant to which, among other things, all outstanding equity securities

of the Company, other than the Series B Preferred Units and Series B Warrants issued to the Series B Investors in the Series B Investment,

will be converted or exchanged into Company Common Units, and will be set forth in the Company A&R Operating Agreement, the result

of which, among other things, will be that the Sellers will collectively hold Company Common Units as of immediately prior to the Closing

(the “Recapitalization”);

WHEREAS, (i) immediately

prior to the Domestication, each then issued and outstanding Purchaser Class B Ordinary Share shall convert, on a one-for-one basis, into

a Purchaser Class A Ordinary Share in accordance with the terms of the Sponsor Support Agreement (the “Sponsor Share Conversion”);

and (ii) in connection with the Domestication, (x) each then issued and outstanding Purchaser Class A Ordinary Share shall convert automatically,

on a one-for-one basis, into a share of Purchaser Class A Common Stock (“Domesticated Purchaser Class A Common Stock”),

(y) each then issued and outstanding warrant of the Purchaser (each, a “Cayman Purchaser Warrant”) shall convert automatically

into a warrant to acquire one share of Purchaser Class A Common Stock (each, a “Domesticated Purchaser Warrant”) pursuant

to the Warrant Agreement, and (z) each then issued and outstanding unit of the Purchaser (the “Cayman Purchaser Units”)

shall be cancelled and will thereafter entitle the holder thereof to one share of Domesticated Purchaser Class A Common Stock and one-third

(1/3rd) of one Domesticated Purchaser Warrant;

WHEREAS, on the

Closing Date, on the terms and subject to the conditions of this Agreement and in accordance with the DGCL, Merger Sub will merge

with and into Purchaser, with Purchaser continuing as the surviving corporation and a direct, wholly owned subsidiary of Pubco (the

“Merger”), as a result of which, among other things, each then issued and outstanding share of Domesticated

Purchaser Class A Common Stock shall convert automatically into a share of Pubco Class A-1 Common Stock and each then issued and

outstanding Domesticated Purchaser Warrant shall convert automatically into a warrant to acquire one share of Pubco Class A-1 Common

Stock (each, a “Pubco Warrant”), upon the terms set forth in a Warrant Assumption Agreement in form and substance

reasonably satisfactory to the Company and the Purchaser (the “Warrant Assumption Agreement”);

WHEREAS, on the Closing

Date, immediately following the Merger, (a) each Seller identified on the Closing Member Schedule and the Exchange Schedule as a “Direct

Pubco Seller” (each, a “Direct Pubco Seller”) will contribute, automatically and without further action by such

Seller, to Pubco all of such Direct Pubco Seller’s Company Common Units in exchange for shares of Pubco Class A-1 Common Stock or

shares of Pubco Class A-2 Common Stock, and (b) each Seller identified on the Closing Member Schedule and the Exchange Schedule as an

“Up-C Seller” (each, an “Up-C Seller”) will contribute, automatically and without further action by such

Seller, to Pubco the number of Company Common Units set forth opposite such Up-C Seller’s name on the Exchange Schedule in exchange

for shares of Pubco Class A-1 Common Stock or shares of Pubco Class A-2 Common Stock, and will retain the balance of such Up-C Seller’s

Company Common Units;

WHEREAS, on the Closing

Date, simultaneously with the contributions described in the immediately preceding recital, each Series B Investor holding Series B Preferred

Units will (a) contribute to Pubco all of such holder’s Series B Preferred Units in exchange for shares of Pubco Convertible Preferred

Stock, and (b) have the option to elect to contribute to Pubco all of such holder’s Series B Warrants in exchange for Preferred

Investor Warrants, in each case, upon the terms set forth in the Series B SPA;

WHEREAS, on the Closing

Date, in connection with the Transactions, each Up-C Seller (in such capacity, a “Class B Subscriber”) will purchase

from Pubco, for consideration not greater than the par value of such stock, a number of shares of Pubco Class B-1 Common Stock or shares

of Pubco Class B-2 Common Stock set forth in the Closing Member Schedule and Exchange Schedule, in each case in respect of the Company

Common Units retained by such Up-C Seller following the Seller Contributions, upon the terms set forth in the Seller Class B Subscription

Agreement in form and substance reasonably satisfactory to the Company and the Purchaser (the “Seller Class B Subscription Agreement”);

WHEREAS, on the Closing

Date, immediately following the Merger and the contributions and purchases described in the four immediately preceding recitals, (a) Pubco

will contribute to Purchaser (i) all of the Company Common Units, Series B Preferred Units and Series B Warrants (if any) received by

Pubco pursuant to such contributions and (ii) all remaining cash held by Pubco (after payment of all applicable expenses and any amounts

retained by Pubco), and (b) Purchaser will, in turn, contribute to the Company the cash received from Pubco described in clause (a)(ii)

in exchange for additional Company Common Units, Series B Preferred Units and Series B Warrants;

WHEREAS, as a condition

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

Agreement, the Sponsor has executed and delivered to the Company the Sponsor Support Agreement, pursuant to which the Sponsor has agreed

to, among other things, vote to adopt and approve this Agreement and the other documents contemplated hereby (including the applicable

Ancillary Documents) and the transactions contemplated hereby and thereby;

WHEREAS, as a

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

delivery of this Agreement, the Required Members (as set forth on Schedule I) have executed and delivered to the Purchaser the

Member Support Agreement, pursuant to which the Required Members have agreed to, among other things, vote (or act by written

consent) to adopt and approve, upon the effectiveness of the Registration Statement, this Agreement and the other documents

contemplated hereby (including the applicable Ancillary Documents) and the transactions contemplated hereby and thereby;

WHEREAS, as a condition

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

Agreement, the Company and the investors named therein (the “Series B Investors”) have executed and delivered the Series

B SPA, pursuant to which the Series B Investors have agreed, among other things, to purchase from the Company, and the Company has agreed,

among other things, to sell to the Series B Investors, Series B Preferred Units and Series B Warrants, for an aggregate purchase price

of approximately $60 million (the “Series B Investment”);

WHEREAS, as a condition

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

Agreement, the Company, the Purchaser, and the investors party thereto have executed and delivered subscription agreements substantially

in the form attached hereto as Exhibit D (the “PIPE Subscription Agreements”), pursuant to which, and on the terms

and subject to the conditions of which, such investors (the “PIPE Investors”) have agreed to purchase from Pubco shares

of Pubco Series A Convertible Preferred Stock and Preferred Investor Warrants (collectively, the “PIPE Securities”)

(together with any additional PIPE Subscription Agreements entered into prior to the Closing, excluding, for the avoidance of doubt, the

Series B Investment, the “PIPE Investment”), for an aggregate purchase price of approximately $240 million, with such

purchases to be consummated prior to or substantially concurrently with the Closing;

WHEREAS, simultaneously

with the Closing, the Up-C Sellers, the Company, and Purchaser shall amend and restate the Company LLC Agreement by adopting the Eighth

Amended and Restated Limited Liability Company Agreement of the Company in form and substance reasonably satisfactory to the Company and

the Purchaser (the “Company A&R Operating Agreement”) to, among other things, permit the issuance and ownership

of the Company Units as contemplated to be issued and owned upon consummation of the Transactions and admit the Purchaser as the managing

member of the Company;

WHEREAS, simultaneously

with the Closing, the Company, Purchaser, Pubco and each Seller identified on the Closing Member Schedule as a “Participating TRA

Holder” will enter into a Tax Receivable Agreement in substantially the form attached hereto as Exhibit A (the “Tax

Receivable Agreement”);

WHEREAS, simultaneously

with the Closing, the Sponsor, Pubco, the Sellers and the other parties thereto will enter into an Amended and Restated Registration Rights

Agreement in substantially the form attached hereto as Exhibit B (the “A&R Registration Rights Agreement”);

WHEREAS, simultaneously

with the Closing, (a) the Sponsor and Pubco will enter into a Lock-Up Agreement in substantially the form attached hereto as Exhibit C-1

(the “Sponsor Lock-Up Agreement”) and (b) Pubco, the Sellers and the other parties thereto will enter into a Lock-Up

Agreement in substantially the form attached hereto as Exhibit C-2 (the “Seller Lock-Up Agreement”, and together

with the Sponsor Lock-Up Agreement, the “Lock-Up Agreements”);

WHEREAS, in connection

with the Closing, subject to the terms and conditions herein, the Purchaser, Pubco, Merger Sub and the Company will consummate the contributions

and other transactions set forth in Article I (collectively, the “Closing Transactions” and together with

the other transactions contemplated by this Agreement, the “Transactions”);

WHEREAS, the Parties

intend that, for U.S. federal and applicable state and local income tax purposes, the Transactions will be treated in the manner set forth

in Section 7.11(a);

WHEREAS, the

board of directors of the Company has unanimously: (a) determined that it is in the best interests of the Company and the members of

the Company, and declared it advisable, for the Company to enter into this Agreement and the Ancillary Documents to which the

Company is or will be a party and consummate the Transactions (including the Recapitalization and the Merger); (b) approved this

Agreement, the Ancillary Documents to which the Company is or will be a party and the Transactions (including the Recapitalization

and the Merger) on the terms and subject to the conditions of this Agreement and (c) recommended, among other things, the approval

and adoption of this Agreement and the Transactions (including the Recapitalization and the Merger) by the Required Members entitled

to vote thereon;

WHEREAS, the board

of directors of the Purchaser has unanimously: (a) determined that it is in the best interests of the Purchaser and the Purchaser Shareholders,

and declared it advisable, for the Purchaser to enter into this Agreement and the Ancillary Documents to which the Purchaser is or will

be a party and consummate the Transactions (including the Domestication); (b) approved this Agreement, the Ancillary Documents to which

the Purchaser is or will be a party and the Transactions (including the Domestication) on the terms and subject to the conditions of this

Agreement; and (c) recommended, among other things, the approval and adoption of this Agreement and the Transactions (including the Domestication)

by the Purchaser Shareholders entitled to vote thereon;

WHEREAS, the board

of directors of Pubco has unanimously: (a) determined that it is in the best interests of Pubco and its sole stockholder, and declared

it advisable, for Pubco to enter into this Agreement and the Ancillary Documents to which Pubco is or will be a party and consummate the

Transactions; and (b) approved this Agreement, the Ancillary Documents to which Pubco is or will be a party and the Transactions on the

terms and subject to the conditions of this Agreement; and

WHEREAS, the board

of directors of Merger Sub has unanimously: (a) determined that it is in the best interests of Merger Sub and its sole stockholder, and

declared it advisable, for Merger Sub to enter into this Agreement and the Ancillary Documents to which Merger Sub is or will be a party

and consummate the Transactions; and (b) approved this Agreement, the Ancillary Documents to which Merger Sub is or will be a party and

the Transactions on the terms and subject to the conditions of this Agreement.

NOW, THEREFORE, in

consideration of the premises set forth above, and the representations, warranties, covenants and agreements contained in this Agreement,

and for other consideration, the receipt and sufficiency of which is acknowledged and agreed to by the Parties, and intending to be legally

bound hereby, the Parties hereto agree as follows:

Article

Transactions

Section 1.01 Closing Transactions. On the terms and subject to the conditions set forth in this Agreement, the following transactions

shall occur in the order set forth in this Section 1.01:

(a) At

least one day prior to the Closing Date, the Parties shall cause the Domestication to be consummated in accordance with Section 7.21,

including the filing of the certificate of corporate domestication and the certificate of incorporation of Purchaser with the Secretary

of State of the State of Delaware.

(b) Immediately prior to the Closing, the Company shall cause the Recapitalization to be consummated in accordance with Section

7.20, the Closing Member Schedule, the Company’s Organizational Documents and the Company A&R Operating Agreement.

the Merger Effective Time, on the terms and subject to the conditions set forth herein and in accordance with the applicable provisions

of the DGCL, Merger Sub and the Purchaser shall consummate the Merger, pursuant to which Merger Sub shall be merged with and into the

Purchaser, following which the separate corporate existence of Merger Sub shall cease and Purchaser shall continue as the surviving corporation

after the Merger and as a direct, wholly owned subsidiary of Pubco, with the effects set forth in Section 1.02 and Section

1.03.

(d) Immediately

following the Merger Effective Time, each Seller shall contribute, assign, transfer, convey and deliver to Pubco, free and clear of all

Liens (other than Liens arising under the Company A&R Operating Agreement, the Pubco Charter, the Pubco Bylaws and restrictions on

transfer under securities-related Law), the number of Company Common Units set forth opposite such Seller’s name on the Exchange

Schedule, which (i) in the case of each Direct Pubco Seller shall be all of the Company Common Units held or received by such Direct

Pubco Seller pursuant to the Recapitalization and (ii) in the case of each Up-C Seller shall be the scheduled portion of such Up-C Seller’s

Company Common Units, with such Up-C Seller retaining the balance of such Up-C Seller’s Company Common Units, in exchange for,

on a one-for-one basis, (A) in the case of each Seller (other than any Seller so designated on the Exchange Schedule), a number of shares

of Pubco Class A-1 Common Stock equal to the number of Company Common Units so contributed by such Seller and (B) in the case of any

Seller so designated on the Exchange Schedule, a number of shares of Pubco Class A-2 Common Stock equal to the number of Company Common

Units so contributed by such Seller, in each case upon the terms set forth in this Agreement, the Requisite Member Approval, the Closing

Member Schedule and the Exchange Schedule (the “Seller Contributions”); provided, that, with respect

to each Up-C Seller, the scheduled portion of such Up-C Seller’s Company Common Units to be contributed pursuant to this Section

1.01(d) shall be equal to one percent (1%) of the Company Common Units held by such Up-C Seller immediately following the Recapitalization

(the “Default Contribution Percentage”).

(e) Simultaneously

with the Seller Contributions, each holder of Series B Preferred Units shall contribute, assign, transfer, convey and deliver to Pubco,

free and clear of all Liens (other than restrictions on transfer under securities-related Law), all of such holder’s Series B Preferred

Units in exchange for a number of shares of Pubco Convertible Preferred Stock equal to the quotient of (i) the aggregate Series B Preference

Amount of such holder’s Series B Preferred Units so contributed by such holder, divided by (ii) $12.00, in each case upon the terms

set forth in the Series B SPA (the “Preferred Contributions”). For the avoidance of doubt, no holder of Series B Preferred

Units shall, solely by virtue of holding Series B Preferred Units and participating in the Preferred Contributions, be deemed to be an

Up-C Seller, a Class B Subscriber or an Exchange Party, in each case unless such holder is separately a holder of retained Company Common

Units following the Recapitalization and the Seller Contributions and is so designated on the Closing Member Schedule and the Exchange

Schedule. No fractional shares of Pubco Convertible Preferred Stock, or certificates or scrip representing fractional shares of Pubco

Convertible Preferred Stock, will be issued upon the Preferred Contributions. Any fractional shares of Pubco Convertible Preferred Stock

will be rounded down to the nearest whole number.

(f) Simultaneously

with the Seller Contributions and the Preferred Contributions, each Electing Warrantholder shall contribute, assign, transfer, convey

and deliver to Pubco, free and clear of all Liens (other than Liens arising under the Company A&R Operating Agreement, the Pubco

Charter, the Pubco Bylaws and restrictions on transfer under securities-related Law), the Series B Warrants exercisable for the number

of Company Common Units set forth opposite such holder’s name on the Exchange Schedule to Pubco, in exchange for, a Preferred Investor

Warrant initially exercisable for a number of shares of Pubco Class A-1 Common Stock equal to the quotient of (i) the aggregate exercise

price of such holder’s Series B Warrants so contributed by such holder, divided by $12.00 (the “Warrant Contributions”).

(g) Simultaneously

with, or immediately following, the Seller Contributions, the Preferred Contributions and the Warrant Contributions, each PIPE Investor

shall purchase, and Pubco shall issue and sell to such PIPE Investor, the PIPE Securities subscribed for by such PIPE Investor, free

and clear of all Liens (other than restrictions on transfer under securities-related Law), in exchange for the PIPE Investment proceeds

payable by such PIPE Investor, in each case in accordance with the applicable PIPE Subscription Agreement.

(h) The Purchaser shall make any payments required to be made by the Purchaser in connection with the Redemptions elected by the Purchaser

Shareholders by wire of immediately available funds from the Trust Account.

(i) Pubco shall pay, or cause to be paid, all Purchaser Transaction Costs up to the Purchaser Expense Cap, to the extent such Purchaser

Transaction Costs are not paid prior to the Closing, to the applicable payees, by wire of immediately available funds from the Trust Account.

(j) Pubco

shall pay, or cause to be paid, all Company Transaction Costs, to the extent such Company Transaction Costs are not paid prior to the

Closing, to the applicable payees as identified by the Company, by wire of immediately available funds from the Trust Account; provided,

that Pubco shall pay, or cause to be paid, any amounts included in the Company Transaction Costs that represent compensation to employees

of the Target Companies for payment to the applicable service provider at the time required by the applicable arrangement through the

payroll system of the applicable Target Company; provided, further, that the amounts paid (or caused to be paid) by Pubco

pursuant to this Section 1.01(j) shall be treated (i) first, as a contribution to capital of Purchaser and (ii) second, as a direct

or indirect contribution to capital of the applicable Target Company by Purchaser.

(k) Immediately following the transactions set forth in Section 1.01(d), Section 1.01(e) and Section 1.01(f),

Pubco shall contribute, assign, transfer, convey and deliver to Purchaser, free and clear of all Liens (other than Liens arising under

the Company A&R Operating Agreement and restrictions on transfer under securities-related Law), (i) all of the Company Common Units

received by Pubco pursuant to Section 1.01(d), (ii) all of the Series B Preferred Units received by Pubco pursuant to Section

1.01(e), and (iii) all of the Series B Warrants received by Pubco pursuant to Section 1.01(f).

(l) Immediately

following the transactions set forth in Section 1.01(d) and Section 1.01(e), Pubco shall contribute to Purchaser all remaining

Available Purchaser Closing Cash held by Pubco (after payment of all applicable Purchaser Transaction Costs and Company Transaction Costs

to be paid at the Closing pursuant to Section 1.01(i) and Section 1.01(j)).

(m) Immediately

following the transactions described in Section 1.01(l), Purchaser shall contribute to the Company an amount in cash equal to

the remaining Available Purchaser Closing Cash contributed to Purchaser by Pubco pursuant to Section 1.01(l) (such contributions

from Purchaser to the Company, the “Closing Date Cash Contributions”), in exchange for (x) a number of additional

Company Common Units and (y) a number of additional Series B Preferred Units, in each case as set forth on the Closing Member Schedule

and on the Exchange Schedule. The Closing Date Cash Contributions, together with the amounts treated as contributions to capital of the

Company pursuant to Section 1.01(j) are referred to herein as the “Closing Contributions”.

(n) Simultaneously

with or immediately after the Seller Contributions, Pubco shall issue and sell to each Up-C Seller, and each such Up-C Seller shall purchase

from Pubco, free and clear of all Liens (other than Liens arising under the Pubco Organizational Documents (in each case, at and following

the Closing) or restrictions on transfer under any securities-related Law), (i) in the case of each such Up-C Seller (other than any

Up-C Seller so designated on the Exchange Schedule), a number of shares of Pubco Class B-1 Common Stock equal to the number of Company

Common Units retained by such Up-C Seller following the Seller Contributions and (ii) in the case of any Up-C Seller so designated on

the Exchange Schedule, a number of shares of Pubco Class B-2 Common Stock equal to the number of Company Common Units retained by such

Up-C Seller following the Seller Contributions, in each case as set forth on the Closing Member Schedule and the Exchange Schedule, in

exchange for the payment to Pubco by each such Up-C Seller of adequate consideration (in each case, not to exceed a per-share price equal

to the par value per share of the Pubco Class B-1 Common Stock or the Pubco Class B-2 Common Stock, as applicable), in each case as such

consideration amount is set forth in the Seller Class B Subscription Agreement (the “Seller Subscription Amount”).

For the avoidance of doubt, (x) the aggregate consideration to be received in respect of the Transactions by the Sellers shall be equal

to (and in no event shall exceed) the Aggregate Consideration, and the paired non-economic voting shares of Pubco Class B-1 Common Stock

and Pubco Class B-2 Common Stock purchased by Up-C Sellers pursuant to this Section 1.01(n) shall not constitute Aggregate Consideration,

and (y) no Direct Pubco Seller shall purchase or receive any Pubco Class B-1 Common Stock or Pubco Class B-2 Common Stock in connection

with the Transactions, and no Direct Pubco Seller shall be an Exchange Party or retain any Company Common Units. The aggregate number

of Company Common Units, Series B Preferred Units and the number of Company Common Units issuable upon exercise of the Series B Warrants

(and the exercise price per Common Unit of such Series B Warrants) held by Purchaser following the foregoing transactions shall mirror

the aggregate number of shares of Pubco Class A-1 Common Stock and Pubco Class A-2 Common Stock, the aggregate number of shares of Pubco

Convertible Preferred Stock and the aggregate number of shares of Pubco Class A-1 Common Stock issuable upon exercise of the Preferred

Investor Warrants (and the exercise price per share of Pubco Class A-1 Common Stock of such Preferred Investor Warrants), respectively,

issued and outstanding immediately following the Closing.

(o) Simultaneously

with the Closing, (i) the Up-C Sellers, the Company, Purchaser and Pubco shall execute and deliver the Company A&R Operating Agreement,

(ii) the Company, Purchaser, Pubco and each Person designated on the Closing Member Schedule as a Participating TRA Holder shall execute

and deliver the Tax Receivable Agreement, and (iii) the Parties shall execute and deliver, and the Parties shall cause to be executed

and delivered, each other Ancillary Document required by this Agreement to be executed and delivered at or in connection with the Closing.

Section 1.02 Effective Time of the Merger. On the terms and subject to the conditions set forth herein, on the Closing Date, Purchaser,

Merger Sub and Pubco shall cause the Merger to be consummated by filing a certificate of merger in the form to be agreed by the Purchaser

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

the applicable provisions of the DGCL. The Merger shall become effective at the time the Certificate of Merger is duly filed with the

Secretary of State of the State of Delaware, or at such later time as may be specified in the Certificate of Merger and agreed in writing

by the Purchaser and the Company (such time, the “Merger Effective Time”).

Section 1.03 Effects of the Merger. On the terms and subject to the conditions set forth herein and in accordance with the applicable

provisions of the DGCL, at the Merger Effective Time, by virtue of the Merger and without any further action on the part of any Party

or the holders of any securities of Purchaser, the following shall occur:

(a) Each share of Domesticated Purchaser Class A Common Stock issued and outstanding immediately prior to the Merger Effective Time

(other than any shares described in Section 1.03(c)) shall automatically be cancelled and extinguished and converted into the right

to receive one share of Pubco Class A-1 Common Stock, following which all such shares of Domesticated Purchaser Class A Common Stock shall

cease to be outstanding and shall cease to exist by virtue of the Merger and without any further action on the part of any Party or the

holders thereof. Each former holder of Domesticated Purchaser Class A Common Stock immediately prior to the Merger Effective Time shall

cease to have any rights with respect thereto, except the right to receive the shares of Pubco Class A-1 Common Stock issuable in respect

thereof in accordance with this Section 1.03(a).

(b) Each

Domesticated Purchaser Warrant issued and outstanding immediately prior to the Merger Effective Time shall automatically be assumed

by Pubco and shall thereafter, by virtue of the Merger and without any further action on the part of any Party or the holders

thereof, constitute a Pubco Warrant, and the rights and obligations of Purchaser under the Warrant Agreement shall be irrevocably

assigned to, and assumed by, Pubco pursuant to the Warrant Assumption Agreement.

shares of Domesticated Purchaser Class A Common Stock or other capital stock of Purchaser that are owned, immediately prior to the Merger

Effective Time, by Purchaser (including as treasury shares), Pubco or Merger Sub shall automatically be cancelled, retired and cease

to exist, without any conversion thereof or payment therefor.

(d) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Merger Effective Time shall automatically

be converted into one validly issued, fully paid and non-assessable share of common stock of Purchaser (as the surviving corporation in

the Merger), which shares shall, immediately following the Merger Effective Time, constitute the only outstanding shares of capital stock

of Purchaser and shall be held by Pubco, with the result that Purchaser shall continue as the surviving corporation in the Merger and

as a direct, wholly owned Subsidiary of Pubco.

(e) From

and after the Merger Effective Time, each certificate (or book-entry position) previously evidencing Domesticated Purchaser Class A Common

Stock (other than any shares described in Section 1.03(c)) shall represent only the right to receive the shares of Pubco Class

A-1 Common Stock issuable in respect thereof pursuant to Section 1.03(a), and shall be exchanged for such Pubco Class A-1 Common

Stock (in book-entry form or, if requested, by certificate) upon the surrender of such certificate or the delivery of customary instructions,

in each case in accordance with reasonable and customary exchange-agent procedures established by Pubco and reasonably acceptable to

the Company. If any certificate (or book-entry position) for Pubco Class A-1 Common Stock is to be issued in a name other than that in

which the corresponding Domesticated Purchaser Class A Common Stock is registered, it shall be a condition of the issuance thereof that

the certificate or position so surrendered shall be properly endorsed or accompanied by an appropriate instrument of transfer in proper

form and that the Person requesting such issuance shall have paid to Pubco (or any agent designated by it) any transfer or other Taxes

required by reason of the issuance to a Person other than the registered holder, or established to the satisfaction of Pubco that such

Tax has been paid or is not payable.

(f) Notwithstanding

anything to the contrary in this Section 1.03, none of Pubco, Purchaser, Merger Sub, or any other Party shall be liable to any

Person for any amount properly paid or delivered to a public official pursuant to any applicable abandoned property, escheat or similar

Law.

(g) At the Merger Effective Time, the effects of the Merger shall be as set forth herein and in the applicable provisions of the DGCL,

and, without limiting the generality of the foregoing and subject thereto, all of the property, rights, privileges, powers and franchises

of Merger Sub shall vest in Purchaser as the surviving corporation, and all debts, liabilities, duties and obligations of Merger Sub shall

become the debts, liabilities, duties and obligations of Purchaser as the surviving corporation.

(h) At the Merger Effective Time, (i) the certificate of incorporation of Purchaser in effect immediately prior to the Merger Effective

Time shall be amended and restated to read in the form to be agreed by the Purchaser and the Company prior to the Closing, and as so amended

and restated shall be the certificate of incorporation of Purchaser (as the surviving corporation) until thereafter further amended in

accordance with applicable Law and the terms of such certificate of incorporation, (ii) the bylaws of Merger Sub immediately prior to

the Merger Effective Time shall be the bylaws of Purchaser (as the surviving corporation) until thereafter amended in accordance with

applicable Law, such bylaws and the certificate of incorporation of the surviving corporation, and (iii) the initial directors and officers

of Purchaser (as the surviving corporation) shall be designated by the Company, in each case until their respective successors are duly

elected, designated or appointed and qualified in accordance with applicable Law and the certificate of incorporation and bylaws of the

surviving corporation, or until their earlier death, resignation or removal.

Section 1.04 No

Fractional Shares. No fractional shares of Pubco Class A-1 Common Stock, or certificates or scrip

representing fractional shares of Pubco Class A-1 Common Stock, will be issued upon the conversion of the Domesticated Purchaser Class

A Common Stock pursuant to the Merger, and any such fractional shares or interests therein will not entitle the owner thereof to vote

or to any rights of a stockholder of Pubco. Any fractional shares of Pubco Class A-1 Common Stock will be rounded down to the nearest

whole number.

Section 1.05 Withholding

Taxes. Notwithstanding anything in this Agreement to the contrary, the Purchaser, Pubco, Merger Sub, the Company and their respective

Affiliates, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement such

amount required to be deducted and withheld with respect to the making of such payment under applicable Law; provided, that if

the Purchaser, Pubco, Merger Sub or the Company determines that any payment hereunder (other than any compensatory payments to be made

pursuant to this Agreement) is subject to deduction and/or withholding, then such Person shall use commercially reasonable efforts to

provide notice to the Person in respect of whom such amounts are intended to be deducted or withheld as soon as reasonably practicable

after such determination and shall use commercially reasonable efforts to provide the payment recipient with reasonable opportunity to

provide any forms or other documentation and otherwise reasonably cooperate with the relevant Parties in good faith to avoid or minimize

such deduction or withholding. To the extent that amounts are so withheld and paid over to the appropriate Governmental Authority, such

withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction

and withholding was made. In the case of any such payment payable to employees of the Target Companies in connection with the Transactions

contemplated hereby that is treated as compensation, the relevant Parties shall cooperate to pay such amounts through the applicable

Target Company’s payroll to facilitate applicable withholding.

Section 1.06 Further Assurances. From time to time after the Closing Date, upon the reasonable written request of any Party, each

Party shall execute, acknowledge and deliver such further instruments and documents, and take such additional action, to effect, consummate,

confirm or evidence the Transactions and carry out the purpose of this Agreement.

Article

Closing

Section 2.01 Closing.

Subject to the satisfaction or waiver of the conditions set forth in Article VIII, the consummation of the Transactions (other

than the transactions contemplated by this Agreement that by their nature are to be satisfied prior to the Closing) (the “Closing”)

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

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

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

or waiver of those conditions), or at such other date, time or place (including remotely) as the Purchaser and the Company may agree

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

Section 2.02 Closing

Documents. Two (2) Business Days prior to the Closing, the Company shall deliver to Pubco the final schedule (the “Exchange

Schedule”) identifying (i) for each Seller, the number of Company Common Units to be contributed to Pubco pursuant to the Seller

Contributions and the corresponding number of shares of Pubco Class A-1 Common Stock or Pubco Class A-2 Common Stock, as applicable,

to be issued to such Seller, (ii) for each holder of Series B Preferred Units, the number of Series B Preferred Units to be contributed

to Pubco pursuant to the Preferred Contributions and the corresponding number of shares of Pubco Convertible Preferred Stock to be issued

to such holder, (iii) for each Electing Warrantholder, the number of Series B Warrants to be contributed to Pubco pursuant to the Warrant

Contributions and the corresponding number of Preferred Investor Warrants to be issued to such holder, and (iv) the additional Company

Common Units and Series B Preferred Units to be issued by the Company to Purchaser in respect of the Closing Date Cash Contributions,

in each case consistent with Section 1.01 and the Closing Member Schedule.

Article

III

Representations and Warranties of the Company

Except as set forth in the

disclosure letter dated as of the date of this Agreement delivered by the Company to the Purchaser Parties (the “Company Disclosure

Letter”) prior to or in connection with the execution and delivery of this Agreement, the Company hereby represents and warrants

to the Purchaser Parties, as of the date hereof and as of the Closing, as follows:

Section 3.01 Organization

and Standing. The Company is a Delaware limited liability company duly formed, validly existing and in good standing under the

Delaware Limited Liability Company Act and has all requisite power and authority to own, lease and operate its properties and to carry

on its business as now being conducted, except as would not be material to the Target Companies, taken as a whole. Each Subsidiary of

the Company is a corporation, limited liability company or other entity duly formed, validly existing and in good standing under the

Laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate its properties

and to carry on its business as now being conducted, except as would not be material to the Target Companies, taken as a whole. Each

Subsidiary of the Company is duly qualified or licensed and in good standing in the jurisdiction in which it is formed or registered

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

operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure

to be so qualified or licensed or in good standing (i) would not, individually or in the aggregate, reasonably be expected to have a

Company Material Adverse Effect or (ii) can be cured without material cost or expense. The Company has provided to the Purchaser accurate

and complete copies of the Target Companies’ Organizational Documents, each as amended to date and as currently in effect. No Target

Company is in violation of any provision of its Organizational Documents.

Section 3.02 Authorization;

Binding Agreement. Subject to the receipt of the Requisite Member Approval and the consents and other approvals described in

Section 3.05, the Company has all requisite 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 its obligations hereunder and thereunder and to consummate the transactions contemplated

hereby and thereby. 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 managers in accordance with its Organizational Documents and (b) other than the Requisite Member Approval, no

other proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary

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

Ancillary Document to which the Company is or is required to be a party shall be when delivered, duly and validly executed and delivered

by the Company and, assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other

parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Company,

enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of

managers, by resolutions duly adopted, has (i) determined that this Agreement and the Transactions are advisable, fair to, and in the

best interests of, the Company and its members, (ii) approved this Agreement and the Transactions, (iii) directed that this Agreement

be submitted to its members for adoption and (iv) recommended that its members adopt this Agreement.

Section 3.03 Capitalization.

(a) Set

forth on Section 3.03(a) of the Company Disclosure Letter is a true, correct and complete list of each record holder of Company

Units or any other equity interests of the Company, including the Series B Preferred Units, the Incentive Units, the Management Incentive

Units, the UARs and the Company Warrants, and the number and class or series of Company Units or such other equity interests held by

each such holder as of the date hereof. Other than such Company Units and equity interests, including the Series B Preferred Units, the

Incentive Units, the Management Incentive Units, the UARs and the Company Warrants, set forth on Section 3.03(a) of the Company

Disclosure Letter, the Company does not have any other issued or outstanding membership or other equity interests.

(b) Prior

to giving effect to the Transactions (but after giving effect to the Recapitalization), all of the equity securities in the Company (other

than the Series B Preferred Units and Series B Warrants owned by the Series B Investors) will be owned by the Sellers free and clear

of any Liens other than those imposed under the Company Organizational Documents, applicable securities Laws, Permitted Liens or as set

forth on Section 3.03(b)(i) of the Company Disclosure Letter. All of the issued and outstanding Company Units have been duly authorized

and validly issued in accordance with applicable Laws, including applicable securities Law, and the Company Organizational Documents,

and are not subject to, nor were they issued in violation of, any preemptive rights, rights of first refusal or similar rights, except

where such violation or failure would not reasonably be expected to be, individually or in the aggregate, material to the Target Companies,

taken as a whole. Except as set forth on Section 3.03(b)(ii) of the Company Disclosure Letter, there are no preemptive rights

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

or, to the Knowledge of the Company, any of its members is a party or bound relating to any membership interests or other equity securities

of the Company, whether or not outstanding. Except with respect to the Incentive Units, Management Incentive Units, UARs and Company

Warrants, there are no outstanding or authorized equity appreciation, phantom equity or similar rights with respect to the Company. There

are no voting trusts, proxies, member agreements or other agreements or understandings with respect to the voting of the Company’s

equity interests, other than the Company’s Organizational Documents, the Investors’ Rights Agreement, the ROFR/Co-Sale Agreement

and the Member Support Agreement. Except as set forth in the Organizational Documents of the Target Companies, the Investors’ Rights

Agreement and the ROFR/Co-Sale Agreement, there are no outstanding contractual obligations of the Target Companies to repurchase, redeem

or otherwise acquire any equity interests or securities of such Target Company, nor has any Target Company granted any registration rights

to any Person with respect to such Target Companies’ equity securities. All of the Target Companies’ securities have been

granted, offered, sold and issued in compliance with applicable securities Laws. Each Incentive Unit, Management Incentive Unit and UAR

was validly granted or issued and properly approved by the Company’s board of managers (or appropriate committee thereof) in accordance

with the terms of the Management Incentive Plan or the UAR Plan, as applicable. Each Incentive Unit and Management Incentive Unit was

granted with a threshold value, hurdle amount or similar economic threshold intended to be no less than the fair market value of the

equity capital of the Company on the date of grant, in each case as determined in accordance with the safe-harbor principles of Internal

Revenue Service Revenue Procedure 93-27 and Revenue Procedure 2001-43 (or any successor guidance thereto) for treatment as a “profits

interest” for U.S. federal income tax purposes. Each UAR has been granted and is administered in compliance with Section 409A of

the Code or an applicable exemption thereunder. To the Company’s Knowledge, each recipient of an Incentive Unit and/or Management

Incentive Unit timely filed an election under Section 83(b) of the Code.

as provided for in this Agreement or with respect to the Incentive Units,Management Incentive Units, UARs and Company Warrants, as a

result of the consummation of the Transactions, no equity interests, warrants, options or other securities of the Target Companies are

issuable and no rights in connection with any equity interests, warrants, options or other securities of the Target Companies accelerate

or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise).

Section 3.04 Subsidiaries.

Section 3.04 of the Company Disclosure Letter sets forth the names of the Company’s direct and indirect Subsidiaries, and

with respect to each Subsidiary (a) its jurisdiction of incorporation or organization, (b) all names other than its legal name under

which such Subsidiary does business, as applicable, (c) its authorized shares or other equity interests (if applicable) and (d) the number

of issued and outstanding shares or other equity interests of such Subsidiary 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, and, where such concepts

are applicable, fully paid and non-assessable, 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 imposed under such Subsidiaries’

Organizational Documents, applicable securities Laws, Permitted Liens or as set forth on Section 3.04 of the Company Disclosure

Letter.

Section 3.05 No

Conflict; Governmental Consents and Filings.

(a) Except as otherwise described in Section 3.05(a) of the Company Disclosure Letter, subject to the receipt of the Requisite

Member Approval and the consents, approvals, authorizations and other requirements set forth in Section 3.05(a) of the Company

Disclosure Letter, the execution, delivery and performance by the Company of this Agreement and the other Ancillary Documents to which

the Company is a party and the consummation by the Company of the Transactions does not and will not: (i) violate any provision of, or

result in the breach of, any applicable Law to which the Company is subject or by which any property or asset of any Target Company is

bound; (ii) conflict with or violate the Organizational Documents of any Target Company; (iii) violate any provision of or result in a

breach, default or acceleration of, require a consent under, or create any right to payment under any Company Material Contract or Material

Current Government Contract, or terminate or result in the termination of any Company Material Contract or Material Current Government

Contract, or result in the creation of any Lien (other than a Permitted Lien) under any Company Material Contract or Material Current

Government Contract upon any of the properties or assets of any Target Company, or constitute an event which, after notice or lapse of

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

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

items set forth in clauses (i), (iii) or (iv) would not, individually or in the aggregate, reasonably be expected

to prevent, materially delay or materially impair the ability of the Company to consummate the Transactions or reasonably be expected

to have a Company Material Adverse Effect.

(b) Assuming

the truth and completeness of the representations and warranties of the Purchaser contained in this Agreement, no consent, notice, approval

or authorization of, or designation, declaration or filing with, any Governmental Authority is required on the part of the Company with

respect to the Company’s execution, delivery or performance of this Agreement, any of the other Ancillary Documents to which it

is a party or the consummation by the Company of the Transactions, except for: (i) any consents, notices, approvals, authorizations,

designations, declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have

a Company Material Adverse Effect; (ii) compliance with any applicable requirements of the securities Laws; and (iii) as otherwise disclosed

on Section 3.05(b) of the Company Disclosure Letter.

Section 3.06 Financial

Statements.

(a) The

Company has provided to the Purchaser draft financial statements of the Target Companies, consisting of the draft balance sheet and the

related draft income statement of the Target Companies as of and for the fiscal year ended December 31, 2025 (the “Company Financials”).

The Company Financials were derived from the books and records of the Target Companies. The Company Financials are preliminary in nature

and are being provided solely for informational purposes; accordingly, the Company Financials may differ materially from the Audited

Financial Statements to be delivered pursuant to Section 7.04. No Target Company has ever been subject to the reporting requirements

of Sections 13(a) and 15(d) of the Exchange Act.

(b) The

Company Financials are draft financial statements that were not prepared in accordance with GAAP and are subject to revision. The Audited

Financial Statements and the Updated Interim Financial Statements to be delivered pursuant to Section 7.04 shall supersede the

Company Financials in all respects, and the representations and warranties set forth in this Section 3.06 (other than Section

3.06(a)) shall apply to such Audited Financial Statements and Updated Interim Financial Statements upon delivery thereof as set forth

in Section 7.04.

Target Companies have established and maintain a system of internal controls. Such internal controls are designed to provide reasonable

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

are recorded as necessary to permit preparation of future financial statements and to maintain accountability for each Target Company’s

assets.

(d) The

Company has not identified in writing and has not received written notice from an independent auditor of (x) any significant deficiency

or material weakness in the system of internal controls utilized by the Company (other than a significant deficiency or material weakness

that has been previously disclosed in writing to the Purchaser and is set forth on Section 3.06(d) of the Company Disclosure Letter),

(y) any material fraud that involves the Company’s management or other employees who have a significant role in the preparation

of financial statements or the internal controls over financial reporting utilized by the Company, or (z) any claim or allegation regarding

any of the foregoing.

(e) There

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

the Exchange Act) or director of the Company.

(f) The

Target Companies do not have any Indebtedness for borrowed money.

Section 3.07 Undisclosed

Liabilities. There is no liability, debt or obligation (absolute, accrued, contingent or otherwise) of any Target Company of

a type required to be reflected or reserved for on a balance sheet, except for liabilities, debts and obligations: (a) provided for in,

or otherwise reflected or reserved for on the Company Financials or disclosed in the notes thereto; (b) that have arisen since the date

of the most recent balance sheet included in the Company Financials in the ordinary course of the operation of business of the Target

Companies; (c) arising under this Agreement and/or incurred in connection with the Transactions; or (d) which would not, individually

or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Section 3.08 Absence

of Certain Changes. Except as set forth on Section 3.08 of the Company Disclosure Letter, and for activities conducted

in connection with this Agreement and the transactions contemplated hereby, since January 1, 2025 through the date of this Agreement,

(a) there has not been any Company Material Adverse Effect and (b) each Target Company (i) has conducted its business in the ordinary

course of business consistent with past practice and (ii) has not taken any action or committed or agreed to take any action that, if

taken after the date hereof, would be prohibited by Section 7.02(b).

Section 3.09

Compliance with Laws.

(a) Each

Target Company has, since its inception, complied with, and is not currently in violation of, any applicable Law with respect to the

conduct of its business, or the ownership or operation of its business, except for failures to comply or violations which, individually

or in the aggregate, have not been and are not reasonably likely to be material to the Target Companies, taken as a whole. No written

notice of non-compliance with any applicable Law has been received by any Target Company since its inception.

(b) Each

Target Company is in possession of all franchises, grants, authorizations, licenses, permits, consents, certificates, approvals and orders,

or other Consents from Governmental Authorities necessary to own, lease and operate the properties it purports to own, operate or lease

and to carry on its business as it is now being conducted, except where the failure to have such approvals would not, individually or

in the aggregate, reasonably be expected to be material to the Target Companies, taken as a whole.

Section 3.10 Government

Contracts.

(a) Section 3.10 of the Company Disclosure Letter sets forth a list of each Government Contract currently in effect or which

has not been closed out as of the date hereof that involves aggregate payments to the Target Companies that are reasonably expected to

be in excess of $250,000 (each, a “Material Current Government Contract”). Each Material Current Government Contract

was legally awarded to the Target Companies, as applicable. Except as would not reasonably be expected to be material to the Target Companies,

taken as a whole, all Material Current Government Contracts are legal, valid and binding obligations of the Target Companies party thereto

and are in full force and effect and enforceable against the Target Companies party thereto in accordance with their respective terms,

subject, in each case, to the Enforceability Exceptions.

(b) With

respect to each Material Current Government Contract (i) there are no audits (other than routine audits), completed or underway, by any

Governmental Authority that recommend that the Target Companies make any payments to a Governmental Authority, (ii) all representations

and certifications executed by the Target Companies pertaining to such Material Current Government Contract were complete and correct

in all material respects as of their effective date, (iii) the Target Companies have not submitted any certified cost or pricing data

that was not current, accurate or complete in all material respects as of the certification date in connection with any Material Current

Government Contract or Government Bid, (iv) there is no suspension, stop work order, cure notice, or show cause notice in effect for

any Material Current Government Contract, and (v) none of the Target Companies have been assessed any material penalties, credits or

other similar contractual offsets pursuant to any performance-based Material Current Government Contract that contains service level

arrangements. Since June 1, 2021, (A) none of the Target Companies’ Material Current Government Contracts has been terminated for

default, (B) the Target Companies have not received any written or, to the Company’s Knowledge, oral notice terminating any of

the Material Current Government Contracts for convenience or indicating an intention to terminate any of the Material Current Government

Contracts for convenience, and (C) no stop work order, show cause notices, or cure notices were issued to the Target Companies with respect

to any Material Current Government Contract.

Target Companies have complied in all material respects with all terms and conditions of each Government Contract, and have complied

in all material respects with the requirements of any Law pertaining to each Government Contract or Government Bid (or in any certificate,

statement, list, schedule or other document submitted or furnished in connection with the foregoing), including (as applicable) the Truthful

Cost or Pricing Data Act (formerly known as the Truth in Negotiations Act) of 1962, as amended, the Service Contract Act of 1963, as

amended, (the “Service Contract Act”), the Office of Federal Procurement Policy Act, as amended, the Federal Acquisition

Regulation (the “FAR”) and any applicable agency supplement thereto, the Cost Accounting Standards, the Criminal False

Statements Act, Civil False Claims Act, Laws relating to bribes, kickbacks, lobbying expenditures, political contributions and contingent

fee payments, and any other applicable procurement Law. Neither any Governmental Authority nor any prime contractor or higher-tier subcontractor

under a Material Current Government Contract, has notified the Target Companies in writing or, to the Company’s Knowledge, orally

of any actual or alleged material violation or breach of any term or condition of a Material Current Government Contract, or of any actual

or alleged violation of any Law applicable to a Material Current Government Contract.

(d) Since

June 1, 2021, there has been no (A) to the Company’s Knowledge, civil fraud or criminal investigation of the Target Companies by

any Governmental Authority, (B) indictment or information filed against any Target Company by any Governmental Authority, or (C) contracting

officer’s final decision or Legal Proceeding by which any Governmental Authority claims that any Target Company is liable to a

Governmental Authority.

(e) (A)

Neither the Target Companies, nor any “Principal” (as defined in FAR 52.209-5) of the Target Companies, has been suspended,

debarred, proposed for suspension or debarment or declared ineligible for the award of any Government Contract, or the subject of a finding

of noncompliance, non-responsibility or ineligibility for contracting with any Governmental Authority, and (B) since June 1, 2021, to

the Company’s Knowledge the Target Companies have conducted their operations in compliance in all material respects with applicable

requirements of Law pertaining to Material Current Government Contracts, and the Target Companies have not received any determination

of noncompliance (except for routine matters relating to routine audits all of which have been fully resolved), or entered into any consent

order.

(f) There

are (A) no outstanding claims against the Target Companies, either by a Governmental Authority or by any prime contractor or higher-tiered

subcontractor arising under or relating to any Material Current Government Contract or Government Bid, and (B) no outstanding disputes

between the Target Companies on the one hand, and any Governmental Authority on the other hand, under the Contract Disputes Act or any

other Federal statute or between the Target Companies on the one hand, and any prime contractor or higher-tiered subcontractor on the

other hand, arising under or relating to any such Material Current Government Contract or Government Bid. The Target Companies have no

interest in any pending or, to the Company’s Knowledge, any potential claim under the Contract Disputes Act against the U.S. Government

or any prime contractor, subcontractor or vendor arising under or relating to any Material Current Government Contract or Government

Bid; and no money due to the Target Companies pertaining to any such Material Current Government Contract has been withheld or set off

other than in accordance with the withholding provisions of any such Material Current Government Contract. The Target Companies have

no interest in any pending or, to the Company’s Knowledge, potential requests for equitable adjustment against a Governmental Authority

or against any prime contractor or subcontractor arising under any Material Current Government Contract, except for routine demands for

payment.

(g) With

respect to all Material Current Government Contracts identified or required to be identified in Section 3.10 of the Company Disclosure

Letter:

(i) the

Target Companies have not assigned, granted a security interest in, or otherwise conveyed or transferred to any Person any account receivable

or other right of the Company arising thereunder;

(ii) the

Target Companies are not subject to any forward pricing rate agreements in accordance with FAR Subpart 15.407-3 or Subpart 42.17; and,

(iii) the Target Companies are not using any Intellectual Property developed under any Material Current Government Contract for purposes

outside of the scope of such Material Current Government Contract without having validly obtained any necessary prior permission of the

Governmental Authority involved.

(iv) Since June 1, 2021, the Target Companies have not made any disclosure to a Governmental Authority, an Inspector General of an agency,

department or branch of the U.S. Government, or a Contracting Officer (as defined in FAR 2.101) in connection with the Target Companies’

performance of any Material Current Government Contract under FAR Subpart 3.1003 or FAR 52.203-13.

(h) The

Target Companies possess all facility security clearances and access authorizations necessary to perform the Material Current Government

Contracts and, to the Company’s Knowledge, the Company’s subcontractor(s) and independent contractor(s) under the Material

Current Government Contracts possess all necessary security clearances to perform such Material Current Government Contracts, and all

requisite security clearances and facility security clearances are valid and in full force and effect. The Target Companies are in compliance

in all applicable material respects with all national security obligations, including those specified in the National Industrial Security

Program Operating Manual, DOD 5220.22-M (February 28, 2006) and 32 CFR Part 117 and related security regulations. Since June 1, 2021,

neither the Defense Counterintelligence and Security Agency (“DCSA”) nor any other Governmental Authority has issued

any written adverse findings or determinations relating to the Target Companies with respect to the handling of classified or sensitive

information. Since June 1, 2021, the Target Companies’ facilities are, and at all times have been, operated in a manner that is

not less than “Satisfactory” in respect of the DCSA’s facility security clearance requirements. Without

limiting the foregoing, such Target Companies’ facilities have not received less than a “Satisfactory” rating from

the DCSA as the result of any DCSA facility security clearance review.

(i) The

Target Companies have not represented themselves as having 8(a), small business, small disadvantaged business, historically underutilized

business zone small business, women owned small business, veteran-owned small business or service-disabled veteran-owned small business

status and/or other preferential status (“Preferred Business Status”) in connection with any Material Current Government

Contracts listed in Section 3.10 of the Company Disclosure Letter or pending Government Bids. No pending Government Bid

is predicated on the Target Companies having Preferred Business Status.

(j) The

Target Companies have not performed any activities under any Material Current Government Contract that has created, or would create or

result in the Target Companies having, an Organizational Conflict of Interest (“OCI”) as defined in FAR subpart 9.5.

The Target Companies have not received written or, to the Company’s Knowledge, oral notice of an actual, apparent, or potential

OCI, and to the Company’s Knowledge there are no facts that could reasonably be expected to result in an OCI as a result of or

arising from execution of this Agreement.

(k) There

are no actions, irregularities, misstatements, or omissions relating to any Material Current Government Contract or Government Bid

that have led to (i) any administrative, civil, or criminal litigation, complaint, indictment or, to the Company’s Knowledge,

investigation of the Company or any of their Principals owners, officers, directors, employees, consultants, agents, or

representatives; (ii) the recoupment of any payments previously made to the Target Companies by a Governmental Authority (other than

routine reconciliations of payments); or (iii) the assessment of any penalties against the Target Companies, arising out of such

actions, irregularities, misstatements, or omissions. Since June 1, 2021, the Target Companies have not received any written

document requests, subpoenas, search warrants or civil investigative demands addressed to or requesting information involving the

Company or any of its Principals, owners, officers, directors, employees, affiliates, agents, or representatives in connection with

or related to any Material Current Government Contract or Government Bid.

(l) The

Target Companies have not received a written adverse or negative past performance evaluation or rating, including below “Satisfactory,”

with respect to any Material Current Government Contract since June 1, 2023.

(m) Except as otherwise described in Section 3.14(i)(a) of the Company Disclosure Letter, the Target Companies have not provided

technical data, Software, or Owned Intellectual Property to any Governmental Authority or other Person, in connection with a Material

Current Government Contract or Government Bid, in any manner that gives such Governmental Authority or other Person any rights in such

technical data, Software, or Owned Intellectual Property greater than or different from “restricted rights” or “limited

rights,” as such terms are defined in the FAR and applicable agency FAR supplements. In each case in which the Target Companies

have delivered or otherwise provided any technical data, computer Software, or Owned Intellectual Property to any Governmental Authority

or other Person in connection with any Material Current Government Contract or Government Bid, the Company marked such technical data,

Software, or Owned Intellectual Property with all markings and legends (including any “restricted rights” or “limited

rights” legend) necessary (under the FAR or other Laws) to preclude a Governmental Authority or other Person from acquiring any

government purpose or unlimited rights with respect to such technical data, Software or Owned Intellectual Property.

(n) Since

June 1, 2021, to the Company’s Knowledge, each Government Bid, including the Target Companies’ responses to requests for

information, requests for proposals, statements of work, and the Target Companies’ marketing materials, technical capability statements,

and all other written or electronic materials or information provided or made available by or on behalf of the Target Companies to any

Governmental Authority, including any prime or higher-tier contractor, or other Person in connection with any Government Bid, were,

as of the time made or submitted, true, complete and correct in all material respects and did not contain any untrue statement of a material

fact or omit to state a material fact, including, but not limited to, with regard to the Target Companies’ qualifications and the

qualifications of key personnel, employees, agents, and contractors.

Section 3.11 Company

Permits. Each Target Company holds all material Permits required to own, lease and operate its assets and properties, including

all material Permits required under Environmental Law (collectively, the “Company Permits”). Section 3.11 of

the Company Disclosure Letter sets forth a true, correct and complete list of all Company Permits held by the Target Companies. Each

Company Permit is in full force and effect and each Target Company has taken all actions necessary for the timely renewal of each Company

Permit. To the Company’s Knowledge, each Company Permit will, upon its termination or expiration, be timely renewed or reissued

upon terms and conditions substantially similar to its existing terms and conditions, and there are no Legal Proceedings pending or,

to the Knowledge of the Company, threatened that seek the revocation, cancellation, limitation, suspension, restriction, adverse modification

or termination of any Company Permit. No Target Company is in material default or violation of any Company Permit applicable to such

Target Company.

Section 3.12 Litigation.

Except as described on Section 3.12 of the Company Disclosure Letter, there are no (a) Legal Proceedings of any nature

currently pending or, to the Company’s Knowledge, threatened, against any Target Company or any of its properties or assets,

or any of the directors or officers of any Target Company with regard to their actions as such; (b) to the Knowledge of the Company,

pending or threatened audits, examinations or investigations by any Governmental Authority against any Target Company; (c) pending

or written threatened Legal Proceedings by any Target Company against any third party; (d) settlements or similar agreements that

impose any material ongoing obligations or restrictions on any Target Company; or (e) Orders imposed or, to the Knowledge of the

Company, threatened to be imposed upon any Target Company or any of their respective properties or assets, or any of the directors

or officers of any Target Company with regard to their actions as such.

Section 3.13 Material

Contracts.

(a) Section

3.13(a) of the Company Disclosure Letter sets forth a true, correct and complete list of all Contracts described in clauses (i)

through (xvii) below, other than the Company Benefit Plans, to which, as of the date of this Agreement, any Target Company is

a party or by which any Target Company, or any of its properties or assets, are bound or affected (each Contract required to be set forth

on Section 3.13(a) of the Company Disclosure Letter, a “Company Material Contract”). True, correct and complete

copies of the Company Material Contracts, including amendments thereto, have been delivered or made available to the Purchaser. The Company

Material Contracts include:

(i) each

Contract that contains covenants that limit the ability of any Target Company (or purports to bind any Affiliate thereof) (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) each

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

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

(iii) all

Contracts that involve any exchange-traded, over-the-counter or other swap, cap, floor, collar, futures contract, forward contract, option

or other derivative financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind

or nature whatsoever, whether tangible or intangible, including currencies, interest rates, foreign currency and indices;

(iv) all

Contracts that involve the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with an aggregate value

in excess of $250,000 (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;

(v) each

Contract for the acquisition of any Person or any business division thereof or the disposition of any material assets of any Target Company

(other than in the ordinary course of business), in each case whether by merger, purchase or sale of stock or assets or otherwise (other

than Contracts for the purchase or sale of inventory or supplies entered into in the ordinary course of business), occurring in the last

three (3) years and/or relating to pending or future acquisitions or dispositions, in each case involving aggregate payments in excess

of $250,000;

(vi) each

obligation to make payments in excess of $500,000, contingent or otherwise, arising out of the prior acquisition of the business, assets

or stock of other Persons;

(vii) each lease, rental agreement, installment or conditional sale agreement, or other Contract that, in each case, (A) provides for

the ownership of, leasing of, title to, use of, or any leasehold or other interest in any Personal Property and (B) involves aggregate

annual payments in excess of $50,000 for agreements related to real property and $750,000 for agreements related to Personal Property;

(viii) each

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

Companies under such Contract or Contracts of at least $500,000 per year or $2,500,000 in the aggregate;

(ix) all Contracts with any Top Customer or Top Supplier (other than purchase orders, invoices, statements of work and non-disclosure

or similar agreements entered into in the ordinary course of business consistent with past practice that do not contain any material terms

relating to the Contract underlying the applicable Top Customer or Top Supplier relationship);

(x) any

collective bargaining (or similar) agreement or Contract between any Target Company, on the one hand, and any labor union or other body

representing employees of such Target Company, on the other hand;

(xi) all Contracts that obligate the Target Companies to provide continuing indemnification or a guarantee of obligations of a third

party after the date hereof in excess of $500,000;

(xii) any Contract that is between any Target Company and any directors, officers or employees of a Target Company that provide for change

in control, retention or similar payments or benefits contingent upon, accelerated by or triggered by the consummation of the Transactions

(other than grant agreements under the Management Incentive Plan or the UAR Plan);

(xiii) any Contract that obligates the Target Companies to make any capital commitment or expenditure in excess of $500,000 (including

pursuant to any joint venture);

(xiv) all Contracts that relate to a material settlement entered into within three (3) years prior to the date of this Agreement or under

which any Target Company has outstanding obligations (other than customary confidentiality obligations) in excess of $500,000;

(xv) any

Contract (A) which contains any assignment or license of, or any covenant not to assert or enforce, any Owned Intellectual Property material

to the business of any Target Company; (B) pursuant to which any Owned Intellectual Property material to the business of any Target Company

is or was developed by, with or for any Target Company; (C) pursuant to which any Target Company is restricted in any material respect

from using any material Owned Intellectual Property or (D) pursuant to which any of the Target Companies either (1) grants to a third

Person (I) a license, immunity or other right in or to any Owned Intellectual Property material to the business of any Target Company

or (II) an exclusive license, immunity or other right in or to any Owned Intellectual Property, or (2) is granted by a third Person a

license, immunity or other right in or to any Intellectual Property or IT Assets material to the business of any Target Company, provided,

however, that none of the following shall be required to be set forth on Section 3.13(a)(xiv) of the Company Disclosure

Letter but shall constitute Company Material Contracts if they otherwise qualify: (w) non-exclusive licenses of Owned Intellectual Property

granted to suppliers, customers or end users in the ordinary course of business consistent with past practice; (x) licenses of Open Source

Software that will not require any Copyleft Action to be taken; (y) Contracts with respect to Off-the-Shelf Software; and (z) invention-assignment

and confidentiality agreements with employees and contractors on standard forms without material deviations or exceptions, entered into

in the ordinary course of business consistent with past practice, and made available to the Purchaser (collectively, the types of Contracts

referenced in clauses (w) through (z), the “Standard Contracts”);

(xvi) all Contracts involving transactions with an Affiliate of any Target Company (other than employment agreements, employee confidentiality

and invention-assignment agreements, equity or incentive equity documents and Organizational Documents); and

(xvii) each

Contract 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 were the registrant.

(xviii) all Contracts creating or otherwise relating to outstanding Indebtedness for borrowed money.

(b) Except

for any Company Material Contract that is terminated or expires following the date hereof in accordance with its terms, each Company

Material Contract is valid, binding and enforceable in all respects against the Target Company party thereto and, to the Knowledge of

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

Enforceability Exceptions). Except as would not reasonably be expected to be material to the Target Companies, taken as a whole, except

for any Company Material Contract that is terminated or expires following the date hereof in accordance with its terms, and except as

otherwise disclosed in Section 3.13(b) of the Company Disclosure Letter, with respect to each Company Material Contract: (i) no

Target Company is in breach of or default under, and no event has occurred that with the passage of time or giving of notice or both

would constitute a material breach of or default under by any Target Company, or permit termination or acceleration by the other party

thereto, such Company Material Contract; (ii) no party to any Company Material Contract has given any written notice of any such breach,

default or event described in clause (i); and (iii) no Target Company has received written or, to the Knowledge of the Company, oral

notice of an intention by any party to any such Company Material Contract that provides for a continuing obligation by any party thereto

to terminate such Company Material Contract or amend the terms thereof, other than modifications in the ordinary course of business that

do not adversely affect any Target Company in any material respect.

Section 3.14

Intellectual Property.

(a) Section

3.14(a) of the Company Disclosure Letter sets forth a true, accurate and complete list of all: (i) registered or issued

Intellectual Property and applications for registration of Intellectual Property, and (ii) material unregistered Intellectual

Property (including material Company Software), in each case of (i) and (ii), owned (whether exclusively, jointly with another

Person or otherwise) or licensed by a Target Company or otherwise used or held for use by a Target Company, or, as applicable, filed

by a Target Company, in which a Target Company has or purports to have an exclusive interest of any nature, 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 (collectively, the “Company Registered IP”). Each item of Company

Registered IP is subsisting, and to the Knowledge of the Company, valid and enforceable (subject to registration or issuance

requirements for enforcement), and has not (1) been adjudged by a court of competent jurisdiction to be invalid or unenforceable in

whole or in part, or (2) challenged in any interference, opposition, reissue, reexamination, revocation or equivalent proceeding,

and no such proceeding has been threatened in writing with respect to any such Company Registered IP. To the Knowledge of the

Company, all registration, maintenance and renewal fees in connection with such Company Registered IP are current and have been

paid, and all required documents, recordations and certificates in connection with all material Company Registered IP are current

and have been filed with the relevant patent, copyright, trademark or other authorities in the relevant jurisdictions, for the

purpose of prosecuting, maintaining and perfecting such Company Registered IP and recording the applicable Target Company’s

ownership interests therein.

(b)

Each Target Company is the sole and exclusive owner of each item of Owned Intellectual Property, free and clear of all Liens (other

than Permitted Liens or any Liens set forth on Section 3.14(b)(i) of the Company Disclosure Letter), or otherwise has valid and

enforceable rights to use, sell, license, transfer or assign, as currently used, sold, licensed, transferred or assigned in the business

of such Target Company, all Intellectual Property and IT Assets used in, licensed by, or necessary to conduct the business of, such Target

Company, in each case, free and clear of all Liens (other than Permitted Liens). Except as set forth on Section 3.14(b)(ii) of

the Company Disclosure Letter, there is no Intellectual Property owned by any third party that (i) is required by any of the Target Companies

to conduct its business as currently conducted and (ii) the Target Company is not currently authorized to use, or which Target Company

will not be authorized or permitted to use as a result of the execution, delivery, consummation, or performance of any of the transactions

contemplated by this Agreement.

Company IP Licenses grant each Target Company all rights and permissions reasonably necessary or useful to operate the businesses of

the Target Companies as currently conducted. Each Target Company has performed, in all material respects, 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 material breach or default thereunder, nor has any event occurred that with notice or lapse of time or

both would constitute a material default thereunder. The continued use by the Target Companies of the Company IP in the manner that it

is currently being used by the applicable Target Company is permitted by the applicable Company IP License governing such use. To the

Knowledge of the Company, there are no facts, circumstances, or information that would reasonably be expected to materially adversely

affect, limit, restrict, impair, or impede the ability of any of the Target Companies to use or practice the Company IP used in or necessary

for the conduct or operation of the business of any of the Target Companies upon the Closing in the same manner as currently used and

practiced by each Target Company. No Target Company is party to any Contract that requires a Target Company to assign to any Person any

or all of its rights in any Intellectual Property developed by a Target Company under such Contract.

(d) Each

Target Company has performed all material obligations imposed on it in each Company IP License under which a Target Company is the licensor

(each, an “Outbound IP License”), and such Target Company is not, nor, to the Knowledge of the Company, is any other

party thereto, in material breach or default thereunder, nor, to the Knowledge of the Company, has any event occurred that with notice

or lapse of time or both would constitute a material default thereunder.

(e) No

Legal Proceeding is pending or, to the Knowledge of the Company, threatened in writing (and no written claim has been received in

the past six (6) years) against a Target Company that challenges the validity, enforceability, scope, ownership, or right to use,

sell, license or sublicense, or that otherwise relates to, any Company IP, nor, to the Knowledge of the Company, is there any

reasonable basis for any such Legal Proceeding. In the past six (6) years, no Target Company has received any written, or to the

Knowledge of the Company, oral, notice or claim asserting that a Target Company, the operation of the business of any Target

Company, or the Company’s use of any Intellectual Property infringes, misappropriates, dilutes, or otherwise violates the

Intellectual Property of any Person, nor, to the Knowledge of the Company, is there a reasonable basis therefor. Except as set forth

on Section 3.14(e) of the Company Disclosure Letter, there are no pending or outstanding Orders that (i) materially restrict

the rights of a Target Company to use, transfer, license, register, or enforce any Owned Intellectual Property, or, to the Knowledge

of the Company, any other Company IP, (ii) restrict the conduct of the business of a Target Company as a result of restrictions

relating to a third Person’s Intellectual Property, or (iii) other than the Outbound IP Licenses, grant any third Person any

right with respect to any Owned Intellectual Property. Each Target Company, the operation of the business of each Target Company,

and the use of any Intellectual Property in connection therewith, is not currently infringing, misappropriating, or otherwise

violating, and has not in the past six (6) years infringed, misappropriated or violated any Intellectual Property of any other

Person, including rights of privacy, publicity and endorsement. To the Knowledge of the Company, in the past six (6) years, no third

party has infringed upon, misappropriated or otherwise violated any Company IP in any material respect.

(f) No current or former officers, employees, agents, consultants, or independent contractors of a Target Company has claimed or asserted

in writing any ownership interest in or to any Owned Intellectual Property. To the Knowledge of the Company, none of the employees of

any Target Company is obligated under any Contract, or subject to any Order, that would materially conflict with the business of any Target

Company as currently conducted with respect to the ownership, development, use or exploitation of any Owned Intellectual Property.

(g) Each

Target Company has taken commercially reasonable efforts and implemented security measures designed to maintain the security of all material

confidential Owned Intellectual Property, including measures designed to protect the secrecy and confidentiality and value thereof. All

Persons (including each past and present employee, agent, consultant and contractor who are or were privy to any Trade Secrets or who

have participated in or contributed to the creation or development of any material Owned Intellectual Property) in the course of their

employment or retention, have executed and delivered written agreements pursuant to which such Person has, respectively, agreed to hold

all Trade Secrets of the Target Company (or of another Person and held by the Target Company) in confidence both during and after such

Person’s employment or retention, as applicable, and all of such Person’s ownership interest in and to any material Owned

Intellectual Property created or developed for the Target Company in the course of such Person’s employment or retention thereby

has been irrevocably assigned (by a present tense assignment) to the Target Companies (or all such right, title, and interest has otherwise

vested in the Target Companies by operation of Law). To the Knowledge of the Company, no Person is in breach of any such agreement and

there is no uncured breach by any such Person with respect to their obligations under any such written agreement.

(h) No

Open Source Software is or has been included, incorporated or embedded in or linked to any Company Software in a manner that, as a

condition of or in connection with any use, modification, reproduction, or distribution of such Open Source Software (or any Company

Software or other Owned Intellectual Property that is used by, incorporated into or includes, relies on, is linked to, is derived

from, or is distributed with, such Open Source Software), requires any Target Company to: (i) disclose, make available, distribute,

license, offer, deliver, or otherwise make available to any Person (including the open source community) any source code or any

information regarding such Company Software or other Owned Intellectual Property; (ii) license or otherwise grant permission

regarding any such Company Software or other Owned Intellectual Property for making modifications thereto or derivative works

thereof; (iii) disclose, make available, distribute, license, offer, deliver, or otherwise make available to any Person any such

Company Software or other Owned Intellectual Property for no or nominal charge; (iv) grant a license, whether express, implied, by

virtue of estoppel or otherwise, to any third party under any Intellectual Property (including Patents) regarding any such Company

Software or other Owned Intellectual Property (whether alone or in combination with other hardware or Software); or (v) impose

restrictions on future patent licensing terms, assertion or enforcement of any Intellectual Property through any means (each of (i)

– (v), a “Copyleft Action”). No Person other than the Target Companies has an actual or contingent

right to access or possess (including pursuant to escrow), a copy in any form of any source code for any Company Software and all

such source code is in their sole possession and has been maintained as strictly confidential. Each Target Company is in compliance

in all material respects with the terms and conditions of all applicable licenses for all Open Source Software used in its

respective business, including notice and attribution obligations.

(i) Section

3.14(i)(a) of the Company Disclosure Letter sets forth each Contract with a Governmental Authority under which any Owned Intellectual

Property was developed or delivered and under which such Governmental Authority has obtained or may have obtained unlimited rights, march-in

rights, government-purpose rights, or other rights beyond minimum rights/limited rights (as such terms are used in the FAR or DFARS)

in any material Owned Intellectual Property to the Target Companies, taken as a whole. Except as disclosed on Section 3.14(i)(b)

of the Company Disclosure Letter, none of the rights granted or required to be granted to any Governmental Authority under any Contract

set forth (or required to be set forth) on Section 3.14(i)(a) of the Company Disclosure Letter, including any unlimited rights,

march-in rights, or government-purpose rights, adversely affect, limit, restrict, impair, or impede, in any material respect, the ability

of any Target Company to use, practice, exploit, license, transfer, or commercialize any Owned Intellectual Property developed or delivered

in connection with the performance of any such Contract. Except as disclosed on Section 3.14(i)(c) of the Company Disclosure Letter,

no government funding and no facility of a university, college, other educational institution, or similar institution, or research center

was used in the development of any item of Owned Intellectual Property or Intellectual Property exclusively licensed to any Target Company,

nor does any such Person have any rights, title, or interest in or to any item of Owned Intellectual Property or Intellectual Property

exclusively licensed to any Target Company.

(j) To the Knowledge of the Company (after reasonable inquiry of the Company’s information security personnel), in the past three

(3) years: (i) no Person has obtained unauthorized access to information and data (including personally identifiable information) in the

possession of a Target Company or in their control, or otherwise held or processed on their behalf, nor has there been any material loss

or damage, unauthorized disclosure or use, breach of security, or other material compromise of the security, confidentiality or integrity

of such information or data; and (ii) no Target Company has experienced any material information security incident that has compromised

the integrity or availability of the information technology, operational technology, or software applications the Target Companies own

or operate, or the information or data thereon. In the past three (3) years, no material complaint relating to an improper use or disclosure

of, or a breach in the security of, any such information or data has been received in writing by a Target Company nor has a Target Company

been required by applicable law, regulation, or contract to notify, any person or entity of any personal data or information security-related

incident. In the past three (3) years, each Target Company has complied in all material respects with all applicable Laws and Contract

requirements relating to privacy, personal data protection, cybersecurity and the collection, processing and use of personal information.

Each Target Company has implemented commercially reasonable security policies (a) regarding the collection, use, disclosure, retention,

processing, transfer, confidentiality, integrity, and availability of data (including personally identifiable information) and business

proprietary or sensitive information, in its possession or control, or held or processed on its behalf, and (b) regarding the integrity

and availability of the information technology, operational technology, and software applications the Target Company owns or operates.

(k) Except

as set forth on Section 3.14(k) of the Company Disclosure Letter, each Target Company is not obligated under any Contract to

make any payments by way of royalties, fees, or otherwise to any owner or licensor of, or other claimant to, any Intellectual

Property.

(l) To

the Knowledge of the Company, the IT Assets do not contain any malware, viruses, malicious code, “worms,” “Trojan horses,”

“back doors,” or other errors, vulnerabilities, or unauthorized tools or scripts that could reasonably be expected to (i)

adversely impact the confidentiality, integrity and availability of the IT Assets, or (ii) enable or assist any Person to access without

authorization, any IT Assets.

(m) Each Target Company owns, or has a valid right to access and use pursuant to a written agreement (which, for the avoidance of doubt,

shall include standard click-through agreements), all IT Assets owned, leased, licensed, or outsourced, or otherwise used or held for

use by or for such Target Company to process, store, maintain and operate data, information and functions that are material to and used

in connection with the business of the Target Companies as currently conducted. The IT Assets operate and perform as required by the Target

Companies for the operation of the business of the Target Companies and are reasonably sufficient for the current operation of the business

of the Target Companies. In the past six (6) years, there have been no failures, breakdowns, continued substandard performance or other

adverse events affecting any such IT Assets that have caused any substantial disruption or interruption in or to the use of such IT Assets

or the conduct of the business of the Target Companies. Each Target Company does not use, and has not in the past used, any AI/ML tools

in its business in a manner that would adversely affect such Target Company’s ownership or other rights therein.

(n) The execution, delivery, consummation, or performance of any of the transactions contemplated by this Agreement will not, with

or without notice or lapse of time, result in the material impairment, alteration, breach, default, modification, extinguishment, cancellation,

termination, suspension of, or acceleration of any material payments with respect to, or release of Company IP under any Company IP License

or any other Contract required to be set forth in Section 3.13 of the Company Disclosure Letter, or give any other Person the right

or option to cause or declare any of the foregoing (including a loss of, or Lien on, any Owned Intellectual Property). Following the Closing,

each Target 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 in substantially the same manner that the Target Companies would have been able to

exercise had the transactions contemplated by this Agreement not occurred, without any consent, notification, approval, waiver, or payment

or grant 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.

Section 3.15 Taxes

and Returns. Except in each case as set forth on Section 3.15 of the Company Disclosure Letter:

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

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

material respects, (ii) has timely paid, collected, withheld or remitted, or caused to be timely paid, collected, withheld or remitted,

all Income Taxes and other material Taxes required to be paid, collected, withheld or remitted by it, whether or not such Taxes are shown

as due and payable on any Tax Return, and (iii) has properly accrued, consistent with the past practices of the Company, all material

Taxes not yet due and payable for any taxable period or portion thereof ending on or before the Closing Date.

(b) There

is no Legal Proceeding 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 Tax or required to

file a Tax Return in that jurisdiction, and no Target Company has received any written notice from any Governmental Authority

asserting that it is or may be subject to Tax or required to file a Tax Return in any such jurisdiction.

are no audits, examinations, investigations or other proceedings pending against any Target Company in respect of any Tax, and the Target

Companies have not been notified in writing of any proposed Tax claims or assessments against any of them.

(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 requested or consented to any waivers or extensions of any applicable statute of limitations for the collection or

assessment of any Taxes, which waiver or extension (or request thereof) is outstanding or pending.

(f) No

Target Company (or Purchaser or Pubco as a result of directly or indirectly holding an equity interest in the Company following the Closing

Date) will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for

any taxable period (or portion thereof) beginning after the Closing Date, as a result of: (i) an installment sale or open-transaction

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

by reason of the application of Section 481 of the Code (or any analogous provision of state, local or foreign Law) or the use of an

improper method of accounting on or prior to the Closing Date; (iii) any prepaid amounts received or deferred revenue realized or received

on or prior to the Closing Date; (iv) any intercompany transaction described in Treasury Regulations under Section 1502 of the Code (or

any corresponding or similar provision of state, local or foreign Law) occurring on or prior to the Closing Date; or (v) any “closing

agreement” pursuant to Section 7121 of the Code or any similar agreement or arrangement with a Governmental Authority relating

to Taxes entered into on or prior to the Closing Date.

(g) No

Target Company has participated in or been a party to, any “reportable transaction,” as defined in Treasury Regulations Section

1.6011-4 (or any similar or corresponding provision of state, local or foreign Law).

(h) No Target Company has been a member of an affiliated, combined, consolidated, unitary or other group for Tax purposes (other than

a group the common parent of which is the Company). No Target Company has any Liability or potential Liability for the Taxes of another

Person (other than another Target Company) (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or

foreign Law), (ii) as a transferee or successor, or (iii) by Contract, indemnity or otherwise (excluding customary 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 agreements solely among the Target Companies and customary commercial agreements entered into in the ordinary course of business

the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including any 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

(or portion thereof) following the Closing Date.

(i) The

Company is, and has at all times since its formation been, classified as either an entity disregarded as separate from its owner or

a partnership for U.S. federal (and applicable state and local) income-tax purposes, and no election has been made or is pending to

treat the Company as a corporation for any such purpose. The U.S. federal income tax classification of each of the Company’s

Subsidiaries is as set forth on Section 3.15 of the Company Disclosure Letter.

(j) No

“section 197 intangible” (within the meaning of Section 197 of the Code) of any Target Company existing as of the end of

the day on the Closing Date will be excluded from the term “amortizable section 197 intangible” pursuant to Section 197(f)(9)

of the Code and Treasury Regulations Section 1.197-2(h).

(k) No

Target Company has ever owned (directly or indirectly) (i) any interest in a “controlled foreign corporation” (within the

meaning of Section 957 of the Code) or (ii) any interest in a “passive foreign investment company” (within the meaning of

Section 1297 of the Code).

(l) No

Target Company has a permanent establishment in any country other than its jurisdiction of formation, and has not engaged in a trade

or business in any country other than its jurisdiction of formation that subjected it to Tax in such country.

(m) No Target Company has knowingly taken any action, nor is aware of any fact or circumstance, that would reasonably be expected to

prevent the relevant portions of the Transactions from qualifying for their respective Intended Tax Treatments.

(n) To

the Knowledge of the Company, no Seller or Series B Investor (or any person or entity acting on behalf of a Seller or a Series B Investor)

has entered into any agreement or other arrangement that is or could reasonably be expected to be treated as (or pursuant to the terms

of any such agreement or other arrangement could reasonably be expected to result in), for U.S. federal income tax purposes, a sale or

exchange or other disposition of the Pubco Class A-1 Common Stock, Pubco Class A-2 Common Stock or Pubco Convertible Preferred Stock

after the Closing.

(o) Notwithstanding anything to the contrary herein, nothing in this Agreement shall be construed as a representation or warranty as

to (A) the existence, amount, expiration date, availability or limitations on any Tax attribute (including any net operating loss, capital

loss, Tax credit or Tax basis) of any Target Company in any taxable period (or portion thereof) beginning after the Closing Date, or (B)

the Tax consequences to the Purchaser, Pubco, Merger Sub, the Sellers, the holders of Series B Preferred Units, the holders of Company

Warrants, the PIPE Investors or any of their respective Affiliates of the consummation of the Transactions, including the Intended Tax

Treatments.

Section 3.16

Real Property.

(a) The

Target Companies do not own, and have never owned, any real property.

(b) Section

3.16(b) of the Company Disclosure Letter contains a true, correct and complete list as of the date of this Agreement of the addresses

of all premises currently leased or subleased or otherwise used or occupied by a Target Company for the operation of the business of

such 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”), and

the Company has made available to the Purchaser copies of all such Company Real Property Leases. To the Knowledge of the Company, (i)

each of the Target Companies has a good and valid leasehold or subleasehold interest in each relevant parcel under the Company Real Property

Leases, and (ii) the Company Real Property Leases are valid, binding and enforceable in accordance with their terms and are in full force

and effect, subject, in each case, to the Enforceability Exceptions. No Target Company has collaterally assigned or granted any security

interest in any Company Real Property Lease or any interest therein. No Target Company is in breach of or default under any Company Real

Property Lease, and, to the Knowledge of the Company, no event has occurred

and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in

such a breach or default. No Target Company has exercised, nor has any Target Company received written notice of any other party’s

exercise of, any termination rights with respect to any Company Real Property Lease.

Section 3.17 Personal

Property. The Target Companies own and have good and marketable title to, or a valid leasehold interest in or right to

use, their respective material tangible and intangible assets and Personal Property, free and clear of all Liens other than: (i) Permitted

Liens; and (ii) the rights of lessors under any leases. The material tangible and intangible assets and Personal Property of the Target

Companies: (A) constitute all of the assets, rights and properties that are necessary for 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 businesses of the Target

Companies as currently conducted; and (B) have been maintained in accordance with generally accepted industry practice, are in good working

order and condition, except for ordinary wear and tear and as would not, individually or in the aggregate, reasonably be expected to

be material to the business of the Target Companies, taken as a whole.

Section 3.18 Employee

Matters.

(a) The

Target Companies are not and have never been 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 such 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. In the past three (3) years, there has not

occurred or, to the Knowledge of the Company, been threatened any strike, slowdown, picketing, work stoppage or other similar labor activity

with respect to any such employees. Section 3.18(a) of the Company Disclosure Letter sets forth all unresolved labor controversies

(including unresolved grievances and age or other discrimination claims), if any, that are pending or, to the Knowledge of the Company,

threatened between the Target Companies and Persons employed by or providing services as independent contractors to the Target Companies.

(b) Except

as set forth on Section 3.18(b) of the Company Disclosure Letter, the Target Companies are and have been in compliance in all

material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, health

and safety and wages and hours, and other Laws relating to discrimination, disability, labor relations, hours of work, payment of wages

and overtime wages, pay equity, immigration, workers’ compensation, working conditions, employee scheduling, occupational safety

and health, family and medical leave, and employee terminations, and have not received written or, to the Knowledge of the Company, oral

notice that there is any pending Legal Proceeding involving unfair labor practices against the Target Companies. There are no material

Legal Proceedings pending or, to the Knowledge of the Company, threatened against the Target Companies 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.

the past three (3) years, the Target Companies have not engaged in layoffs, furloughs or employment terminations sufficient to trigger

application of the Workers’ Adjustment and Retraining Notification Act (the “WARN Act”) or any similar state

or local Law relating to group terminations. The Target Companies have not engaged in layoffs or furloughs or effected any broad-based

salary or other compensation or benefits reductions, in each case, whether temporary or permanent, in the three (3) years prior to the

date of this Agreement.

(d) In the past three (3) years, (i) no allegations of sexual harassment or sexual misconduct have been made in writing, or, to the

Knowledge of the Company, threatened to be made against or involving any current or former officer, director or other employee at the

level of Vice President or above by any current or former officer, employee or individual service provider of the Target Companies, and

(ii) the Target Companies have not entered into any settlement agreements resolving, in whole or in part, allegations of sexual harassment

or sexual misconduct by any current or former officer, director or other key employee.

Section 3.19 Benefit

Plans.

(a) Set

forth on Section 3.19(a) of the Company Disclosure Letter is a true and complete list of each material Company Benefit Plan,

including the Management Incentive Plan and the UAR Plan and the form of grant agreements thereunder. With respect to each Company

Benefit Plan, all contributions that are due have been made or, to the extent not yet due, are properly accrued in accordance with

GAAP on the Company Financials.

(b) Each

Company Benefit Plan is and has been operated, administered, maintained and funded at all times in compliance with its terms and all

applicable Laws in all material respects, including ERISA and the Code. Each Company Benefit Plan which is intended to be

“qualified” within the meaning of Section 401(a) of the Code (i) has received a favorable determination letter from the

IRS to be so qualified (or is based on a prototype plan which has received a favorable opinion letter upon which the Target Company

is entitled to rely) or (ii) the Target Company has requested an initial favorable IRS determination of qualification and/or

exemption within the period permitted by applicable Law. To the Company’s Knowledge, no event has occurred or circumstance

exists which could reasonably be expected to adversely affect the qualified status of such Company Benefit Plans or the exempt

status of such trusts.

respect to each Company Benefit Plan required to be listed on Section 3.19(a) of the Company Disclosure Letter, the Company has

provided to the Purchaser accurate and complete copies, if applicable, of: (i) all Company Benefit Plans (including any amendments, modifications

or supplements thereto); (ii) the most recent summary plan descriptions and material modifications thereto; (iii) the most recent Form

5500, if applicable, and annual report, including all schedules thereto; (iv) the most recent determination letter (or opinion letter)

received from the IRS, if any; and (v) all material non-routine communications with any Governmental Authority within the last three

(3) years.

(d) With

respect to each Company Benefit Plan: (i) no Legal Proceeding is pending or, to the Company’s Knowledge, threatened (other than

routine claims for benefits arising in the ordinary course of administration and administrative appeals of denied claims); (ii) no prohibited

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

a statutory or administrative exemption; and (iii) all contributions and premiums that are due prior to the date hereof have been made

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

with GAAP.

(e) Neither

any Target Company nor any ERISA Affiliate currently maintains, or within the preceding six (6) years has maintained or contributed to,

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

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

or is otherwise subject to Title IV of ERISA or Section 412 of the Code, and the Target Companies have not 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.

(f) Except

as set forth on Section 3.19(f) of the Company Disclosure Letter, the consummation of the transactions contemplated hereby will

not, either alone or in combination with another event, (i) entitle any current or former employee, officer or other service provider

of the Target Companies to any compensation payable by the Target Companies, (ii) accelerate the time of payment, funding or vesting,

or increase the amount of compensation due to any such employee, officer or other individual service provider by the Target Companies,

(iii) directly or indirectly cause the Target Companies to transfer or set aside any assets to fund any material benefits under any Company

Benefit Plan, or (iv) otherwise give rise to any material liability under any Company Benefit Plan. The consummation of the transactions

contemplated hereby will not, either alone or in combination with another event, result in any “excess parachute payment”

under Section 280G of the Code. No Company Benefit Plan provides for a Tax gross-up, make-whole or similar payment with respect to the

Taxes imposed under Sections 409A or 4999 of the Code.

(g) Except

to the extent required by Section 4980B of the Code or similar state Law, the Target Companies do not provide health or welfare benefits

to any former or retired employee and are not obligated to provide such benefits to any active employee following such employee’s

retirement or other termination of employment.

(h) Except

as would not, individually or in the aggregate, reasonably be expected to be material to the Target Companies, taken as a whole, each

Company Benefit Plan that is subject to Section 409A of the Code has been administered in compliance, and is in documentary compliance,

in all material respects with the applicable provisions of Section 409A of the Code, the regulations thereunder and other official guidance

issued thereunder. Each award of Incentive Units, Management Incentive Units and UARs has been granted and administered in compliance,

in all material respects, with the applicable plan or agreement, applicable Law and, with respect to UARs, Section 409A of the Code or

the applicable exemption thereunder.

(i) Each

Company Benefit Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without material

Liability to the Target Companies, the Purchaser or any of their Affiliates, other than ordinary administration expenses typically incurred

in a termination event.

Section 3.20

Environmental Matters. Except as set forth in Section 3.20 of the Company Disclosure Letter:

(a)

Each Target Company is, and for the last three years has been, in compliance in all material respects with all applicable Environmental

Laws;

(b) No

material Legal Proceeding is pending or, to the Company’s Knowledge, threatened with respect to the Target Companies’ compliance

with or liability under Environmental Laws, and, to the Knowledge of the Company, there are no facts or circumstances that could reasonably

be expected to form the basis of such a material Legal Proceeding;

Target Company is the subject of any outstanding Order of any Governmental Authority relating to (i) any material non-compliance by such

Target Company with Environmental Laws, (ii) any Remedial Legal Proceeding, or (iii) the Release or threatened Release of a Hazardous

Substances;

(d) To

the Knowledge of the Company, there has been no material Release of any Hazardous Substances (i) at, in, on, from or under any property

underlying Company Real Property Leases or otherwise in connection with the Target Companies respective operations, (ii) at, in, on,

from or under any property formerly owned, leased or operated by any Target Company during the time that such Target Company owned, operated

or leased such property, or (iii) at any other location where Hazardous Substances generated by the Target Companies have been transported

to, sent, placed or disposed of, in each case in a quantity or manner requiring reporting, investigation, remediation, monitoring or

other Remedial Legal Proceeding pursuant to applicable Environmental Laws;

(e) The

Target Companies have not received any orders, claims, demands, requests for information or notices of violation or investigation of

the business, operations or currently or formerly owned, operated or leased property of any Target Company that could lead to the imposition

of any material Liens (other than Permitted Liens) under any Environmental Law or material Environmental Liabilities;

(f) No

Target Company has disposed of or Released any Hazardous Substances at, on, from or under any facility currently or formerly owned, leased

or operated by any of the Target Companies or any third-party site, in each case in a manner that would be reasonably likely to give

rise to any material Environmental Liabilities of the Target;

(g) The

Company has provided to the Purchaser all material written environmental reports, audits, assessments, liability analyses, memoranda

and studies in the possession of, or conducted by, the Target Companies with respect to compliance or liabilities under Environmental

Law, including all Phase I environmental site assessments; and

(h) No

Target Company has agreed to assume by contract or otherwise any Environmental Liability of any other Person.

Section 3.21 Transactions

with Related Persons. Except as set forth on Section 3.21 of the Company Disclosure Letter, and except for any employment

Contract or Company Benefit Plan in the case of any employee, officer or director made in the ordinary course of business consistent

with past practice, no Target Company is a party to any transaction or Contract with any (a) present or former executive officer or director

of any of the Target Companies, (b) beneficial owner (within the meaning of Section 13(d) of the Exchange Act) of 5% or more of the capital

stock or equity interests of any of the Target Companies, or (c) any Affiliate, “associate” or any member of the “immediate

family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing; provided

that, in each case of the foregoing, excluding any transaction or Contract between or among the Company’s Subsidiaries or between

or among the Company and any of its Subsidiaries. To the Knowledge of the Company, no Related Person or any Affiliate of a Related Person

has, directly or indirectly, a material economic interest in any Contract with any of the Target Companies (other than such Contracts

that relate to any such Person’s ownership of the Company Units or other equity interests of any Target Company as set forth on

Section 3.03(a) of the Company Disclosure Letter or such Person’s employment or consulting arrangements with the Target

Companies).

Section 3.22 Insurance.

(a)

Section 3.22(a) of the Company Disclosure Letter contains a list of, as of the date hereof, all material policies or binders

of property, fire and casualty, product liability, workers’ compensation, and other forms of insurance held by, or for the benefit

of, the business of any Target Company (excluding Company Benefit Plans) (by policy number, insurer, coverage period, coverage amount,

annual premium and type of policy). As of the date hereof, all premiums due and payable under all such insurance policies have been paid

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

legal, valid and binding, and is enforceable and in full force and effect, subject, in each case, to the Enforceability Exceptions. No

Target Company has any self-insurance or co-insurance programs. In the past three (3) years, no Target Company has received any written

notice from, or on behalf of, any insurance carrier relating to or involving any adverse material change, notice of cancellation or termination,

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) Section

3.22(b) of the Company Disclosure Letter identifies each individual insurance claim in excess of $500,000 made by a Target Company

in the past three (3) years. Each Target Company has reported to its insurers all claims and pending circumstances that would reasonably

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

Target Companies, taken as a whole. To the Knowledge of the Company, no event has occurred, and no condition or circumstance exists,

that would reasonably be expected to (with or without notice or lapse of time) give rise to or serve as a basis for the denial of any

such insurance claim. No Target Company has made any claim against an insurance policy as to which the insurer has denied coverage.

Section 3.23 Top

Customers and Suppliers.

(a) Section

3.23(a) of the Company Disclosure Letter lists as of the date of this Agreement, by aggregate dollar value of the Target Companies’

business’ transaction volume with such counterparty, as applicable, for each of (i) the twelve (12) months ended on December 31,

2025 and (ii) the twelve (12) months ended on December 31, 2024, the five (5) largest customers of the Target Companies, taken as a whole

(each, a “Top Customer” and collectively, the “Top Customers”). To the Knowledge of the Company,

as of the date hereof, no such Top Customer has provided written notice to the Target Companies (i) of its intention to cancel or otherwise

terminate, or materially reduce, its relationship with the Target Companies, taken as a whole, or (ii) that any Target Company is in

material breach of the terms of any Contract to which it is a party with such Top Customer.

(b) Section

3.23(b) of the Company Disclosure Letter lists as of the date of this Agreement, by aggregate dollar value of the Target Companies’

business’ transaction volume with such counterparty, as applicable, for each of (i) the twelve (12) months ended on December 31,

2025 and (ii) the twelve (12) months ended on December 31, 2024, the ten (10) largest suppliers or manufacturers of goods or services

to the Target Companies, taken as a whole (each, a “Top Supplier” and collectively, the “Top Suppliers”).

To the Knowledge of the Company, as of the date hereof, no such Top Supplier has provided written notice to the Target Companies (i)

of its intention to cancel or otherwise terminate, or materially reduce, its relationship with the Target Companies, taken as a whole,

or (ii) that any Target Company is in material breach of the terms of any Contract to which it is a party with such Top Supplier.

as set forth on Section 3.23(a) of the Company Disclosure Letter and Section 3.23(b) of the Company Disclosure Letter,

none of the Top Customers or Top Suppliers has, as of the date of this Agreement, notified any Target Company in writing that it is in

a material dispute with the Target Companies or their respective businesses.

Section 3.24 Certain

Business Practices.

(a) To the

Company’s Knowledge, no Target Company, nor any of their respective Representatives acting on their behalf, has offered, given,

paid, promised to pay, or authorized the payment of anything of value to (i) an official or employee of a foreign or domestic Governmental

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

foreign or domestic political office, in any such case under circumstances where such Target Company or Representative thereof knew that

all or a portion of such thing of value would be offered, given or promised to an official or employee of a foreign or domestic Governmental

Authority, a foreign or domestic political party, an official of a foreign or domestic political party, or a candidate for a foreign

or domestic political office (in each case in violation of any Anti-Bribery Law). To the Company’s Knowledge, no Target Company

nor any Representative of any Target Company has conducted or initiated any internal investigation or made a voluntary, directed or involuntary

disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance with

any Anti-Bribery Law. To the Company’s Knowledge, no Target Company nor any Representative of any Target Company has received any

written notice, request or citation from any Governmental Authority for any actual or potential noncompliance with any Anti-Bribery Law.

Each Target Company has instituted and maintains policies and procedures reasonably designed to ensure compliance in all material respects

with the Anti-Bribery Laws.

(b) The operations of each Target Company are and, since April 24, 2019, have been conducted at all times in compliance with Export

Controls and Sanctions, and 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 Legal Proceeding involving

a Target Company with respect to any of the foregoing is pending or, to the Knowledge of the Company, threatened.

Company, nor any of its directors or officers, nor, to the Knowledge of the Company, any other Representative acting on behalf of a Target

Company, is or, since April 24, 2019, has been: (i) identified on any applicable Export Controls and Sanctions-related list of designated

or blocked persons (including without limitation the SDN List); (ii) otherwise the subject or target of any U.S. Export Controls and

Sanctions by the U.S. government; (iii) located, organized or resident in a Sanctioned Jurisdiction; or (iv) owned, directly or indirectly,

individually or in the aggregate, fifty percent (50%) or more or otherwise controlled by any of the foregoing.

(d) The Target

Companies have, since April 24, 2019, maintained in place and implemented controls and systems reasonably designed to ensure compliance

with Export Controls and Sanctions.

(e) No Target

Company has, since April 24, 2019, directly or indirectly, knowingly 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 a Sanctioned Jurisdiction

or for the purpose of financing the activities of any Person currently the subject or target of Export Controls and Sanctions, or in

any other manner that would constitute a violation of, any Export Controls and Sanctions.

(f) Except

as set forth on Section 3.24(f) of the Company Disclosure Letter, to the Knowledge of the Company, no Foreign Person has been

granted any DPA Triggering Rights with respect to any Target Company that, taken together with all other DPA Triggering Rights of Foreign

Persons with respect to the Target Companies, would render the Transactions or the post-Closing operations of the Target Companies a

“covered transaction” subject to mandatory filing requirements under the DPA, and Section 3.24(f) of the Company Disclosure

Letter sets forth all such existing DPA Triggering Rights of Foreign Persons with respect to the Target Companies known to the Company,

including those granted in compliance with the Company’s Organizational Documents, the Investors’ Rights Agreement and applicable

Law.

Section 3.25 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 of 1940, as amended.

Section 3.26 Finders

and Brokers. Except as reflected on Section 3.26 of the Company Disclosure Letter, no broker, finder, investment banker

or other Person is entitled to, nor will be entitled to, either directly or indirectly, any brokerage fee, finder’s fee or other

similar commission, for which any Target Company would be liable in connection with the Transactions based upon arrangements made by

any Target Company or any of their Affiliates.

Section 3.27 Independent

Investigation. The Target Companies have conducted their own independent investigation, review and analysis of the business,

results of operations, prospects, condition (financial or otherwise) and assets of the Purchaser Parties, and the Company acknowledges

that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and

data of the Purchaser Parties for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this

Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations

and warranties of the Purchaser Parties set forth in this Agreement (including the related portions of the Purchaser Disclosure Letter)

and in any certificate delivered to the Company pursuant hereto; and (b) none of the Purchaser Parties nor any of their respective Representatives

has made any representation or warranty as to the Purchaser Parties or this Agreement, except as expressly set forth in this Agreement

(including the related portions of the Purchaser Disclosure Letter) or in any certificate delivered to the Company pursuant hereto.

Section 3.28 Information

Supplied. None of the information supplied or to be supplied by the Target Companies expressly for inclusion or incorporation

by reference in (i) 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, or in the Proxy Statement/Registration Statement, or (ii) any of the Signing Press Release, the Signing Filing, the Closing

Press Release, the Closing Filing and any other press releases or prospectus filed under Rule 425 of the Securities Act in connection

with the transactions contemplated by this Agreement or any Ancillary Documents shall 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 at (a) the time such information is filed with or furnished to the SEC (provided,

that if such information is revised by any subsequently filed amendment or supplement, this clause (a) shall solely refer to the time

of such subsequent revision); (b) the time the Proxy Statement/Registration Statement is declared effective by the SEC; (c) the time

the Proxy Statement/Registration Statement (or any amendment thereof or supplement thereto) is first mailed to the Purchaser Shareholders;

or (d) the time of the Purchaser Shareholders’ Meeting. Notwithstanding the foregoing, the Target Companies make no representation,

warranty or covenant with respect to any information supplied by or on behalf of the Purchaser or its respective Affiliates.

Section 3.29 No

Additional Representations or Warranties. Except as provided in this Article III, in the Ancillary Documents to which

any of the Target Companies is a party, or any certificate delivered by the Company pursuant hereto or thereto, none of the Target Companies,

nor any of their respective Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners,

members or representatives, has made, or is making, any representation or warranty whatsoever to the Purchaser Parties or their respective

Affiliates and no such Person shall have or be deemed to have any Liability in respect of the accuracy or completeness of any information

(including any forecast, projection, business plan, model, estimate, budget or forward-looking statement) furnished or made available

to the Purchaser Parties or their respective Affiliates, except, in each case, in the case of fraud. Without limiting the foregoing,

the Purchaser Parties acknowledge that they have made their own investigation of the Target Companies and, except as provided in this

Article III, in the Ancillary Documents to which a Target Company is a party or in any certificate delivered by a Target Company

pursuant hereto or thereto, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability

or fitness for a particular purpose or trade as to any of the assets of any Target Company, the prospects (financial or otherwise) or

the viability or likelihood of success of the business of any Target Company as conducted after the Closing, as contained in any materials

provided by any Target Company or any of its Affiliates or any of their respective directors, officers, employees, equityholders, partners,

members or representatives or otherwise. Nothing in this Section 3.29 shall (and is not intended to) limit, modify, impair or

waive any of the express representations, warranties, covenants or agreements of the Target Companies set forth in this Agreement or

any Ancillary Document, or any rights, claims or remedies of the Purchaser or the other Purchaser Parties in respect of any breach thereof

or for fraud.

Article

Representations and Warranties of PubCo

Pubco represents and warrants

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

Section 4.01 Organization

and Standing. Pubco is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of

Delaware. Pubco has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business

as currently conducted, which consists solely of activities related to its incorporation, the negotiation, execution and performance

of this Agreement and the Ancillary Documents, the preparation of the Proxy Statement/Registration Statement and other filings or registrations

made with any Governmental Authority or stock exchange in connection with the Transactions, the registration and listing of the Pubco

Class A-1 Common Stock and the Pubco Warrants on Nasdaq, and any other activities directly incidental to the foregoing. Pubco has made

available to the Company accurate and complete copies of its Organizational Documents as currently in effect. Pubco is not in violation

of any provision of its Organizational Documents in any material respect.

Section 4.02 Authorization;

Binding Agreement. Pubco has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary

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

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

of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of Pubco and, to

the extent required, by the sole stockholder of Pubco, and no other corporate proceedings on the part of Pubco 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 Pubco is a party shall be when delivered, duly and

validly executed and delivered by Pubco 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 Pubco, enforceable against Pubco in accordance with its terms, subject to the Enforceability Exceptions.

Section 4.03 No

Prior Operations; Subsidiaries. Pubco was formed solely for the purpose of consummating the Transactions and engaging in the

activities contemplated by this Agreement and the Ancillary Documents, and, except for activities related to its incorporation, the negotiation,

execution and performance of this Agreement and the Ancillary Documents, the preparation of the Proxy Statement/Registration Statement

and other filings or registrations made with any Governmental Authority or stock exchange in connection with the Transactions, the registration

and listing of the Pubco Class A-1 Common Stock and the Pubco Warrants on Nasdaq, and any other activities directly incidental to the

foregoing, Pubco has not conducted, and is not conducting, any business and has not engaged, and is not engaging, in any operations.

Pubco has no Subsidiaries (and does not own, directly or indirectly, any equity interests in any Person) other than (i) prior to the

Merger Effective Time, Merger Sub, and (ii) from and after the Merger Effective Time, Purchaser as the surviving corporation of the Merger.

Section 4.04 Capitalization.

(a) As of the date of

this Agreement, the authorized capital stock of Pubco consists of 5,000 shares of common stock, par value $0.01 per share. As of the

date of this Agreement, 100 shares of common stock are issued and outstanding (all of which are held by the Purchaser), and no other

shares of capital stock of Pubco are issued or outstanding. All issued and outstanding shares of capital stock of Pubco (A) have been

duly authorized and validly issued and are fully paid and non-assessable, (B) have been issued in compliance in all material respects

with applicable securities Laws and Pubco’s Organizational Documents and (C) 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 DGCL, Pubco’s

Organizational Documents or any Contract to which Pubco is a party (other than transfer restrictions and similar arrangements set forth

in this Agreement or the Ancillary Documents). Other than as expressly contemplated by this Agreement, the Ancillary Documents and the

Transactions, there are no outstanding (1) options, warrants, calls, rights, convertible or exchangeable securities, “phantom”

share rights, share appreciation rights, share-based performance units, commitments, Contracts, arrangements or undertakings of any kind

to which Pubco is a party or by which it is bound obligating Pubco to issue, deliver or sell, or cause to be issued, delivered or sold,

additional shares of Pubco capital stock, warrants, voting securities or securities convertible into or exchangeable for any equity interests

of Pubco, or (2) Contracts, arrangements or undertakings of any kind to which Pubco is a party or by which it is bound obligating Pubco

to issue, grant or extend any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking. Pubco has

no stockholders agreements, voting trusts, registration rights, redemption rights, repurchase obligations or anti-dilution rights, in

each case other than as expressly contemplated by this Agreement and the Ancillary Documents.

(b) The shares of Pubco

Class A-1 Common Stock, Pubco Class A-2 Common Stock, Pubco Class B-1 Common Stock, Pubco Class B-2 Common Stock and Pubco Convertible

Preferred Stock to be issued by Pubco pursuant to the Transactions (including the Merger, the Seller Contributions, the Preferred Contributions,

the Seller Class B Subscription Agreement and the PIPE Subscription Agreements) and the Pubco Warrants to be issued by Pubco pursuant

to the Warrant Assumption Agreement, in each case when issued in accordance with the terms of this Agreement, the Pubco Charter, the

Pubco Bylaws and the applicable Ancillary Documents, will be (A) duly authorized and validly issued, fully paid and non-assessable (and,

in the case of the Pubco Warrants, will, when exercised in accordance with the Warrant Agreement and the Warrant Assumption Agreement,

entitle the holders thereof to acquire validly issued, fully paid and non-assessable shares of Pubco Class A-1 Common Stock), (B) issued

in compliance in all material respects with applicable securities Laws and the Pubco Charter and the Pubco Bylaws and (C) free and clear

of all Liens (other than Liens arising under the Pubco Charter, the Pubco Bylaws, the A&R Registration Rights Agreement, the Sponsor

Lock-Up Agreement, the Seller Lock-Up Agreement or any other Ancillary Document, and restrictions on transfer under applicable securities

Laws).

Section 4.05 Governmental

Approvals. Assuming the truth and completeness of the representations and warranties of the Company contained in this Agreement,

no Consent of or with any Governmental Authority, on the part of Pubco is required to be obtained or made in connection with the execution,

delivery or performance by Pubco of this Agreement and each Ancillary Document to which it is a party or the consummation by Pubco of

the transactions contemplated hereby and thereby, other than (i) such filings as contemplated by this Agreement, (ii) any filings required

with Nasdaq or the SEC with respect to the transactions contemplated by this Agreement, including the filing of the Proxy Statement/Registration

Statement and any amendments or supplements thereto, (iii) the filing of the Pubco Charter with the Secretary of State of the State of

Delaware, (iv) 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, (v) any filings or notifications required under any applicable Antitrust Laws or any

required filings or approvals under the Defense Production Act of 1950, as amended (including Section 721 thereof), or any foreign investment,

national security, sensitive technology or Export Controls and Sanctions, and (vi) where the failure to obtain or make such Consents

or to make such filings or notifications would not reasonably be expected to have a Purchaser Material Adverse Effect. Assuming the truth

and completeness of the representations and warranties of the Company contained in this Agreement, the execution and delivery by Pubco

of this Agreement and each Ancillary Document to which it is a party, the consummation by Pubco of the transactions contemplated hereby

and thereby, and compliance by Pubco with any of the provisions hereof and thereof, do not and will not (A) conflict with or violate

any provision of Pubco’s Organizational Documents, (B) subject to obtaining the Consents from Governmental Authorities referred

to in the preceding sentence 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 Pubco or any of its properties or assets,

or (C) violate, conflict with, or result in a breach or default under any Contract to which Pubco is a party, except, in the case of

clauses (B) and (C), for any deviations that would not reasonably be expected to have a Purchaser Material Adverse Effect.

Section 4.06 No

Liabilities; No Distributions. Other than Liabilities incurred in connection with its incorporation and the performance of

this Agreement and the Ancillary Documents, Pubco has no Liabilities (whether direct or indirect, absolute or contingent, accrued or

unaccrued, known or unknown, liquidated or unliquidated, or due or to become due). Pubco has not declared or paid any distribution or

dividend in respect of its capital stock and has not repurchased, redeemed or otherwise acquired any of its capital stock, and the board

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

Section 4.07 No

Additional Representations or Warranties. Except as provided in this Article IV, in the Ancillary Documents to which Pubco

is a party, or in any certificate delivered by Pubco pursuant hereto or thereto, neither Pubco nor any of its Affiliates, nor any of

their respective directors, managers, officers, employees, stockholders, shareholders, partners, members or representatives, has made,

or is making, any representation or warranty whatsoever to the Target Companies or their Affiliates, and no such Person shall have or

be deemed to have any Liability in respect of the accuracy or completeness of any information (including any forecast, projection, business

plan, model, estimate, budget or forward-looking statement) furnished or made available to the Target Companies or their Affiliates,

except, in each case, in the case of fraud. Without limiting the foregoing, the Target Companies acknowledge that they have made their

own investigation of Pubco and, except as provided in this Article IV, in the Ancillary Documents to which Pubco is a party, or

in any certificate delivered by Pubco pursuant hereto or thereto, are not relying on any representation or warranty whatsoever as to

the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Pubco, the prospects

(financial or otherwise) or the viability or likelihood of success of the business of Pubco as conducted after the Closing, as contained

in any materials provided by Pubco or any of its Affiliates or any of their respective directors, officers, employees, shareholders,

partners, members or representatives or otherwise. Nothing in this Section shall (and is not intended to) limit, modify, impair or waive

any of the express representations, warranties, covenants or agreements of Pubco set forth in this Agreement or any Ancillary Document,

or any rights, claims or remedies of the Company or the other Target Companies in respect of any breach thereof or for fraud.

Article

Representations and Warranties of Merger Sub

Merger Sub represents and

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

Section 5.01 Organization

and Standing. Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the State

of Delaware. Merger Sub has the requisite corporate power and authority to own, lease and operate its properties and to carry on its

business as currently conducted, which consists solely of activities related to its incorporation, the negotiation, execution and performance

of this Agreement and the Ancillary Documents to which it is a party, the consummation of the Merger and any other activities directly

incidental to the foregoing. Merger Sub has made available to the Company accurate and complete copies of its Organizational Documents

as currently in effect. Merger Sub is not in violation of any provision of its Organizational Documents in any material respect.

Section 5.02 Authorization;

Binding Agreement. 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 obligations hereunder and thereunder and to consummate the transactions contemplated

hereby and thereby (including the Merger). 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 (including the Merger) have been duly and validly

authorized by the board of directors of Merger Sub and by Pubco, as the sole stockholder of Merger Sub, and no other corporate proceedings

on the part of 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 (including the Merger). This Agreement has been, and

each Ancillary Document to which Merger Sub is a party shall be when delivered, duly and validly executed and delivered by 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 Merger Sub, enforceable against Merger

Sub in accordance with its terms, subject to the Enforceability Exceptions.

Section 5.03 No

Prior Operations; Subsidiaries. Merger Sub was formed solely for the purpose of consummating the Merger and the other Transactions

and engaging in the activities contemplated by this Agreement and the Ancillary Documents to which it is a party, and, except for activities

related to its incorporation and the foregoing, Merger Sub has not conducted, and is not conducting, any business and has not engaged,

and is not engaging, in any operations. Merger Sub has no Subsidiaries and does not own, directly or indirectly, any equity interests

in any other Person.

Section 5.04 Capitalization.

The authorized capital stock of Merger Sub consists solely of common stock, 5,000 shares of which 100 are, and immediately prior to the

Merger Effective Time will be, issued and outstanding, all of which are, and immediately prior to the Merger Effective Time will be,

owned directly by Pubco, free and clear of all Liens (other than restrictions on transfer under applicable securities Laws). All issued

and outstanding shares of capital stock of Merger Sub (A) have been duly authorized and validly issued and are fully paid and non-assessable,

(B) have been issued in compliance in all material respects with applicable securities Laws and Merger Sub’s Organizational Documents

and (C) 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 DGCL, Merger Sub’s Organizational Documents or any Contract to which Merger Sub

is a party. There are no outstanding options, warrants, calls, rights, convertible or exchangeable securities, commitments, Contracts,

arrangements or undertakings of any kind to which Merger Sub is a party or by which it is bound obligating Merger Sub to issue, deliver

or sell, or cause to be issued, delivered or sold, additional shares of Merger Sub capital stock or any securities convertible into or

exchangeable for any equity interests of Merger Sub.

Section 5.05 Governmental

Approvals. Assuming the truth and completeness of the representations and warranties of the Company contained in this Agreement,

no Consent of or with any Governmental Authority, on the part of Merger Sub is required to be obtained or made in connection with the

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

by Merger Sub of the transactions contemplated hereby and thereby (including the Merger), other than (i) the filing of the Certificate

of Merger with the Secretary of State of the State of Delaware, (ii) such filings as contemplated by this Agreement, (iii) 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, (iv) any filings or notifications required under any applicable Antitrust Laws or any required filings or

approvals under the Defense Production Act of 1950, as amended (including Section 721 thereof), or any foreign investment, national security,

sensitive technology or Export Controls and Sanctions, and (v) where the failure to obtain or make such Consents or to make such filings

or notifications would not reasonably be expected to have a Purchaser Material Adverse Effect. Assuming the truth and completeness of

the representations and warranties of the Company contained in this Agreement, the execution and delivery by Merger Sub of this Agreement

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

(including the Merger), and compliance by Merger Sub with any of the provisions hereof and thereof, do not and will not (A) conflict

with or violate any provision of Merger Sub’s Organizational Documents, (B) subject to obtaining the Consents from Governmental

Authorities referred to in the preceding sentence 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 Merger Sub or any of

its properties or assets, or (C) violate, conflict with, or result in a breach or default under any Contract to which Merger Sub is a

party, except, in the case of clauses (B) and (C), for any deviations that would not reasonably be expected to have a Purchaser

Material Adverse Effect.

Section 5.06 No

Liabilities; No Distributions. Other than Liabilities incurred in connection with its incorporation and the execution and

performance of this Agreement and the Ancillary Documents to which it is a party, Merger Sub has no Liabilities (whether direct or indirect,

absolute or contingent, accrued or unaccrued, known or unknown, liquidated or unliquidated, or due or to become due).

Section 5.07 No

Additional Representations or Warranties. Except as provided in this Article V, in the Ancillary Documents to which Merger

Sub is a party, or in any certificate delivered by Merger Sub pursuant hereto or thereto, neither Merger Sub nor any of their respective

Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, shareholders, partners, members or representatives,

has made, or is making, any representation or warranty whatsoever to the Target Companies or their Affiliates, and no such Person shall

have or be deemed to have any Liability in respect of the accuracy or completeness of any information (including any forecast, projection,

business plan, model, estimate, budget or forward-looking statement) furnished or made available to the Target Companies or their Affiliates,

except, in each case, in the case of fraud. Without limiting the foregoing, the Target Companies acknowledge that they have made their

own investigation of Merger Sub and, except as provided in this Article V, in the Ancillary Documents to which Merger Sub is a

party, or in any certificate delivered by Merger Sub pursuant hereto or thereto, are not relying on any representation or warranty whatsoever

as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Merger Sub,

the prospects (financial or otherwise) or the viability or likelihood of success of the business of Merger Sub as conducted after the

Closing, as contained in any materials provided by Merger Sub or any of its Affiliates or any of their respective directors, officers,

employees, shareholders, partners, members or representatives or otherwise. Nothing in this Section shall (and is not intended to) limit,

modify, impair or waive any of the express representations, warranties, covenants or agreements of Merger Sub set forth in this Agreement

or any Ancillary Document, or any rights, claims or remedies of the Company or the other Target Companies in respect of any breach thereof

or for fraud.

Article

Representations and Warranties of the Purchaser

Except as set forth in (i)

in the case of the Purchaser, any Purchaser SEC Reports filed or submitted on or prior to the date hereof (excluding, in each case, any

disclosures contained or referenced in any “Risk Factors”, “Cautionary Note Regarding Forward-Looking Statements”

or similar sections of any Purchaser SEC Report and any other disclosures that are predictive, cautionary or forward-looking in nature,

in each case other than disclosures of historical fact contained therein), or (ii) the disclosure letter delivered by the Purchaser Parties

to the Company (the “Purchaser Disclosure Letter”) on the date of this Agreement, each Purchaser Party represents

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

Section 6.01 Organization

and Standing. The Purchaser is an exempted company duly incorporated, validly existing and in good standing under the Laws of

the Cayman Islands. The Purchaser has all requisite corporate power and authority to own, lease and operate its properties and to carry

on its business as currently conducted, which consists solely of activities related to its formation, the IPO (and the related private

placement), public reporting, the search for, and negotiation, execution and consummation of, an initial business combination (including

the Transactions and matters relating thereto) and activities directly related to the foregoing. The Purchaser 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 would not reasonably be expected to have a Purchaser Material Adverse Effect or can be cured without material

cost or expense. The Purchaser has heretofore made available to the Company accurate and complete copies of the Purchaser Organizational

Documents as currently in effect. The Purchaser is not in violation of any provision of the Purchaser Organizational Documents in any

material respect. The Purchaser has no Subsidiaries and does not own, directly or indirectly, any equity interests in any Person other

than the other Purchaser Parties.

Section 6.02 Authorization;

Binding Agreement. The Purchaser 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 the Purchaser’s obligations hereunder and thereunder and to consummate the

transactions contemplated hereby and thereby (including the Domestication and the Closing Transactions), subject only to obtaining the

Purchaser Shareholder Approval and the filings and approvals required to effect the Domestication under the Cayman Companies Act and

the DGCL. The execution and delivery of this Agreement and each Ancillary Document to which the Purchaser is a party and the consummation

of the transactions contemplated hereby and thereby (including the Domestication and the Closing Transactions) (a) have been duly and

validly authorized by the board of directors of the Purchaser, which has (i) determined that this Agreement, the Ancillary Documents

to which the Purchaser is a party and the Transactions are advisable, fair to and in the best interests of the Purchaser and its shareholders,

(ii) approved this Agreement, the Ancillary Documents to which the Purchaser is a party and the Transactions, and (iii) resolved to recommend

that the Purchaser Shareholders approve this Agreement and the Transactions to the extent the Purchaser Shareholder Approvals are required,

and (b) other than the Purchaser Shareholder Approval and the filings and approvals required to effect the Domestication and the Merger,

no other corporate proceedings on the part of the Purchaser 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 Purchaser is a party shall be when delivered, duly and validly executed and delivered

by the Purchaser and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other

parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the Purchaser, enforceable

against the Purchaser 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”).

Section 6.03 Governmental

Approvals. Assuming the truth and completeness of the representations and warranties of the Company contained in this Agreement,

no Consent of or with any Governmental Authority, on the part of the Purchaser is required to be obtained or made in connection with

the execution, delivery or performance by the Purchaser of this Agreement and each Ancillary Document to which it is a party or the consummation

by the Purchaser of the transactions contemplated hereby and thereby, other than (a) such filings as contemplated by this Agreement (including

with the Cayman Registrar in respect of the Domestication), (b) any filings required with Nasdaq or the SEC with respect to the Transactions,

including the filing of the Proxy Statement/Registration Statement and any amendments or supplements thereto and any filings required

in connection with the Purchaser Shareholders’ Meeting, (c) applicable requirements, if any, of the Securities Act, the Exchange

Act, and/or any state “blue sky” securities Laws, and the rules and regulations thereunder, and (d) where the failure to

obtain or make such Consents or to make such filings or notifications would not reasonably be expected to have a Purchaser Material Adverse

Effect.

Section 6.04 Non-Contravention.

Assuming the truth and completeness of the representations and warranties of the Company contained in this Agreement, the execution and

delivery by the Purchaser of this Agreement and each Ancillary Document to which it is a party, the consummation by the Purchaser of

the transactions contemplated hereby and thereby (including the Domestication and the Closing Transactions), and compliance by the Purchaser

with any of the provisions hereof and thereof, do not and will not (a) conflict with or violate any provision of the Purchaser Organizational

Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 6.03 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 the Purchaser or any of its properties or assets, or (c) (i) violate, conflict with

or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default)

under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required

by the Purchaser under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments

or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of the Purchaser 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 material Contract of the Purchaser, except for any deviations from any of the foregoing clauses (a), (b) or (c)

that would not reasonably be expected to have a Purchaser Material Adverse Effect.

Section 6.05 Capitalization.

(a) As of the date of

this Agreement, the authorized share capital of the Purchaser is $55,500 divided into (i) 500,000,000 Purchaser Class A Ordinary Shares,

of which 25,300,000 are issued and outstanding (all of which were issued in the IPO and are held by the Purchaser Public Shareholders),

(ii) 50,000,000 Purchaser Class B Ordinary Shares, of which 8,433,333 are issued and outstanding (all of which are held by the Sponsor

and constitute Founder Shares), and (iii) 5,000,000 Purchaser Preference Shares, of which no shares are issued and outstanding. All outstanding

Purchaser Ordinary Shares (A) are duly authorized, validly issued, fully paid and non-assessable, (B) have been issued in compliance

in all material respects with applicable securities Laws and the Purchaser Organizational Documents and (C) are not subject to or issued

in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision

of the Cayman Companies Act, the Purchaser Organizational Documents or any Contract to which the Purchaser is a party.

(b) Each Purchaser Unit

issued in the IPO consists of one Purchaser Class A Ordinary Share and one-third of one Purchaser Public Warrant. Subject to the terms

and conditions of the Warrant Agreement, in connection with the Domestication, the Cayman Purchaser Warrants will be converted into Domesticated

Purchaser Warrants, each of which will be exercisable, on the terms set forth in the Warrant Agreement, for one share of Domesticated

Purchaser Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment. As of the date of this Agreement, 8,433,333

Purchaser Public Warrants and 7,400,000 Purchaser Private Placement Warrants are issued and outstanding (with 5,000,000 of such Purchaser

Private Placement Warrants held by the Sponsor and 2,400,000 held by the IPO Underwriter). All outstanding Cayman Purchaser Warrants

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 Cayman Companies Act, Purchaser

Organizational Documents or any Contract to which the Purchaser is a party. None of the outstanding Cayman Purchaser Warrants have been

issued in violation of any applicable securities Laws. Other than the Cayman Purchaser Warrants and as set forth in Section 6.05(b)

of the Purchaser Disclosure Letter, there are no outstanding commitments, Contracts, arrangements or undertakings of any kind to which

the Purchaser is a party or by which it is bound obligating the Purchaser to issue, deliver or sell, or cause to be issued, delivered

or sold, additional Purchaser Ordinary Shares, Purchaser Preference Shares, warrants, voting securities or securities convertible into

or exchangeable for any equity interests of the Purchaser.

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

any shares of Purchaser or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any

Person. Except as set forth in Section 6.05(c) of the Purchaser Disclosure Letter or contained in the Sponsor Support Agreement,

there are no shareholders agreements, voting trusts, registration rights, redemption rights, repurchase obligations, anti-dilution rights

or other agreements or understandings to which the Purchaser is a party with respect to the voting, transfer, redemption, conversion

or registration of any equity securities of the Purchaser. Pursuant to the Sponsor Support Agreement, the Sponsor has waived, in connection

with the Closing, any anti-dilution adjustment, conversion-ratio adjustment or similar right under the Purchaser Organizational Documents

in respect of the Founder Shares.

(d) All Indebtedness of

the Purchaser as of the date of this Agreement is disclosed on Section 6.05(d) of the Purchaser Disclosure Letter. No Indebtedness

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

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

(e) Since the date of

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

or dividend in respect of its shares and has not repurchased, redeemed or otherwise acquired any of its shares, and the Purchaser’s

board of directors has not authorized any of the foregoing.

Section 6.06 SEC Filings and Purchaser Financials; Internal Controls.

(a) The Purchaser has,

since the IPO, filed all forms, reports, schedules, statements and other documents required to be filed or furnished by the Purchaser

with the SEC under the Securities Act and/or the Exchange Act, together with any amendments, restatements or supplements thereto (all

of the foregoing filed prior to the date of this Agreement, the “Purchaser SEC Reports”), and will have filed all

such forms, reports, schedules, statements and other documents (except for the Proxy Statement/Registration Statement and any other forms,

reports, schedules, statements and other documents filed or furnished with respect to the transactions contemplated by this Agreement

or any Ancillary Documents) required to be filed subsequent to the date of this Agreement through the Closing Date (the “Additional

Purchaser SEC Reports”). All of the Purchaser SEC Reports, Additional Purchaser SEC Reports, any correspondence from or to

the SEC or the Nasdaq Stock Market (“Nasdaq”) (other than such correspondence in connection with the IPO of the Purchaser)

and all certifications and statements required by: (i) Rule 13a-14 or 15d-14 under the Exchange Act; or (ii) 18 U.S.C. § 1350 (Section

906) of the Sarbanes-Oxley Act with respect to any of the foregoing (collectively, the “Public Certifications”) are

available on the SEC’s Electronic Data-Gathering, Analysis and Retrieval system (EDGAR) in full without redaction. The Purchaser

SEC Reports were, and the Additional Purchaser SEC Reports will be, prepared in accordance with the requirements of the Securities Act,

the Exchange Act and the Sarbanes-Oxley Act, as the case may be, and the rules and regulations thereunder. The Purchaser SEC Reports

did not, and the Additional Purchaser SEC Reports will not, at the time they were or are filed (or if amended or superseded by a filing

prior to the date of this Agreement or the Closing Date, then on the date of such filing), as the case may be, with the SEC 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 light of the circumstances under which they were made, not misleading. Each director and executive officer

of Purchaser has filed with the SEC on a timely basis all statements required with respect to Purchaser by Section 16(a) of the Exchange

Act and the rules and regulations thereunder. The Public Certifications are, or will be, each true and correct as of their respective

dates of filing. As used in this Section 6.06, the term “file” shall be broadly construed to include any manner in

which a document or information is furnished, supplied or otherwise made available to the SEC or Nasdaq.

(b) The financial statements

and notes contained or incorporated by reference in the Purchaser SEC Reports fairly present, and the financial statements and notes

to be contained in or to be incorporated by reference in the Additional Purchaser SEC Reports will fairly present, the financial condition

and the results of operations, changes in shareholders’ equity and cash flows of the Purchaser as at the respective dates of, and

for the periods referred to, in such financial statements, all in accordance with: (i) GAAP; and (ii) Regulation S-X or Regulation S-K,

as applicable, subject, in the case of interim financial statements, to normal recurring year-end adjustments and the omission of notes

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

no off-balance sheet arrangements that are not disclosed in the Purchaser SEC Reports. No financial statements other than those of the

Purchaser are required by GAAP to be included in the consolidated financial statements of the Purchaser.

(d) The issued and outstanding

Cayman Purchaser Units are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol

“IPFXU.” The issued and outstanding Purchaser Class A Ordinary Shares are registered pursuant to Section 12(b) of the Exchange

Act and are listed for trading on Nasdaq under the symbol “IPFX.” The issued and outstanding Purchaser Public Warrants are

registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol “IPFXW.” The

Purchaser is a listed company in good standing with Nasdaq and, since the consummation of the IPO, Purchaser has complied in all material

respects with the applicable listing and corporate governance rules and regulations of Nasdaq. There is no action or proceeding pending

or, to the Knowledge of the Purchaser, threatened in writing against the Purchaser by Nasdaq or the SEC with respect to any intention

by such entity to deregister the Cayman Purchaser Units, the Purchaser Class A Ordinary Shares or the Purchaser Public Warrants or terminate

the listing of the Purchaser on Nasdaq. Except in connection with the transactions contemplated by this Agreement or any of the Ancillary

Documents, none of the Purchaser or any of its Affiliates has taken any action in an attempt to terminate the registration of the Cayman

Purchaser Units, the Purchaser Class A Ordinary Shares or Purchaser Public Warrants under the Exchange Act.

(e) Except as not required

in reliance on exemptions from various reporting requirements by virtue of Purchaser’s status as an “emerging growth company”

within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”),

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

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

executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic

reports required under the Exchange Act are being prepared. Such disclosure controls and procedures are effective in timely alerting

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

periodic reports required under the Exchange Act. Since the consummation of the IPO, Purchaser has established and maintained a system

of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance

regarding the reliability of Purchaser’s financial reporting and the preparation of the financial statements included in the Purchaser

SEC Reports for external purposes in accordance with GAAP.

Section 6.07 Absence

of Certain Changes. As of the date of this Agreement, the Purchaser has, since the date of its incorporation, (a) conducted no

business other than its incorporation, 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) not been subject to a Purchaser Material Adverse

Effect.

Section 6.08 Undisclosed

Liabilities. Except for any fees and expenses payable by Purchaser as a result of or in connection with the consummation of the

Transactions, there is no liability, debt or obligation of or claim or judgment against Purchaser (whether direct or indirect, absolute

or contingent, accrued or unaccrued, known or unknown, liquidated or unliquidated, or due or to become due), except for liabilities and

obligations (i) reflected or reserved for on the financial statements or disclosed in the notes thereto included in the Purchaser SEC

Reports, (ii) that have arisen since the date of the most recent balance sheet included in the Purchaser SEC Reports in the ordinary

course of business of Purchaser, (iii)_incurred in connection with the Transactions, or (iv) which would not be, or would not reasonably

be expected to be, material to Purchaser.

Section 6.09 Compliance

with Laws. The Purchaser is, and has since its formation been, in compliance with all Laws applicable to it and the conduct of

its business except for such noncompliance which would not reasonably be expected to have a Purchaser Material Adverse Effect, and the

Purchaser has not received written notice alleging any violation of applicable Law in any material respect by the Purchaser.

Section 6.10 Legal

Proceedings; Orders; Permits. There is no pending or, to the Knowledge of the Purchaser, threatened Legal Proceeding to which

the Purchaser is subject that would reasonably be expected to have a Purchaser Material Adverse Effect. There is no material Legal Proceeding

that the Purchaser has pending against any other Person. The Purchaser is not subject to any material Orders of any Governmental Authority,

nor are any such Orders pending. The Purchaser holds all material Permits necessary to lawfully conduct its business as presently conducted,

and to own, lease and operate its assets and properties, all of which are in full force and effect, except where the failure to hold

such Consent or for such Consent to be in full force and effect would not reasonably be expected to have a Purchaser Material Adverse

Effect.

Section 6.11 Taxes

and Returns.

(a) The Purchaser (i)

has timely filed, or caused to be timely filed, all Income Tax and other material Tax Returns required to be filed by it (taking

into account all valid extensions of time to file), and all such Tax Returns are accurate and complete in all material respects, and

(ii) has timely paid, collected, withheld or remitted, or caused to be timely paid, collected, withheld or remitted, all Income

Taxes and other material Taxes required to be paid, collected, withheld or remitted, whether or not such Taxes are shown as due and

payable on any Tax Return, and (iii) has properly accrued, consistent with the past practices of the Purchaser, all material Taxes

not yet due and payable for any taxable period or portion thereof ending on or before the Closing Date.

(b) There is no Legal

Proceeding currently pending or, to the Knowledge of the Purchaser, threatened against the Purchaser by a Governmental Authority in a

jurisdiction where Purchaser does not file Tax Returns that it is or may be subject to Tax or required to file a Tax Return in that jurisdiction,

and the Purchaser has not received any written notice from any Governmental Authority asserting that it is or may be subject to Tax or

required to file a Tax Return in any such jurisdiction.

examinations, investigations or other proceedings pending against the Purchaser in respect of any Tax, and the Purchaser has not been

notified in writing of any proposed Tax claims or assessments against the Purchaser.

(d) There are no Liens

with respect to any Taxes upon any of the Purchaser’s assets, other than Permitted Liens.

(e) The Purchaser has

not requested or consented to any waivers or extensions of any applicable statute of limitations for the collection or assessment of

any Taxes, which waiver or extension (or request thereof) is outstanding or pending.

(f) The Purchaser will

not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable

period (or portion thereof) beginning after the Closing Date, as a result of: (i) an installment sale or open transaction disposition

that occurred on or prior to the Closing Date; (ii) any change in method of accounting on or prior to the Closing Date, including by

reason of the application of Section 481 of the Code (or any analogous provision of state, local or foreign Law) or the use of an improper

method of accounting on or prior to the Closing Date; (iii) any prepaid amounts received or deferred revenue realized or received on

or prior to the Closing Date; (iv) any intercompany transaction described in Treasury Regulations under Section 1502 of the Code (or

any corresponding or similar provision of state, local or foreign Law) occurring on or prior to the Closing Date; or (v) any “closing

agreement” pursuant to Section 7121 of the Code or any similar agreement or arrangement with a Governmental Authority relating

to Taxes entered into on or prior to the Closing Date.

(g) The Purchaser has

not participated in or been a party to any “reportable transaction,” as defined in Treasury Regulations Section 1.6011-4

(or any similar or corresponding provision of state, local or foreign Law).

(h) The Purchaser has

not been a member of an affiliated, combined, consolidated, unitary or other group for Tax purposes. The Purchaser does not have any

Liability or potential Liability for the Taxes of another Person (i) under Treasury Regulations Section 1.1502-6 (or any similar provision

of state, local or foreign Law), (ii) as a transferee or successor, or (iii) by Contract, indemnity or otherwise (excluding customary

commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). The

Purchaser is not a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement,

arrangement or practice (excluding customary commercial agreements entered into in the ordinary course of business the primary purpose

of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement

relating to Taxes with any Governmental Authority) that will be binding on the Purchaser with respect to any period (or portion thereof)

following the Closing Date.

(i) The Purchaser has

not constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock

qualifying for tax-free treatment under Section 355 of the Code.

(j) The Purchaser does

not have a permanent establishment in any country other than its jurisdiction of formation, and has not engaged in a trade or business

in any country other than its jurisdiction of formation that subjected it to Tax in such country.

(k) To the Purchaser’s

knowledge, no Purchaser Shareholder (or any person or entity acting on behalf of a Purchaser Shareholder) has entered into any agreement

or other arrangement that is or could reasonably be expected to be treated as (or pursuant to the terms of any such agreement or other

arrangement could reasonably be expected to result in), for U.S. federal income tax purposes, a sale or exchange or other disposition

of the Pubco Class A-1 Common Stock or the Pubco Convertible Preferred Stock after the Closing.

(l) The Purchaser has

not knowingly taken any action, nor is it aware of any fact or circumstance, that would reasonably be expected to prevent the relevant

portions of the Transactions from qualifying for their respective Intended Tax Treatments.

Section 6.12 Properties.

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

Section 6.13 Investment

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

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

case within the meaning of the Investment Company Act of 1940, as amended. Purchaser constitutes an “emerging growth company”

within the meaning of the JOBS Act.

Section 6.14 Trust

Account. As of the IPO closing on March 30, 2026, an aggregate amount of $253,000,000 (which amount included $12,045,000 of deferred

underwriting discount) was deposited in a trust account established for the benefit of the Purchaser’s Public Shareholders and

certain other Persons (the “Trust Account”), and as of the date of this Agreement the funds in the Trust Account are

held in cash or invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated

under the Investment Company Act, in each case pursuant to the Investment Management Trust Agreement, dated as of March 26, 2026, by

and between Purchaser and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”) (the “Trust

Agreement”). There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten,

express or implied) that would cause the description of the Trust Agreement in the Purchaser SEC Reports to be inaccurate. Prior to the

Closing, none of the funds held in the Trust Account may be released other than as set forth in the Trust Agreement. The Trust Agreement

has not been amended or modified, is a valid and binding obligation of the Purchaser, is in full force and effect and is enforceable

against Purchaser and, to the Knowledge of Purchaser, the Trustee in accordance with its terms, subject to the Enforceability Exceptions.

There are no claims or proceedings pending or, to the Knowledge of Purchaser, threatened with respect to the Trust Account. Purchaser

has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance

or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or

lapse of time or both, would constitute such a default or breach thereunder. Since the IPO, the funds held in the Trust Account have

been invested in compliance with the Trust Agreement and applicable Law. As of the Closing, the obligations of Purchaser to dissolve

or liquidate pursuant to Purchaser Organizational Documents shall terminate, and as of the Closing, Purchaser shall have no obligation

whatsoever pursuant to Purchaser Organizational Documents to dissolve and liquidate the assets of Purchaser by reason of the consummation

of the Transactions. To Purchaser’s Knowledge, as of the date hereof, following the Closing, no Purchaser Shareholder shall be

entitled to receive any amount from the Trust Account except to the extent such Purchaser Shareholder is exercising its option to redeem

Domesticated Purchaser Class A Common Stock in connection with the Redemption. As of the date hereof, assuming the accuracy of the representations

and warranties of the Company contained herein and the compliance by the Company with its obligations hereunder, the Purchaser does not

have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or that funds available

in the Trust Account will not be available to Purchaser on the Closing Date.

Section 6.15 Finders

and Brokers. Except as set forth on Section 6.15 of the Purchaser Disclosure Letter, no broker, finder, investment banker

or other Person is entitled to, nor will be entitled to, either directly or indirectly, any brokerage fee, finder’s fee or other

similar commission, for which any Purchaser Party (or Sponsor on behalf of a Purchaser Party) would be liable in connection with the

Transactions based upon arrangements made by any Purchaser Party or any of their Affiliates.

Section 6.16 Certain

Business Practices.

(a) To the Purchaser’s

Knowledge, neither the Purchaser nor any of the Representatives of Purchaser acting on behalf of Purchaser, has offered, given, paid,

promised to pay, or authorized the payment of anything of value to (i) an official or employee of a foreign or domestic Governmental

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

foreign or domestic political office, in any such case under circumstances in which the Purchaser or Representative thereof knew that

all or a portion of such thing of value would be offered, given, or promised to an official or employee of a foreign or domestic Governmental

Authority, a foreign or domestic political party, an official of a foreign or domestic political party, or a candidate for a foreign

or domestic political office, in each case in violation of any Anti-Bribery Law. To the Purchaser’s Knowledge, neither the Purchaser

nor any Representative thereof has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure

to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance with any Anti-Bribery

Law. To the Purchaser’s Knowledge, neither the Purchaser nor any Representative thereof has received any written notice, request,

or citation from any Governmental Authority for any actual or potential noncompliance with any Anti-Bribery Law. The Purchaser has instituted

and maintains policies and procedures reasonably designed to ensure compliance in all material respects with the Anti-Bribery Laws.

(b) The operations of

the Purchaser are and have been conducted at all times in material compliance with Export Controls and Sanctions, and 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 Legal Proceeding involving the Purchaser with respect to any of

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

nor any of its directors or officers nor, to the Knowledge of the Purchaser, any other Representative acting on behalf of the Purchaser

is or has been: (i) identified on any applicable sanctions-related list of designated or blocked persons (including without limitation

the Specially Designated Nationals and Blocked Persons List (“SDN List”) maintained by the U.S. Department of the

Treasury Office of Foreign Assets Control (“OFAC”)), (ii) otherwise the subject or target of any U.S. sanctions administered

by OFAC, (iii) located, organized or resident in any country or territory that is the subject of comprehensive economic sanctions maintained

by OFAC (as of the date of this Agreement, Cuba, Iran, North Korea, and the Crimea, so-called Donetsk People’s Republic, and so-called

Luhansk People’s Republic regions of Ukraine) (each a “Sanctioned Jurisdiction”), or (iv) owned, directly or

indirectly, individually or in the aggregate, 50% or more or otherwise controlled by any of the foregoing.

(d) Neither the Purchaser

nor, to the Knowledge of the Purchaser, the Sponsor is a “foreign person” or a “foreign entity,” in each case

as defined in 31 C.F.R. Part 800 promulgated under Section 721 of the Defense Production Act of 1950, as amended. As of the date of this

Agreement, neither the Purchaser nor, to the Knowledge of the Purchaser, the Sponsor has agreed, to grant, in connection with the Transactions,

any “DPA Triggering Rights” that would constitute a “covered transaction” subject to mandatory CFIUS jurisdiction.

Section 6.17 Insurance.

Section 6.17 of the Purchaser Disclosure Letter lists all insurance policies (by policy number, insurer, coverage period, coverage

amount, annual premium and type of policy) held by the Purchaser or relating to the Purchaser or their business, properties, assets,

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

policies have been timely paid and the Purchaser is otherwise in material compliance with the terms of such insurance policies. All such

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

premium increase with respect to, any of such insurance policies. There have been no insurance claims made by the Purchaser. The Purchaser

has reported to its insurers all claims and pending circumstances that would reasonably be expected to result in a claim, except where

such failure to report such a claim would not be reasonably likely to have a Purchaser Material Adverse Effect.

Section 6.18 Information

Supplied. None of the information supplied or to be supplied by any Purchaser Party expressly for inclusion or incorporation

by reference in (i) 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, or in the Proxy Statement/Registration Statement, or (ii) any of the Signing Press Release, the Signing Filing, the Closing

Press Release, the Closing Filing and any other press releases or prospectuses filed under Rule 425 of the Securities Act in connection

with the transactions contemplated by this Agreement or any Ancillary Document, shall 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 at (a) the time such information is filed with or furnished to the SEC (provided,

that if such information is revised by any subsequently filed amendment or supplement, this clause (a) shall solely refer to the time

of such subsequent revision); (b) the time the Proxy Statement/Registration Statement is declared effective by the SEC; (c) the time

the Proxy Statement/Registration Statement (or any amendment thereof or supplement thereto) is first mailed to the Purchaser Shareholders;

or (d) the time of the Purchaser Shareholders’ Meeting. Notwithstanding the foregoing, no Purchaser Party makes any representation,

warranty or covenant with respect to any information supplied by or on behalf of the Target Companies or their respective Affiliates.

Section 6.19 Independent

Investigation. The Purchaser Parties have conducted their own independent investigation, review and analysis of the business,

results of operations, prospects, condition (financial or otherwise) or assets of the Target Companies, and acknowledge that they have

been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the

Target Companies for such purpose. Each Purchaser Party acknowledges and agrees that: (a) in making its decision to enter into this Agreement

and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations

and warranties of the Company set forth in this Agreement (including the related portions of the Company Disclosure Letter) and in any

certificate delivered to Purchaser pursuant hereto, and the information provided by or on behalf of the Company for the Registration

Statement; and (b) neither the Company nor its Representatives have made any representation or warranty as to the Target Companies or

this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Letter) or

in any certificate delivered to Purchaser pursuant hereto, or with respect to the information provided by or on behalf of the Company

for the Registration Statement.

Section 6.20 Employees; Benefit Plans. Purchaser has never had any employees and Purchaser has no unsatisfied material liability

with respect to any employee. Purchaser does not currently maintain or have any direct liability under any benefit plan.

Section 6.21 Section

280G. Neither the execution and delivery of this Agreement nor the consummation

of the Transactions contemplated hereby or by the Ancillary Documents shall, either alone or in connection with any other event(s), result

in the payment of any amount to any current or former employee, officer, director or independent contractor of Purchaser or other Person

that could individually or in the aggregate, or in combination with any other such payment, constitute an “excess parachute payment”

as defined in Section 280G(b)(1) of the Code.

Section 6.22 CFIUS

Foreign Person Status. The Purchaser is not a “foreign person”

and is not controlled by a “foreign person,” as those terms are defined in Section 721 of the DPA. The Purchaser does not

permit any “foreign person” (as defined in the DPA) affiliated with the Purchaser, whether affiliated as a limited partner

or equivalent, to obtain through the Purchaser as a result of that foreign person’s investment any of the following with respect

to the Company: (i) access to any “material nonpublic technical information” (as defined in the DPA) in the possession of

the Company; (ii) membership or observer rights on the Board of Directors or equivalent governing body of the Company or the right to

nominate an individual to a position on the Board of Directors or equivalent governing body of the Company; (iii) any “involvement,”

other than through the voting of shares, in the “substantive decision-making” of the Company (as defined in the DPA) regarding

(x) the use, development, acquisition, or release of any “critical technology” (as defined in the DPA), (y) the use, development,

acquisition, safekeeping, or release of “sensitive personal data” (as defined in the DPA) of U.S. citizens maintained or

collected by the Company, or (z) the management, operation, manufacture, or supply of “covered investment critical infrastructure”

(as defined in the DPA); or (iv) “control” of the Company (as defined in the DPA).

Section 6.23 No

Additional Representations or Warranties. Except as provided in this Article VI, in the Ancillary Documents to which Purchaser

or the Sponsor is a party, or in any certificate delivered by Purchaser pursuant hereto or thereto, none of the Purchaser, the Sponsor

or any of their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, shareholders,

partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Target Companies or their

Affiliates, and no such Person shall have or be deemed to have any Liability in respect of the accuracy or completeness of any information

(including any forecast, projection, business plan, model, estimate, budget or forward-looking statement) furnished or made available

to the Target Companies or their Affiliates, except, in each case, in the case of fraud. Without limiting the foregoing, the Target Companies

acknowledge that they have made their own investigation of the Purchaser and, except as provided in this Article VI, in the Ancillary

Documents to which any Purchaser or the Sponsor is a party, or in any certificate delivered by Purchaser pursuant hereto or thereto,

are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular

purpose or trade as to any of the assets of Purchaser, the prospects (financial or otherwise) or the viability or likelihood of success

of the business of Purchaser as conducted after the Closing, as contained in any materials provided by Purchaser or any of its Affiliates

or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise. Nothing in

this Section 6.23 shall (and is not intended to) limit, modify, impair or waive any of the express representations, warranties,

covenants or agreements of the Purchaser set forth in this Agreement or any Ancillary Document, or any rights, claims or remedies of

the Company or the other Target Companies in respect of any breach thereof or for fraud.

Article

VII

Covenants

Section 7.01 Access

and Information; Cooperation.

(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

9.01 or the Closing (the “Interim Period”), subject to Section 7.16, the Company shall give, and shall

cause the Target Companies and its and their respective Representatives to give, the Purchaser Parties and their respective

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 officers, managers, properties, Contracts, agreements, commitments, books and records,

financial and operating data and other information, of or pertaining to the Target Companies as any Purchaser Party or any of their

respective Representatives may reasonably request regarding the Target Companies and their respective businesses, assets,

Liabilities, financial condition, prospects, operations, management, employees and other aspects, and cause each of the

Company’s Representatives to reasonably cooperate with the Purchaser Parties and their respective Representatives in their

investigation; provided, however, that the Purchaser Parties and their respective Representatives shall conduct any such activities

in such a manner as not to unreasonably interfere with the business or operations of the Target Companies. Notwithstanding the

foregoing, the Company shall not be required to provide, or cause to be provided, to any Purchaser Party or any of their

respective Representatives any information (i) if and to the extent doing so would (A) violate any Law to which the Company is

subject, (B) result in the disclosure of any trade secret of third party in breach of any Contract with such third party, (C)

violate any legally-binding obligation of the Company with respect to confidentiality, non-disclosure or privacy, (D) jeopardize the

protection of the attorney-client privilege, the attorney work-product doctrine or any similar protection or doctrine, (E)

constitute the disclosure of, or grant access to, classified information, controlled unclassified information or export-controlled

information in violation of applicable Law or (F) result in the grant of any DPA Triggering Rights to a Foreign Person or materially

compromise any Government Contract or Government Bid (provided, in the case of each of clauses (A) through (F),

that the Company shall use commercially reasonable efforts to provide such access or information through redaction, clean-room,

outside-counsel-only or summary-form arrangements or in such other manner as does not violate such privilege, doctrine, Contract,

obligation or Law), or (ii) if the Company, on the one hand, and any Purchaser Party or any of their respective Representatives, on

the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto. The access referenced in

this Section 7.01(a) shall include the right for the Purchaser Parties and their respective Representatives to perform Phase

I environmental site assessments at the real property currently leased or operated by the Target Companies and otherwise take

reasonable measures to assess the Target Companies’ compliance with all Environmental Laws; provided, that (x) such

assessments shall be coordinated in advance with the Company and conducted in a manner that does not unreasonably interfere with the

business or operations of the Target Companies, and (y) all costs and expenses of such assessments shall be borne by the Purchaser

Parties and shall not be included in or count towards the Purchaser Expense Cap. The Company shall not be obligated under this Section

7.01(a) to permit any Purchaser Party or any of their respective Representatives to conduct any invasive, intrusive or

subsurface sampling or testing of any media at the properties of any of the Target Companies.

(b) During the Interim

Period, subject to Section 7.16, each of the Purchaser Parties 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 officers, directors, properties, Contracts, agreements, commitments, books and records,

financial and operating data and other information, of or pertaining to such Purchaser Party, as the Company or its Representatives may

reasonably request regarding such Purchaser Party and its business, assets, Liabilities, financial condition, prospects, operations,

management, directors, officers and other aspects, and cause each of such Purchaser Party’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 any Purchaser Party.

Notwithstanding the foregoing, no Purchaser Party shall be required to provide, or cause to be provided, to the Company or any of its

Representatives any information (i) if and to the extent doing so would (A) violate any Law to which such Purchaser Party is subject,

(B) violate any legally-binding obligation of such Purchaser Party with respect to confidentiality, non-disclosure or privacy or (C)

jeopardize the protection of the attorney-client privilege, the attorney work-product doctrine or any similar protection or doctrine

(provided, in the case of each of clauses (A) through (C), that such Purchaser Party shall use commercially reasonable

efforts to provide such access or information in such other manner as does not violate such privilege, doctrine, Contract, obligation

or Law), or (ii) if such Purchaser Party, on the one hand, and the Company or any of its Representatives, on the other hand, are adverse

parties in a litigation and such information is reasonably pertinent thereto.

Period, each of the Company, the Purchaser Parties shall, and shall cause their respective Representatives to, reasonably cooperate in

a timely manner in connection with any financing arrangement the Parties mutually agree to seek in connection with the Transactions (including

in connection with the PIPE Investment), including (i) by providing such information and assistance as the other Party may reasonably

request, (ii) granting such access to the other Party and its Representatives as may be reasonably necessary for their due diligence

and (iii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and due diligence sessions with

respect to such financing efforts (including direct contact between senior management and other Representatives of the Company at reasonable

times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted

under conditions that shall not unreasonably interfere with the business and operations of the Company, the Purchaser Parties or their

respective Representatives, and shall be subject to the limitations set forth in Section 7.01(a).

Section 7.02 Conduct

of Business of the Company.

(a) During the Interim

Period, except as expressly contemplated by this Agreement or the Ancillary Documents, as required by applicable Law, as set forth on

Section 7.02 of the Company Disclosure Letter or as consented to in writing by the Purchaser (such consent not to be unreasonably

withheld, conditioned or delayed), the Company shall use commercially reasonable efforts to, and shall use commercially reasonable efforts

to cause its Subsidiaries to, (i) conduct its and their respective businesses, in all material respects, in the ordinary course of business,

(ii) comply in all material respects with all Laws applicable to the Target Companies and their respective businesses, assets and employees,

and (iii) take commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective

business organizations.

(b) Without limiting the

generality of Section 7.02(a) and except as contemplated by the terms of this Agreement or the Ancillary Documents (including

the Recapitalization), as required by applicable Law or as set forth on Section 7.02 of the Company Disclosure Letter, during

the Interim Period, without the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or

delayed), the Company shall not, and shall cause its Subsidiaries to not:

(i) amend, waive or

otherwise change, in any respect, its Organizational Documents, except as required by applicable Law;

(ii) authorize for issuance,

issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options,

warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including

any securities convertible into or exchangeable for any of its membership interests or other equity securities of any class, including

the Incentive Units, the Management Incentive Units, the UARs and the Company Warrants, and any other equity-based or equity-linked awards,

or engage in any hedging transaction with a third Person with respect to such securities, except (A) in compliance with existing Company

Benefit Plans (including the Management Incentive Plan and the UAR Plan) or any Contract (including any warrant or profits interest award)

outstanding as of the date hereof and disclosed in writing to the Purchaser, (B) ordinary-course employee or service-provider equity

grants in accordance with existing Company Benefit Plans (including (x) the issuance by the Company of Incentive Units to Quantum Space

Management, LLC in connection with, and for the purpose of, the issuance by Quantum Space Management, LLC of Management Incentive Units

to Service Providers pursuant to the Management Incentive Plan and (y) the issuance by Quantum Space Management, LLC of Management Incentive

Units to Service Providers pursuant to the Management Incentive Plan), or (C) any sale, transfer, assignment, distribution or other disposition

by Phase Four, Inc. or Prime Movers of equity interests in the Company or any Target Company to any Person, in each case (w) effected

in compliance with the Company’s Organizational Documents, the Investors’ Rights Agreement, the Member Support Agreement,

any applicable lock-up, transfer restriction, right of first refusal, right of first offer or co-sale provision and applicable Law, (x)

that does not involve any new issuance of equity interests, equity-linked interests, options, warrants, profits interests, Incentive

Units, Management Incentive Units, UARs or other securities by any Target Company (other than the issuances described in clause (B) above),

(y) that is conditioned upon, and accompanied by, the joinder by the transferee to the Member Support Agreement and other related agreements

as the Company may reasonably require, and (z) that does not impair, delay, interfere with or prevent the Transactions, including the

Recapitalization and obtaining of the Requisite Member Approval;

(iii) split, combine,

recapitalize or reclassify any of its membership interests 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, except

(x) with respect to the Recapitalization or (y) for distributions to holders of equity interests in any Target Company that is treated

as a partnership or other pass-through entity for U.S. federal, and applicable state and local, Income Tax purposes as necessary to enable

such holders to timely pay their income Taxes, including estimated Income Taxes, attributable to their ownership of such Target Company,

in each case as expressly contemplated by, and not in excess of the amounts contemplated by, the Company LLC Agreement;

(iv) allow the aggregate

Indebtedness of the Target Companies to exceed an amount equal to the sum of $5,000,000;

(v) except as otherwise

required by Law or by any Company Benefit Plan, (i) grant any severance, retention, change-in-control or termination or similar pay,

(ii) terminate, adopt, enter into or materially amend or grant any new awards (other than grants made in the ordinary course of business

consistent with past practices) under any Company Benefit Plan or any plan, policy, practice, program, agreement or other arrangement

that would be deemed a Company Benefit Plan as of the date hereof, (iii) increase the cash compensation or bonus opportunity of any employee,

officer, director or other individual service provider, except for such increases to any such individuals who are not directors or officers

of the Target Companies made in the ordinary course of business consistent with past practice, (iv) take any action to amend or waive

any performance or vesting criteria, or to accelerate the time of payment or vesting of any compensation or benefit payable by the Company

or any of its Subsidiaries, (v) hire or engage any new employee or independent contractor if such new employee or independent contractor

will receive annual base compensation in excess of $250,000, other than in the ordinary course of business consistent with past practice,

(vi) terminate the employment or engagement, other than for cause, death or disability, of any employee or independent contractor with

annual base compensation in excess of $250,000, (vii) waive any restrictive covenants applicable to any current or former employee or

independent contractor, or (viii) plan, announce, implement or effect any reduction in force, lay-off, furlough, early-retirement program,

severance program or other program or effort concerning the termination of a group of employees of the Target Companies (other than individual

employee terminations for cause permitted under prong (vi) of this clause (v));

(vi) enter into or extend

any collective bargaining agreement or similar labor agreement, other than as required by applicable Law, or recognize or certify any

labor union, labor organization or group of employees of the Target Companies as the bargaining representative for any employees of the

Target Companies;

(vii) (A) make, change

or rescind any material election relating to Taxes, (B) settle any claim, suit, litigation, proceeding, arbitration, investigation, audit,

controversy or other Legal Proceeding relating to material Taxes, (C) file any amended Income Tax or other material Tax Return, (D) surrender

or allow to expire any right to claim a refund of material Taxes, (E) change (or request to change) any method of accounting for Tax

purposes, (F) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material

Taxes may be issued or in respect of any material Tax attribute that would give rise to any claim or assessment of Taxes of or with respect

to the Target Companies, or (G) enter into any “closing agreement” as described in Section 7121 of the Code or any similar

agreement or arrangement with any Governmental Authority, in each case except as required by applicable Law;

(viii) knowingly take any action, or knowingly fail to take any action, which action or failure to act would reasonably be expected to

prevent or impede any relevant portion of the Transactions from qualifying for its respective Intended Tax Treatment;

(ix) (A) transfer, sell,

assign, license, sublicense, convey, covenant not to assert, pledge, encumber or subject to a Lien (other than a Permitted Lien), cancel,

fail to maintain, prosecute or defend, abandon, let lapse, allow to lapse or otherwise dispose of any right, title or interest of any

Target Company in or to any Owned Intellectual Property material to any of the businesses of the Target Companies (other than (x) non-exclusive

licenses of Owned Intellectual Property granted to customers or service providers in the ordinary course of business consistent with

past practice, or (y) abandoning, allowing to lapse, failing to preserve or otherwise disposing of immaterial Owned Intellectual Property

registrations or applications that the Target Companies, in the exercise of their good-faith business judgment, have determined to abandon,

allow to lapse, fail to preserve or otherwise dispose of), (B) disclose, divulge, furnish to or make accessible to any Person who has

not entered into a valid and enforceable confidentiality agreement (substantially on the Company’s standard forms made available

to the Purchaser and without any material exceptions or modifications thereto) sufficiently protecting the confidentiality of and the

Target Companies’ rights in any material Trade Secrets constituting Owned Intellectual Property, or (C) include, incorporate or

embed in or link to any Open Source Software in a manner that may require any Target Company to take a Copyleft Action;

(x) terminate or assign any Company Material Contract or enter into any Contract that would be a Company Material Contract, in each

case outside of the ordinary course of business consistent with past practice;

(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 substantially similar to that which is currently in effect,

or terminate without replacement or amend in a manner materially detrimental to the Target Companies, taken as a whole, any material

insurance policy insuring the Target Companies;

(xiii) make any material

change in accounting methods, principles or practices, except to the extent required to comply with GAAP or changes that are made in

accordance with PCAOB standards;

(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), 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 $250,000 (individually or in the aggregate);

(xv) 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, except pursuant to any Contract in existence as of the date hereof which has been disclosed

in writing to the Purchaser;

(xvii) make capital

expenditures outside of the ordinary course of business consistent with past practice in excess of $500,000 individually for any project

or $1,000,000 in the aggregate;

(xviii) adopt a plan

of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

(xix) voluntarily incur Liabilities or obligations (whether absolute, accrued, contingent or otherwise) in excess of $1,000,000 in the

aggregate, other than pursuant to the terms of a Company Material Contract or Company Benefit Plan, in any case outside of the ordinary

course of business, taking into account the anticipated growth in the Target Companies’ businesses;

(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 tangible properties, assets or rights;

(xxi) enter into any

written 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 or that would impede the Transactions;

(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 provided in the ordinary course of business consistent with past

practice);

(xxiv) (i) limit the

right of any Target Company to engage in any line of business or in any geographic area, to develop, market or sell products or services,

or to compete with any Person, or (ii) grant any exclusive or similar rights to any Person, in each case except where such limitation

or grant does not, and would not be reasonably likely to, individually or in the aggregate, materially and adversely affect, or materially

disrupt, the ordinary-course operation of the business of the Target Companies;

(xxv) grant any DPA

Triggering Rights to any Foreign Person, or knowingly take any action that would cause the Transactions or the post-Closing operations

of the Target Companies to require a mandatory CFIUS or other mandatory foreign-investment, Export Controls and Sanctions or national-security

filing (other than filings required to consummate the Transactions themselves), in each case except (A) as disclosed in writing to, and

consented to in advance in writing by, the Purchaser, (B) subject to any required approval of the Committee on Foreign Investment in

the United States or other applicable Governmental Authority, and (C) only if the grant, action or filing is not reasonably expected

to prevent, materially delay or materially impair the Transactions; or

(xxvi) authorize or

agree to do any of the foregoing actions.

Section 7.03

Conduct of Business of the Purchaser.

(a)

During the Interim Period, except as expressly contemplated by this Agreement or the Ancillary Documents, as required by applicable

Law, as set forth on Section 7.03 of the Purchaser Disclosure Letter or as consented to in writing by the Company (such consent

not to be unreasonably withheld, conditioned or delayed), each of the Purchaser Parties shall (i) conduct its business, in all material

respects, in the ordinary course of business (it being acknowledged that, prior to the Closing, none of Pubco and Merger Sub will have

conducted any business other than activities contemplated by this Agreement or the Ancillary Documents and activities incidental to its

formation, capitalization and existence), (ii) comply in all material respects with all Laws applicable to such Purchaser Party and its

business, assets and employees, and (iii) take commercially reasonable measures necessary or appropriate to preserve intact, in all material

respects, its business organization. Notwithstanding anything to the contrary in this Section 7.03, nothing in this Agreement shall

prohibit or restrict the Purchaser from extending, in accordance with the Purchaser Organizational Documents and the IPO Prospectus, the

deadline by which it must complete its Business Combination (an “Extension”), by way of an amendment to the Purchaser

Organizational Documents, or making any payments to the Trust Account in connection therewith, and no consent of any other Party shall

be required in connection therewith.

(b) Without limiting the

generality of Section 7.03(a) and except as contemplated by the terms of this Agreement or the Ancillary Documents, as required

by applicable Law or as set forth on Section 7.03 of the Purchaser Disclosure Letter, during the Interim Period, without the prior

written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), no Purchaser Party shall:

(i) amend, waive or otherwise change, in any respect, its Organizational Documents, except as required by applicable Law;

(ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its

equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities,

or other securities, including any securities convertible into or exchangeable for any of its equity securities or other security interests

of any class, and any other equity-based or equity-linked awards, or engage in any hedging transaction with a third Person with respect

to such securities;

(iii) split, combine,

recapitalize or reclassify any of its shares or other equity interests, or issue any other securities in respect thereof, or pay or set

aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its shares or

other equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

(iv) incur, create,

assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $200,000 individually

or $500,000 in the aggregate, make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability

or obligation of any Person (provided, that this clause (iv) shall not prevent the Purchaser 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 the PIPE Investment), up to aggregate additional Indebtedness during the Interim Period of $1,000,000);

(v) (A) make, change

or rescind any material election relating to Taxes, (B) settle any claim, suit, litigation, proceeding, arbitration, investigation, audit,

controversy or other Legal Proceeding relating to material Taxes, (C) file any amended Income Tax or other material Tax Return, (D) surrender

or allow to expire any right to claim a refund of material Taxes, (E) change (or request to change) any method of accounting for Tax

purposes, (F) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material

Taxes may be issued or in respect of any material Tax attribute that would give rise to any claim or assessment of Taxes of or with respect

to such Purchaser Party, or (G) enter into any “closing agreement” as described in Section 7121 of the Code or any similar

agreement or arrangement with any Governmental Authority, in each case except as required by applicable Law;

(vi) knowingly take

any action, or knowingly fail to take any action, which action or failure to act would reasonably be expected to prevent or impede any

relevant portion of the Transactions from qualifying for its respective Intended Tax Treatment;

(vii) amend, waive or

otherwise change the Trust Agreement in any manner;

(viii) terminate, waive

or assign any material right under any material Contract of such Purchaser Party;

(ix) fail to maintain

its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;

(x) establish any Subsidiary

or enter into any new line of business;

(xi) fail to use commercially

reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to

its assets, operations and activities in such amount and scope of coverage substantially similar to that which is currently in effect;

(xii) make any material

change in accounting methods, principles or practices, except to the extent required to comply with GAAP or PCAOB standards;

(xiii) waive, release,

assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating

to this Agreement or the Transactions), 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, such Purchaser Party or its Affiliates)

not in excess of $500,000 (individually or in the aggregate);

(xiv) 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;

(xv) make capital expenditures

in excess of $200,000 individually for any project (or set of related projects) or $500,000 in the aggregate (excluding, for the avoidance

of doubt, the incurrence of any expenses);

(xvi) adopt a plan of

complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

(xvii) voluntarily incur

any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $500,000 individually or $1,000,000 in

the aggregate (excluding the incurrence of any expenses), other than pursuant to the terms of a Contract in existence as of the date

of this Agreement or entered into in the ordinary course of business or in accordance with the terms of this Section 7.03 during

the Interim Period;

(xviii) sell, lease,

license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of, any

material portion of its tangible properties, assets or rights;

(xix) 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;

(xx) grant or establish

any form of compensation or benefits to any current or former employee, officer, director, individual independent contractor or other

individual service provider of the Purchaser;

(xxi) incur, agree to

pay, accelerate, modify, amend, defer or waive any Purchaser Transaction Costs, deferred underwriting commission, advisory fee, placement

fee, sponsor reimbursement, working capital loan or other Liability in any manner that would cause the Minimum Cash Condition to fail

to be satisfied; or

(xxii) authorize or

agree to do any of the foregoing actions.

Section 7.04 Annual

and Interim Financial Statements.

(a) To the extent not

already delivered, as soon as reasonably practicable following the date of this Agreement (and in any event by September 30, 2026), the

Company shall deliver to the Purchaser audited consolidated balance sheets and statements of operations, comprehensive loss, stockholders’

equity and cash flows of the Target Companies as of and for the years ended December 31, 2025 and December 31, 2024, together with the

auditor’s reports thereon, which 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 applicable to a registrant (collectively, the “PCAOB Financial

Statements”); provided, that upon delivery of such PCAOB Financial Statements, such financial statements shall be deemed

“Audited Financial Statements” for the purposes of this Agreement and the representation and warranties set forth

in Section 3.06 shall be deemed to apply to such Audited Financial Statements with the same force and effect as if made as of

the date of this Agreement; provided further that there shall be no material changes between the Audited Financial Statements

and (i) the PCAOB Financial Statements; (ii) all other audited and unaudited financial statements of the Company and any company or business

units acquired by it, as applicable, that are required to be included in the Proxy Statement/Registration Statement and/or the Current

Report on Form 8-K pursuant to the Exchange Act in connection with the transactions contemplated by this Agreement; (iii) all selected

financial data of the Company required to be included in the Proxy Statement/Registration Statement and the Current Report on Form 8-K

pursuant to the Exchange Act in connection with the transactions contemplated by this Agreement; and (iv) management’s discussion

and analysis of financial condition and results of operations prepared in accordance with Item 303 of Regulation S-K of the SEC as necessary

for inclusion in the Proxy Statement/Registration Statement and the Current Report on Form 8-K pursuant to the Exchange Act in connection

with the transactions contemplated by this Agreement (including pro forma financial information).

(b) As soon as

reasonably practicable following the date of this Agreement, the Company shall deliver to the Purchaser unaudited consolidated

balance sheets and statements of operations, comprehensive loss, stockholders’ equity and cash flows of the Target Companies

as of and for the six-month periods ending June 30, 2026 and 2025, which 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 applicable to a

registrant (the “Updated Interim Financial Statements”) and as soon as reasonably practicable, the Company shall

deliver to the Purchaser any other audited or unaudited financial statements of the Target Companies that are required by applicable

law to be included in the Proxy Statement/Registration Statement; provided, that upon delivery of such Updated Interim

Financial Statements and any other audited or unaudited financial statements of the Target Companies, the representation and

warranties set forth in Section 3.06 shall be deemed to apply to the Updated Interim Financial Statements and any other

audited or unaudited financial statements of the Target Companies, mutatis mutandis, with the same force and effect as if made as of

the date of this Agreement.

Audited Financial Statements and the Updated Interim Financial Statements when delivered pursuant to this Section 7.04, will be

derived in all material respects from the books and records of the Target Companies, which books and records are and will be, in all

material respects, true, correct and complete and have been and will be maintained in all material respects in accordance with commercially

reasonable business practices. Such financial statements, when delivered, will have been prepared in all material respects in accordance

with GAAP consistently applied throughout the periods covered thereby (except, in the case of the Updated Interim Financial Statements,

for the absence of footnote disclosures and other presentation items required by GAAP and for year-end adjustments that will not be material)

and present fairly in all material respects the consolidated financial position, results of operations, income (loss), changes in equity

and cash flows of the Target Companies as of the dates and for the periods indicated in such financial statements in conformity with

GAAP (except, in the case of the Updated Interim Financial Statements, for the absence of footnote disclosures and other presentation

items required by GAAP and for year-end adjustments that will not be material).

Section 7.05 Purchaser

Public Filings. During the Interim Period, the Purchaser will keep current all of its public filings with the SEC (after giving

effect to all applicable extension periods) and otherwise comply in all material respects with applicable securities Laws, and shall

use its commercially reasonable efforts prior to the Closing to maintain the listing of the Purchaser Class A Ordinary Shares and the

Purchaser Public Warrants on Nasdaq; provided, that the Parties acknowledge and agree that (i) if Purchaser fails to timely file

any public filing with the SEC, such failure shall not be a breach of this Section 7.05 provided such public filing is made

before the effectiveness of the Registration Statement or the earlier termination of this Agreement pursuant to Section 9.01 (even

though such filing is late) and such late filing does not have a material adverse impact on the consummation of the Transactions and

(ii) from and after the Closing, the Parties intend to list on Nasdaq only the Pubco Class A-1 Common Stock and the Pubco Warrants.

Section 7.06 No Solicitation.

(a) For

purposes of this Agreement, (i) an “Acquisition Proposal” means any inquiry, proposal or offer, or any indication

of interest in making an offer or proposal (whether written or oral), from any Person or group at any time relating to an Alternative

Transaction (other than the Purchaser Parties and the Sponsor or their respective Representatives), and (ii) an “Alternative

Transaction” means (A) with respect to the Company and its Affiliates, a transaction or series of transactions (other than

the Transactions and the matters expressly permitted by clause (d) of this Section 7.06) concerning the sale (whether directly

or indirectly) of (x) all or any part of the business or assets of the Target Companies, (y) any of the membership interests or other

equity interests or profits of the Target Companies, in any case, whether such transaction takes the form of a sale of equity interests,

assets, merger, consolidation, issuance of debt securities, management Contract, joint venture or partnership, or otherwise, or (z) a

merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar

transaction involving the sale or disposition of the Target Companies, and (B) with respect to the Purchaser Parties and their respective

Affiliates, a transaction (other than the Transactions) concerning a Business Combination involving any Purchaser Party or any of their

respective Affiliates.

(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, each Party shall not, and shall cause its Representatives to not, without the prior written consent

of the Company and the Purchaser, directly or indirectly, (i) solicit, assist, initiate, engage in or facilitate the making,

submission or announcement of, or 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 in or participate in discussions or negotiations with any Person or group with respect to, or

that could reasonably be expected to lead to, an Acquisition Proposal, (iv) approve, endorse or recommend, or publicly propose to

approve, endorse or recommend, any Acquisition Proposal, (v) negotiate or enter into any letter of intent, agreement in principle,

acquisition agreement or other similar agreement related to any Acquisition Proposal, (vi) release any third Person from, or waive

any provision of, any confidentiality agreement to which such Party is a party, (vii) otherwise knowingly encourage or facilitate

any such inquiries, proposals, discussions or negotiations or any effort or attempt by any Person to make an Alternative

Transaction, or (viii) agree or otherwise commit to enter into or engage in any of the foregoing.

Party shall notify the others as promptly as practicable (and in any event within two (2) Business Days) in writing of the receipt by

such Party or any of its Representatives of (i) any inquiries, proposals or offers, requests for information or requests for discussions

or negotiations regarding or constituting any Acquisition Proposal, or any inquiries, proposals or offers, requests for information or

requests for discussions or negotiations that could be expected to result in an Acquisition Proposal, and (ii) any request for non-public

information relating to such Party or its Affiliates in connection with any Acquisition Proposal, specifying in each case the material

terms and conditions thereof (including a copy thereof if in writing or a written summary thereof if oral) and the identity of the party

making such inquiry, proposal, offer or request for information. Each Party shall keep the others promptly informed of the status of

any such inquiries, proposals, offers or requests for information. During the Interim Period, each Party shall, and shall cause its Representatives

to, immediately cease and cause to be terminated any solicitations, discussions or negotiations with any Person with respect to any Acquisition

Proposal and shall, and shall direct its Representatives to, cease and terminate any such solicitations, discussions or negotiations.

(d) Notwithstanding

anything in this Section 7.06 to the contrary, none of the following shall constitute an Acquisition Proposal or Alternative Transaction

or otherwise be prohibited by this Section 7.06 with respect to the Company or the other Target Companies: (i) the Permitted Series

A-1 Financing; (ii) any sale, transfer, assignment, distribution or other disposition by Phase Four, Inc. or Prime Movers of equity interests

in the Company or any Target Company to any Person, in each case (w) effected in compliance with the Company’s Organizational Documents,

the Investors’ Rights Agreement, the Member Support Agreement, any applicable lock-up, transfer restriction, right of first refusal,

right of first offer or co-sale provision and applicable Law, (x) that does not involve any new issuance of equity interests, equity-linked

interests, options, warrants, profits interests, Incentive Units, Management Incentive Units, UARs or other securities by any Target

Company, (y) that is conditioned upon, and accompanied by, the joinder by the transferee to the Member Support Agreement and other related

agreements as the Company may reasonably require, and (z) that does not impair, delay, interfere with or prevent the Transactions, including

the Recapitalization and obtaining of the Requisite Member Approval; and (iii) ordinary-course employee or service-provider equity grants

permitted under Section 7.02(b)(ii).

Section 7.07 No

Trading. The Company acknowledges and agrees that it is aware, and that the Company’s Affiliates are aware (and each of

their respective Representatives is aware or, upon receipt of any material non-public information of the Purchaser, will be advised),

of the restrictions imposed by U.S. federal securities Laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder,

or otherwise (the “Federal Securities Laws”), and other applicable foreign and domestic Laws on a Person possessing

material non-public information about a publicly traded company. The Company hereby agrees that, while it is in possession of such material

non-public information, it shall not, it shall cause its Subsidiaries not to, and it shall instruct its other Affiliates and Representatives

not to, purchase or sell any securities of the Purchaser (unless otherwise explicitly contemplated by this Agreement), communicate such

information to any third party, take any other action with respect to the Purchaser in violation of such Laws or cause or encourage any

third party to do any of the foregoing.

Section 7.08 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) 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; (b) receives any notice or other communication from any Governmental Authority in connection with

the Transactions; or (c) becomes aware of the commencement or threat, in writing, of any Legal Proceeding 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, in each case with respect to the consummation

of the Transactions. No such notice shall constitute an acknowledgment 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. In the event that any litigation related to this Agreement, any Ancillary

Document or the Transactions is brought, or, to the knowledge of the Parties, respectively, threatened, against such Party, or the board

of directors (or similar governing body) of such Party or any of its Subsidiaries, respectively, by a third party prior to the Closing,

such Party shall promptly notify the other Parties of any such litigation and keep the other Parties reasonably informed with respect

to the status thereof. Each Party shall provide the other Parties the opportunity to participate in (subject to a customary joint defense

agreement), but not control, the defense of any such litigation, shall give due consideration to the other Parties’ advice with

respect to such litigation, and shall not settle or agree to settle any such litigation without the prior written consent of the other

Parties, such consent not to be unreasonably withheld, conditioned or delayed.

Section 7.09 Efforts.

(a) Subject

to the terms and conditions of this Agreement, each Party shall use its reasonable best efforts, and shall cooperate reasonably 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 (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.

(b) In

furtherance and not in limitation of Section 7.09(a), to the extent required under any Laws that are designed to prohibit,

restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition

through merger or acquisition, including but not limited to under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as

amended (“HSR Act”) (collectively, “Antitrust Laws”), each Party hereto agrees to make any

required filing or application under Antitrust Laws, as applicable, at such Party’s sole cost and expense (except that any

fees or other amounts charged by any Governmental Authorities relating to such filings or applications will be paid by the Purchaser

and the Company on a 50/50 basis), with respect to the transactions contemplated hereby as promptly as practicable (but in any

event, within 15 business days of executing this Agreement for filings under the HSR Act), to supply as promptly as reasonably

practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to

take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting

periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for

under the Antitrust Laws. Each Party shall, in connection with its efforts to obtain all requisite approvals and authorizations for

the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate

in all respects with each other Party or its Affiliates in connection with any required 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 reasonable best efforts to cooperate in the filing of any memoranda, white

papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby,

articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental

Authority.

soon as reasonably practicable following the date of this Agreement, the Parties shall reasonably cooperate with each other and use (and

shall cause their respective Affiliates to use) their respective reasonable best efforts to prepare and file with Governmental Authorities

any requests for approval, to the extent applicable or required, of the transactions contemplated by this Agreement and shall use their

reasonable best efforts to have such Governmental Authorities approve the transactions contemplated by this Agreement. Each Party shall

give prompt written notice to the other Parties if such Party or any of its Representatives receives any notice from such Governmental

Authorities in connection with the transactions contemplated by this Agreement, and shall promptly furnish the other Parties with a copy

of such Governmental Authority notice. If any Governmental Authority requires that a hearing or meeting be held in connection with its

approval of the transactions contemplated hereby, whether prior to the Closing or after the Closing, each Party shall arrange for Representatives

of such Party to be present for such hearing or meeting. If any objections are asserted with respect to the transactions contemplated

by this Agreement under any applicable Law or if any Legal Proceeding 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 reasonable best efforts to resolve any such objections or Legal Proceedings

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 Legal Proceedings 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 Legal Proceeding 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 Legal Proceeding 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.

Section 7.10 Trust

Account. Upon satisfaction or waiver of the conditions set forth in Article VIII and provision of notice thereof to

the Trustee (which notice the Purchaser shall provide to the Trustee in accordance with the terms of the Trust Agreement), (i) in

accordance with and pursuant to the Trust Agreement, at the Closing, the Purchaser (A) shall cause any documents, opinions and

notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (B) shall use its reasonable

best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to, (1) pay as and when due all amounts payable

to the Purchaser Shareholders pursuant to the Redemption and (2) pay all remaining amounts then available in the Trust Account,

after payment of Purchaser Transaction Costs subject to the Purchaser Expense Cap, to the Purchaser for immediate use, subject to

this Agreement and the Trust Agreement, and (ii) thereafter, the Trust Account shall terminate, except as otherwise provided

therein.

Section 7.11 Tax

Matters.

(a) The

Parties hereby agree and acknowledge that, for U.S. federal, and applicable state and local, income Tax purposes, it is intended that

(i) the contribution by Series B Investors of the Series B Investment to the Company in exchange for Series B Preferred Units shall qualify

as a contribution to a partnership described in Section 721 of the Code, (ii) the Sponsor Share Conversion shall qualify as a “reorganization”

within the meaning of Section 368(a)(1)(E) of the Code, (iii) the Domestication shall qualify as a “reorganization” within

the meaning of Section 368(a)(1)(F) of the Code, (iv) the Merger, the Seller Contributions, the Preferred Contributions and the PIPE

Investment shall, taken together as an integrated transaction, qualify as an exchange described in Section 351 of the Code, (v) to the

extent the 368 Requirement (as defined below) is satisfied and to the extent permitted under applicable Law, the Merger shall also qualify

as a “reorganization” within the meaning of Section 368(a) of the Code, (vi) the Pubco Class B-1 Common Stock and the Pubco

Class B-2 Common Stock shall be treated as having a fair market value equal to the amount paid by the applicable Up-C Seller, (vii) the

contribution by Pubco to Purchaser of its Company Common Units, Series B Preferred Units, and cash shall qualify as an exchange described

in Section 351 of the Code, and (viii) the Closing Date Cash Contributions shall qualify as a contribution to a partnership described

in Section 721 of the Code (each, an “Intended Tax Treatment” and, collectively, the “Intended Tax Treatments”),

and that this Agreement constitutes, and hereby is adopted as, a “plan of reorganization” within the meaning of Treasury

Regulations Sections 1.368-2(g) and 1.368-3(a). For purposes of this Agreement, the “368 Requirement” shall be satisfied

if the amount of cash in the Trust Account immediately following the deduction of amounts required to satisfy the Redemption is not less

than fifty percent (50%) of the cash in the Trust Account immediately prior to such deduction. No Party shall knowingly take or knowingly

cause to be taken, or knowingly fail to take or knowingly cause to be failed to be taken, any action if such action or failure to act,

as the case may be, would reasonably be expected to prevent or impede the relevant portions of the Transactions from qualifying for their

respective Intended Tax Treatments. The Parties hereby agree to file all Tax Returns on a basis consistent with the Intended Tax Treatments

unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code or a change in

applicable Law. Each Party agrees to use reasonable best efforts to promptly notify all other Parties of any challenge to the qualification

of any relevant portion of the Transactions for its Intended Tax Treatment by any Governmental Authority.

(b) All

transfer, documentary, sales, use, stamp, registration, excise, recording, value-added and other such similar Taxes and fees (including

any penalties and interest) (“Transfer Taxes”) (i) imposed with respect to the Redemptions, the Sponsor Share Conversion,

the Domestication and the Merger shall be borne and paid by Pubco, and (ii) imposed with respect to the Transactions not described in

clause (i) shall be borne and paid by the relevant Target Companies. The Party responsible pursuant to the foregoing sentence shall,

at their own expense, timely file all necessary Tax Returns or other documentation with respect to such Transfer Taxes and, if required

by applicable Law, the other Parties shall join in the execution of any such Tax Returns or other documentation.

respect to any Tax Proceeding of any Target Company treated as a partnership for U.S. federal income tax purposes for any taxable

period (or portion thereof) ending on or prior to the Closing Date and that is governed under subchapter C of Chapter 63 of the

Code, as amended by the Bipartisan Budget Act of 2015 (or any similar provision of state, local or non-U.S. Law), the Company (i)

shall, and shall cause its eligible Subsidiaries to, timely make an election under Section 6226 of the Code (or any similar

provision of state, local or non-U.S. Law) in accordance with applicable Law (and the Sellers expressly consent to, and shall

reasonably cooperate in the making of, all such elections), or (ii) shall make other arrangements reasonably satisfactory to Pubco

for each Seller to bear the economic burden of any “imputed underpayment” and any associated interest, adjustments to

tax and penalties (or similar liability imposed under other provisions of state, local or non-U.S. Law) attributable to such Seller,

as applicable. The Seller Tax Representative shall have the right (but not the obligation) to control any such Tax Proceeding; provided,

that Pubco shall have the right to participate in (at Pubco’s expense) any such Tax Proceeding, and the Seller Tax

Representative shall not settle, compromise, concede, amend any Tax Return or fail to contest, and shall not cause to be settled or

failed to be contested, any such Tax Proceeding in a manner that is reasonably expected to materially adversely affect Pubco without

the prior written consent of Pubco (such consent not to be unreasonably withheld, conditioned or delayed). If the Seller Tax

Representative does not elect to control such Tax Proceeding, Pubco shall (W) keep the Seller Tax Representative reasonably informed

of any such Tax Proceeding, (X) allow the Seller Tax Representative to participate in (at the Sellers’ expense) any such Tax

Proceeding, (Y) allow the Seller Tax Representative to make reasonable comments to Pubco and the Company’s “partnership

representative” regarding such Tax Proceeding and shall consider in good faith incorporating any such comments, and (Z) not

cause to be settled any such Tax Proceeding without the prior written consent of the Seller Tax Representative (which consent not to

be unreasonably withheld, conditioned or delayed). The Company shall, and shall cause all of its eligible Subsidiaries to, make or

cause to remain in effect, as applicable, a valid election under Section 754 of the Code (and any similar provision of state, local

or non-U.S. Law) for any taxable period that includes the Closing Date, and shall provide Pubco with evidence reasonably

satisfactory to Pubco that each such election is valid, timely and effective.

(d) The

Purchaser and the Target Companies shall terminate or cause to be terminated any and all Tax sharing, allocation, indemnification or

similar agreements, arrangements or undertakings to which the Target Companies or the Purchaser, as applicable, are a party, are bound

by or have an obligation thereunder (other than customary commercial agreements entered into in the ordinary course of business the primary

purpose of which is not the sharing of Taxes, and excluding, for the avoidance of doubt, the Company A&R Operating Agreement and

the Tax Receivable Agreement) in effect, whether written or unwritten, on the Closing Date for any Tax liability of another Person, regardless

of the period in which such Tax liability arises, and there shall be no continuing obligation for the Target Companies or the Purchaser,

as applicable, to make any payments under any such agreements, arrangements or undertakings.

(e) Each

Party shall reasonably cooperate (and shall cause its Affiliates to reasonably cooperate), as and to the extent reasonably requested

by the other Parties, in connection with the preparation and filing of Tax Returns of the Target Companies and any Tax Proceeding of

the Target Companies. Such cooperation shall include the provision of records and information that are reasonably relevant to any

such Tax Return or Tax Proceeding and making employees available on a mutually convenient basis to provide additional information

and explanation of any material provided hereunder. Following the Closing, the Purchaser, the Sellers and the Company shall (and the

Company shall cause the other Target Companies to) retain all books and records with respect to Tax matters pertinent to the Target

Companies for any taxable period beginning on or prior to the Closing Date until the seven (7)-year anniversary of the Closing Date.

The Sellers shall (and shall cause their respective Affiliates (other than the Purchaser or the Target Companies after the Closing)

to) provide any information within their possession that is reasonably requested to allow the Purchaser, Pubco, or any Target

Company (i) to comply with any information-reporting or withholding requirements contained in the Code or other applicable Tax Law,

or to compute the amount of payroll or other employment Taxes due with respect to any payment made in connection with this

Agreement, or (ii) to determine, support or report any capital account, Tax basis, holding period, Section 704(c) amount, Section

743(b) adjustment, Section 751 amount, Section 754 election, TRA schedule, Tax attribute, withholding position or other Tax item

relevant to the Transactions or the post-Closing ownership and operation of the Company. In addition, each Party shall, and shall

cause its Affiliates to, reasonably cooperate, to the extent reasonably requested by the Party controlling a Tax Proceeding pursuant

to Section 7.11(c), in connection with the designation or replacement of the “partnership representative” (within

the meaning of Section 6223 of the Code, or any analogous provision of state, local or non-U.S. Law) of any Target Company treated

as a partnership for U.S. federal income tax purposes for any taxable period that is the subject of such Tax Proceeding, including

by executing any documents or instruments reasonably necessary to effectuate such designation or replacement in accordance with

applicable Law.

(f) Following

the Closing Date, Pubco shall reasonably cooperate with the shareholders of the Purchaser prior to the Closing Date to make available

to any such shareholder who so requests information reasonably necessary for such shareholder (or its direct or indirect owners) to compute

any income or gain arising (i) if applicable, as a result of the Purchaser’s status as a “passive foreign investment company”

within the meaning of Section 1297(a) of the Code or a “controlled foreign corporation” within the meaning of Section 957(a)

of the Code for any taxable period ending on or prior to the Closing Date, including timely (A) publicly posting a PFIC Annual Information

Statement to enable such holders to make a “Qualifying Electing Fund” election under Section 1295 of the Code for such taxable

period, and (B) providing information to enable applicable holders to report their allocable share of “subpart F” income

under Section 951 of the Code for such taxable period, and (ii) under Section 367(b) of the Code and the Treasury Regulations promulgated

thereunder as a result of the Transactions.

(g) At

or prior to the Closing, (i) if each Seller is a U.S. Person, each Seller shall deliver to Pubco a duly executed IRS Form W-9 or (ii)

if any Seller is not a U.S. Person, (1) each Seller that is a U.S. Person shall deliver to Pubco a duly executed IRS Form W-9, (2) the

Company shall deliver to Pubco a certification dated as of the Closing Date and signed by an authorized officer of the Company under

penalties of perjury, in form and substance reasonably satisfactory to the Purchaser, that, as of the Closing Date, (i) fifty percent

(50%) or more of the value of the gross assets of the Company does not consist of “United States real property interests”

within the meaning of Section 897(c)(1) of the Code and (ii) ninety percent (90%) or more of the value of the gross assets of the Company

does not consist of “United States real property interests” within the meaning of Section 897(c)(1) of the Code plus cash

or cash equivalents (the “FIRPTA Certificate”), and (3) each Seller that is not a U.S. Person shall deliver to Pubco

a certification, dated as of the Closing Date and signed under penalties of perjury, in form and substance reasonably satisfactory to

the Purchaser, certifying that the transfer of such Seller’s interest in the Company pursuant to this Agreement qualifies for nonrecognition

treatment for U.S. federal income tax purposes and is therefore exempt from withholding under Section 1446(f) of the Code, in each case

in accordance with Treasury Regulations Section 1.1446(f)-2(b)(6) (collectively, the “Section 1446(f) Certifications”).

(h) None

of the Parties shall take any action, or engage in any transaction, that would result in the liquidation of Purchaser for U.S. federal

income tax purposes in the taxable year including the Closing Date and the following two subsequent taxable years.

Section 7.12 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 practicable all documentation to effect all necessary notices, reports and other filings.

Section 7.13 The

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

(a) Registration Statement and Prospectus.

(i) As

promptly as practicable after the execution of this Agreement and receipt by the Purchaser of the PCAOB Financial Statements, the Updated

Interim Financial Statements and any other audited or unaudited financial statements of the Target Companies that are required by applicable

Law to be included in the Proxy Statement/Registration Statement, (x) the Purchaser, Pubco and the Company shall jointly prepare, and

Pubco and the Company shall file with the SEC the Registration Statement, in which the Proxy Statement (as defined below) will be included

as a prospectus (the “Proxy Statement/Registration Statement”), in connection with the registration under the Securities

Act of the issuance of the securities to be issued in order to give effect to the Transactions contemplated hereby (such securities with

respect to which the registration of such issuance is permitted and required, the “Registration Statement Securities”)

and (y) the Purchaser, Pubco and the Company shall jointly prepare, and the Purchaser and Pubco shall file with the SEC, mutually acceptable

materials that shall include the proxy statement to be filed with the SEC as part of the Registration Statement and sent to the Purchaser

Shareholders relating to the Purchaser Shareholders’ Meeting (such proxy statement, together with any amendments or supplements

thereto, the “Proxy Statement”). The filing fees payable to the SEC in connection with the Proxy Statement/Registration

Statement will be split 50/50 by the Purchaser and the Company. Each of the Purchaser, Pubco and the Company shall use its reasonable

best efforts to cause the Proxy Statement/Registration Statement to comply with the rules and regulations promulgated by the SEC, to

have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep

the Registration Statement effective as long as is necessary to consummate the Transactions. Notwithstanding anything to the contrary

in this Agreement, neither the Company’s counsel nor any of the Company’s tax advisors shall be required to provide an opinion

with respect to any Tax matter relating to or affecting the Purchaser, Pubco, the Sponsor or any of their respective shareholders, and

none of the Company’s counsel, the Company’s tax advisors, the Purchaser’s counsel, the Purchaser’s tax advisors,

Pubco’s counsel or Pubco’s tax advisors shall be required to provide a tax opinion as a condition to the Closing. In the

event a tax opinion is required by the SEC (or its staff) to be provided in connection with the Proxy Statement/Registration Statement,

the Parties shall use their respective reasonable best efforts to cause such opinion to be provided by a tax counsel, including by cooperating,

and causing their Affiliates to cooperate, to facilitate the issuance of such opinion and, to the extent requested by such counsel, execute

and deliver customary tax representation letters to such tax counsel in form and substance reasonably satisfactory to such counsel for

purposes of delivering such opinion. The Parties shall use their respective reasonable best efforts to obtain all necessary state securities

law or “Blue Sky” permits and approvals required to consummate the Transactions, and the Company shall furnish all information

concerning the Target Companies and any of their respective members or stockholders as may be reasonably requested in connection with

any such action. Each of the Purchaser, Pubco and the Company shall furnish to the other Parties all information concerning itself, its

Subsidiaries, officers, directors, managers, stockholders and other equityholders, and such other matters as may be reasonably necessary

or advisable, or as may be reasonably requested, in connection with the Proxy Statement/Registration Statement, any Current Report on

Form 8-K filed pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application

made by or on behalf of the Purchaser, Pubco or the Target Companies to any regulatory authority (including Nasdaq) in connection with

the Transactions (collectively, the “Offer Documents”).

(ii) To

the extent not prohibited by Law, each of the Parties shall advise the other Parties, reasonably promptly after such Party receives

notice thereof, of (A) the time when the Proxy Statement/Registration Statement has become effective or any supplement or amendment

has been filed, (B) the issuance of any stop order or the suspension of the qualification of any of the Registration Statement

Securities for offering or sale in any jurisdiction, (C) the initiation or written threat of any proceeding for any such purpose or

(D) any request by the SEC for the amendment or supplement of the Proxy Statement/Registration Statement or for additional

information. To the extent not prohibited by Law, each Party shall provide the other Parties and their respective counsels with (1)

any comments or other communications, whether written or oral, that such Party or its counsel may receive from time to time from the

SEC or its staff with respect to the Proxy Statement/Registration Statement or any Offer Document, in each case promptly after

receipt of such comments or other communications, and (2) a reasonable opportunity to participate in the response to such comments

and to provide comments on such response (to which reasonable and good-faith consideration shall be given), including by

participating in any discussions or meetings with the SEC.

(iii) Each

of the Purchaser, Pubco and the Company shall use reasonable best efforts to ensure that none of the information supplied by or on its

behalf for inclusion or incorporation by reference in (A) the Registration Statement will, at the time the Registration Statement is

filed with the SEC, at each time at which it is amended and at the time it becomes effective under the Securities Act, contain any untrue

statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein

not misleading, or (B) the Proxy Statement will, at the date it is first mailed to the Purchaser Shareholders and at the time of the

Purchaser Shareholders’ Meeting, 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.

(iv) If

at any time prior to the Closing any information relating to the Company, the Purchaser, Pubco or any of their respective Subsidiaries,

Affiliates, directors, managers or officers is discovered by the Company, the Purchaser or Pubco that is required to be set forth in

an amendment or supplement to the Proxy Statement or the Registration Statement, so that neither of such documents would include any

misstatement of a material fact or omit to state any material fact necessary to make the statements therein, with respect to the Proxy

Statement, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall

promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be promptly filed with

the SEC and, to the extent required by Law, disseminated to the Purchaser Shareholders.

(b) Purchaser

Shareholder Approval. The Purchaser shall (a) as promptly as reasonably practicable after the Registration Statement is declared

effective under the Securities Act, (i) cause the Proxy Statement to be disseminated to the Purchaser Shareholders in compliance

with applicable Law, (ii) solely with respect to the following clause (1), duly (1) give notice of and (2) convene and hold an

extraordinary general meeting of the Purchaser Shareholders (the “Purchaser Shareholders’ Meeting”) in

accordance with the Purchaser’s Organizational Documents and applicable Law, for a date no later than thirty (30) Business

Days following the date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of Purchaser

Ordinary Shares to vote in favor of each of the Transaction Proposals, and (b) provide the Purchaser Shareholders with the

opportunity to elect to effect a Redemption in conjunction with the shareholder vote on the Transaction Proposals. The Purchaser

shall, through its board of directors, recommend to the Purchaser Shareholders (A) the adoption and approval of this Agreement and

the transactions contemplated hereby in accordance with applicable Law and exchange rules and regulations, (B) the approval of the

Domestication, (C) the approval and adoption of the Purchaser Charter upon Domestication and the Purchaser Bylaws upon

Domestication, including any separate or unbundled advisory proposals as are required to implement the foregoing, (D) the approval

of the Merger, including the form of certificate of merger, plan of merger and merger agreement to be entered into with respect

thereto, (E) the approval of the Pubco Charter and the Pubco Bylaws, and any separate or unbundled advisory proposals as are

required to implement the foregoing, (F) the approval of the adoption of the LTIP and any Founder Incentive Arrangement submitted

for shareholder approval, (G) the approval of the election or appointment of the directors of Pubco as designated in accordance with

this Agreement, (H) the adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary

in its comments to the Registration Statement or correspondence related thereto, (I) the adoption and approval of any other

proposals as reasonably agreed by the Purchaser and the Company to be necessary or appropriate in connection with the Transactions,

and (J) the adjournment of the Purchaser Shareholders’ Meeting to a later date or dates, solely to the extent necessary (x) to

permit further solicitation and vote of proxies in the event that there are insufficient votes to approve any of the foregoing

Transaction Proposals, (y) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure

that the Purchaser has determined in good faith (after consultation with the Company and outside legal counsel) is required under

applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Purchaser Shareholders prior

to the Purchaser Shareholders’ Meeting, or (z) if the Purchaser determines in good faith that one or more of the conditions to

Closing set forth in Article VIII is not or will not be satisfied or waived and is reasonably capable of being satisfied

prior to the Outside Date (such proposals in (A) through (J), together, the “Transaction Proposals”), and shall

include such recommendation in the Proxy Statement. The board of directors of the Purchaser shall not, except as required by

applicable Law, withdraw, amend, qualify or modify its recommendation to the Purchaser Shareholders that they vote in favor of the

Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the Purchaser

Shareholders described in the Recitals hereto, a “Modification in Recommendation”). To the fullest extent

permitted by applicable Law, (x) the Purchaser’s obligations to establish a record date for, duly call, give notice of,

convene and hold the Purchaser Shareholders’ Meeting shall not be affected by any Modification in Recommendation, (y) the

Purchaser agrees to establish a record date for, duly call, give notice of, convene and hold the Purchaser Shareholders’

Meeting and submit for approval the Transaction Proposals, and (z) the Purchaser agrees that if the Purchaser Shareholder Approvals

shall not have been obtained at any such Purchaser Shareholders’ Meeting, then the Purchaser shall promptly continue to take

all such necessary actions, including the actions required by this Section 7.13(b), and hold additional Purchaser

Shareholders’ Meetings in order to obtain the Purchaser Shareholder Approvals; provided, that, the Purchaser may

make one or more successive postponements or adjournments of the Purchaser Shareholders’ Meeting for any of the reasons set

forth in clause (J) above, subject to applicable Law and the Purchaser Organizational Documents; provided, further,

that no single postponement or adjournment shall exceed fifteen (15) Business Days, and the aggregate period of all postponements

and adjournments shall not exceed twenty (20) Business Days; provided, further, that any postponement or adjournment

beyond such twenty (20) Business Day period shall require the prior written consent of the Company (such consent not to be

unreasonably withheld, conditioned or delayed). The Purchaser agrees that it shall provide the holders of Purchaser Class A Ordinary

Shares the opportunity to elect redemption of such Purchaser Class A Ordinary Shares in connection with the Purchaser

Shareholders’ Meeting, as required by the Purchaser Organizational Documents (the “Redemption”).

(i) Upon the terms set forth in this Agreement, the Company shall solicit and obtain the Requisite Member Approval in the form of an

irrevocable written consent (the “Written Consent”) of each of the Required Members pursuant to the terms of the Member Support

Agreement promptly (and in any event within two Business Days) following the time at which the Registration Statement shall have been

declared effective under the Securities Act and delivered or otherwise made available to the Required Members. The Company shall provide

the Purchaser with copies of each Written Consent it receives within two (2) Business Days following receipt of such Written Consent.

(ii) If,

and only to the extent, the Requisite Member Approval is not delivered pursuant to Section 7.13(c)(i) within two Business

Days following the effectiveness of the Registration Statement (as declared effective under the Securities Act), the Company shall

take all action necessary to duly call, give notice of, convene and hold a meeting of the members of the Company as soon as

practicable, and, in connection therewith, the Company shall (a) mail an information statement and proxy solicitation, which shall

include the Registration Statement, in advance of such meeting for the purpose of soliciting from the members of the Company proxies

to vote in favor of the adoption of this Agreement and approval of the Transactions, and (b) use its reasonable best efforts to

secure the vote or consent of the members of the Company required by applicable Law to obtain such approval. The Company shall keep

the Purchaser updated with respect to proxy solicitation results as requested by the Purchaser. Once the member meeting of the

Company has been duly called and noticed, the Company shall not postpone or adjourn such meeting without the consent of the

Purchaser (other than (i) in order to obtain a quorum of members of the Company or (ii) as reasonably determined by the Company to

comply with applicable Law). The Company shall use its reasonable best efforts to cooperate with the Purchaser to hold the member

meeting of the Company prior to, or on the same day and at the same time as, the Purchaser Shareholders’ Meeting as soon as

reasonably practicable after the date of this Agreement, and to set the same record date for each such meeting.

(d) Pubco

and Merger Sub Approvals.

(i) Promptly

(and in any event prior to the filing of the Registration Statement) following the date of this Agreement, (i) Pubco, in its capacity

as the sole stockholder of Merger Sub, shall approve, adopt and ratify, by irrevocable written consent in lieu of a meeting in accordance

with the DGCL and Merger Sub’s Organizational Documents, this Agreement, the Merger (including the form of certificate of merger,

plan of merger and merger agreement to be entered into with respect thereto) and the other Transactions and Ancillary Documents to which

Merger Sub is, or is contemplated to become, a party, and (ii) Purchaser, in its capacity as the sole stockholder of Pubco shall approve,

adopt and ratify, by irrevocable written consent in lieu of a meeting in accordance with the DGCL and Pubco’s Organizational Documents,

this Agreement, the Ancillary Documents to which it is or will be a party and the transactions contemplated hereby and thereby, including

the Merger, the adoption of the Pubco Charter and the Pubco Bylaws (including the authorization of the Pubco Class A-1 Common Stock,

the Pubco Class A-2 Common Stock, the Pubco Class B-1 Common Stock, the Pubco Class B-2 Common Stock and the Pubco Convertible Preferred

Stock), the issuance of the Registration Statement Securities, the adoption of the LTIP and any Founder Incentive Arrangement submitted

for stockholder approval, the election or appointment of the initial directors of Pubco as designated in accordance with this Agreement,

and the other Transactions and Ancillary Documents to which Pubco is, or is contemplated to become, a party. The Purchaser shall provide

to the Company copies of each such written consent within two (2) Business Days following its execution. The Purchaser shall not, and

shall cause its Affiliates not to, amend, modify, withdraw, revoke or terminate any such written consent, or release any party thereto

from any obligation thereunder, in each case without the prior written consent of the Company.

Section 7.14 Equity Incentive Matters.

(a) Equity Incentive Plan.

(i) Prior

to the Closing Date, Pubco shall approve and adopt an equity incentive plan, in a form to be mutually agreed by the Purchaser, Pubco

and the Company, that provides for grants of awards to eligible service providers (the “LTIP”). The LTIP shall have

an initial share reserve, evergreen and other plan terms to be mutually agreed by the Purchaser, Pubco and the Company based on benchmarking

against applicable peer-group public companies and consultation with an independent outside compensation advisor mutually acceptable

to the Parties. Notwithstanding anything to the contrary in Section 7.13, the Purchaser shall not be obligated to present the

LTIP to the Purchaser Shareholders for approval unless the material terms of the LTIP are agreed prior to the second submission or filing

of, and the form of LTIP is available to be filed with, the second submission or filing of the Proxy Statement/Registration Statement,

provided that, the Purchaser and Company agree to negotiate in good faith, the terms of the LTIP such that the LTIP will be in agreed

to form to submit for Purchaser Shareholders approval.

(b)

Founder Incentive Arrangement.

(i) In

connection with the Closing, Pubco or the Company shall establish a post-Closing founder incentive arrangement (the “Founder

Incentive Arrangement”) providing for one or more performance-based equity awards to Kamal Ghaffarian or an entity designated

by Kamal Ghaffarian (the “Founder Participant”) and to other members of executive management (the “Management

Participants”), in each case on the terms set forth on Schedule D of the Company Disclosure Letter (which schedule shall

be agreed by the Parties at or prior to the execution of this Agreement and, once agreed, shall not be amended without the written consent

of each of the Parties and the Founder Participant).

(ii) The form of award, structure and delivery mechanism applicable to the Founder Participant’s allocation and the Management

Participants’ allocation under the Founder Incentive Arrangement shall be determined by the Founder Participant, subject to the

consent of Pubco (such consent not to be unreasonably withheld, conditioned or delayed). Awards under the Founder Incentive Arrangement

may be granted under the LTIP, under any other stockholder-approved Pubco equity plan, or directly by the Company (including pursuant

to the Company A&R Operating Agreement), in each case as determined by the Founder Participant, subject to the consent of Pubco (such

consent not to be unreasonably withheld, conditioned or delayed), in accordance with this Section 7.14(b), provided, however,

that such awards shall not be counted against the shares allocated to the LTIP under Section 7.14(b)(ii).

(iii) Notwithstanding

anything to the contrary in Section 7.13, the Purchaser shall not be obligated to present the Founder Incentive Arrangement to

the Purchaser Shareholders for approval unless the material terms of the Founder Incentive Arrangement are agreed prior to the second

submission or filing of, and the form of any document that will evidence the Founder Incentive Arrangement is available to be filed with,

the second submission or filing of the Proxy Statement/Registration Statement; provided, that, the Purchaser and the Company

agree to negotiate in good faith the terms of the Founder Incentive Arrangement such that the Founder Incentive Arrangement will be in

agreed form to submit for Purchaser Shareholders’ approval. The material terms of the Founder Incentive Arrangement shall be disclosed

in the Proxy Statement/Registration Statement to the extent required by applicable Law.

(i) Notwithstanding

anything herein to the contrary, each of the Parties acknowledges and agrees that all provisions contained in this Section 7.14

are included for the sole benefit of the Purchaser Parties, the Company, and the Founder Participant, and that nothing in this Agreement,

whether express or implied, (i) shall be construed to establish, amend or modify any employee benefit plan, program, agreement or arrangement,

(ii) shall limit the right of any Purchaser Party, the Company or any of their respective Affiliates to amend, terminate or otherwise

modify any Company Benefit Plan or any other employee benefit plan, agreement or other arrangement following the Closing Date, other

than to the extent that the consent of the Founder Participant is required by the terms of this Agreement or such Company Benefit Plan,

or (iii) shall confer upon any Person who is not a party to this Agreement (including any equityholder, any current or former director,

manager, officer, employee or independent contractor of the Company, or any participant in any Company Benefit Plan or any other employee

benefit plan, agreement or other arrangement (or any dependent or beneficiary thereof)), other than the Founder Participant, any right

to continued or resumed employment or recall, any right to compensation or benefits or any third-party beneficiary or other right of

any kind or nature whatsoever.

Section 7.15 Public

Announcements.

(a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement, the Ancillary

Documents or the Transactions shall be issued by any Party or any of its Affiliates without the prior written consent of the Purchaser

and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may

be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially

reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such

release or announcement in advance of such issuance.

(b) The

Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four

(4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”).

Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing

Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the

Company shall review, comment upon and approve (such approval not to be unreasonably withheld, conditioned or delayed) prior to filing

(with the Purchaser delivering a draft of the Signing Filing to the Company no later than the second (2nd) Business Day, and the Company

reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day, after the execution

of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within

four (4) Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press

Release”). Promptly after the issuance of the Closing Press Release, Pubco 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 review, comment upon and approve (such approval not to be unreasonably withheld, conditioned or delayed) prior to filing.

In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release, the Closing Filing 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, each Party shall, upon request by any other Party, furnish the Parties with all information

concerning themselves, their respective directors, officers and equityholders and such other matters as may be reasonably necessary or

advisable in connection with the Transactions, 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.

Section 7.16 Confidential

Information.

(a) The Parties acknowledge and agree that the Confidentiality Agreement, dated as of March 31, 2026, by and between the Company and

the Purchaser (the “Confidentiality Agreement”), shall remain in full force and effect in accordance with its terms,

except to the extent expressly superseded or modified by this Agreement, the Ancillary Documents or any subsequent written agreement between

the Company and the Purchaser.

(b) The

Company hereby agrees that during the Interim Period and, in the event that this Agreement is terminated in accordance with Article

IX, for a period of two (2) years after such termination, the Company shall, and shall cause its Representatives to: (i) treat

and hold in strict confidence any Purchaser Confidential Information, and not use any Purchaser Confidential Information for any

purpose (except in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents,

performing their obligations hereunder or thereunder, enforcing their rights hereunder or thereunder, or in furtherance of their

authorized duties on behalf of the Purchaser), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise

make available to any third party any Purchaser Confidential Information without the Purchaser’s prior written consent; and

(ii) in the event that the Company or any of its Representatives becomes legally compelled to disclose any Purchaser Confidential

Information, (A) provide the Purchaser to the extent legally permitted with prompt written notice of such requirement so that the

Purchaser or an Affiliate thereof may seek, at the Purchaser’s cost, a protective Order or other remedy or waive compliance

with this Section 7.16(b), and (B) in the event that such protective Order or other remedy is not obtained, or the Purchaser

waives compliance with this Section 7.16(b), furnish only that portion of such Purchaser Confidential Information that is

legally required to be disclosed; provided, that with respect to Purchaser Confidential Information constituting trade

secrets under applicable Law, such covenants shall apply for as long as such Purchaser Confidential Information constitutes a trade

secret under applicable Law and continues to constitute Purchaser Confidential Information under this Agreement. In the event that

this Agreement is terminated and the Transactions are not consummated, the Company shall, and shall cause its Representatives to,

promptly deliver to the Purchaser or destroy (at the Purchaser’s election) any and all copies (in whatever form or medium) of

Purchaser Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related

thereto or based thereon; provided, however, that the Company and its Representatives shall be entitled to keep any records

required by applicable Law or bona fide record retention policies; and provided, further, that any Purchaser Confidential

Information that is not returned or destroyed shall remain subject to the confidentiality obligations set forth in this

Agreement.

Purchaser Party hereby agrees that during the Interim Period and, in the event that this Agreement is terminated in accordance with Article

IX, for a period of two (2) years after such termination, it shall, and shall cause the Sponsor and their respective

Representatives to: (i) treat and hold in strict confidence any Company Confidential Information, and not use any Company

Confidential Information 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 rights hereunder or

thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party

any Company Confidential Information without the Company’s prior written consent; and (ii) in the event that the Purchaser

Party or any of its Representatives 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 7.16(c), and (B) in

the event that such protective Order or other remedy is not obtained, or the Company waives compliance with this Section

7.16(c), furnish only that portion of such Company Confidential Information which is legally required to be provided as advised

in writing by outside counsel and use commercially reasonable efforts to obtain assurances that confidential treatment will be

accorded such Company Confidential Information; provided, that with respect to Company Confidential Information constituting

trade secrets under applicable Law, such covenants shall apply for as long as such information constitutes a trade secret under

applicable Law and continues to constitute Company Confidential Information under this Agreement. In the event that this Agreement

is terminated and the Transactions are not consummated, each Purchaser Party shall, and shall cause its Representatives to, promptly

deliver to the Company or destroy (at the Company’s election) any and all copies (in whatever form or medium) of Company

Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or

based thereon; provided, however, that the Purchaser Party and its Representatives shall be entitled to keep any records

required by applicable Law or bona fide record retention policies; and provided, further, that any Company Confidential

Information not returned or destroyed shall remain subject to the confidentiality obligations set forth in this Agreement.

Notwithstanding the foregoing, the Purchaser Party and its Representatives shall be permitted to disclose any Company Confidential

Information to the extent required by the Federal Securities Laws. Without limiting the foregoing, and unless otherwise required by

applicable Law, the Purchaser shall not, and shall cause its Representatives not to, disclose any material non-public technical

information, classified information, controlled unclassified information, export-controlled data or government-contract information

of any Target Company to any Foreign Person in violation of the DPA, Export Controls and Sanctions or any other applicable

national-security Law without the prior written consent of the Company and any required approval under applicable Law.

Section 7.17 Post-Closing

Board of Directors and Executive Officers.

(a) The

Parties shall take all necessary action within their power so that, effective as of the Closing, the board of directors of Pubco (the

“Pubco Board”) shall (i) consist of seven (7) directors (appointed in accordance with applicable Nasdaq rules), (ii)

be a single class of directors, with all directors elected annually and not subject to any classified, staggered or term-limited structure,

and (iii) be comprised of (A) one (1) Person designated by the Purchaser prior to the Closing, who shall satisfy applicable Nasdaq independence

and other listing requirements, and (B) the remaining Persons, all of whom shall be designated by the Company prior to the Closing. At

or prior to the Closing, the Company, the Purchaser and Pubco shall provide each initial director of Pubco with a customary director

indemnification agreement, in form and substance reasonably acceptable to such director, the Company, the Purchaser and Pubco.

(b) The

Parties shall take all action necessary so that the individuals serving as the executive officers of Pubco immediately after the Closing

will be individuals the Company desires to appoint to such roles.

Section 7.18 Indemnification

of Directors and Officers; Tail Insurance.

(a) The

Parties agree that for a period of six (6) years from the Closing Date, the Parties shall, and shall cause the Purchaser and the Target

Companies to, maintain in effect the exculpation, indemnification and advancement of expenses provisions in favor of any individual who,

at or prior to the Closing, was a director, officer, employee or agent of the Purchaser or any Target Company, or who, at the request

of the Parties, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust,

pension or other employee benefit plan or enterprise (each, together with such Person’s heirs, executors or administrators, a “D&O

Indemnified Party”), of the Purchaser’s and the Target Companies’ respective Organizational Documents as in effect

immediately prior to the Closing Date or in any indemnification agreements of the Purchaser or any Target Company with any D&O Indemnified

Party as in effect immediately prior to the Closing Date, and the Parties shall, and shall cause the Purchaser and the Target Companies

to, not amend, repeal or otherwise modify any such provision in any manner that would adversely affect the rights thereunder of any D&O

Indemnified Party; provided, that all rights to indemnification or advancement of expenses in respect of any Legal Proceeding

pending or asserted, or any claim made, within such period shall continue until the disposition of such Legal Proceeding or resolution

of such claim. From and after the Closing Date, Pubco shall cause the Purchaser and the Target Companies to honor, in accordance with

their respective terms, each of the covenants contained in this Section 7.18 without limit as to time.

(b) At

or prior to the Closing, Pubco shall purchase a “tail” directors’ and officers’ liability insurance policy

(the “D&O Tail”) in respect of acts or omissions occurring prior to the Closing covering each Person that is

a director or officer of the Purchaser or a Target Company currently covered by a directors’ and officers’ liability

insurance policy of the Purchaser or one or more Target Companies, respectively, on terms with respect to coverage, deductibles and

amounts no less favorable than those of such applicable policy in effect on the date of this Agreement for the six (6) year period

following the Closing; provided, that in no event shall Pubco be required to expend on the premium thereof in excess of three

hundred percent (300%) of the aggregate annual premiums currently payable by the Purchaser or the Target Companies with respect to

such current policies (the “Premium Cap”); provided, further, that if the minimum required coverage under

any such D&O Tail is or becomes not available at the Premium Cap, then any such D&O Tail shall contain the maximum coverage

available at the Premium Cap. Pubco shall maintain the D&O Tail in full force and effect for its full term and cause all

obligations thereunder to be honored by the Purchaser and the Target Companies, as applicable, and no other party shall have any

further obligation to purchase or pay for such insurance pursuant to this Section 7.18(b).

rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Person may

have under the Organizational Documents of the Purchaser, Pubco or any Target Company, any other indemnification arrangement, any Law

or otherwise. The obligations of Pubco, the Purchaser and the Target Companies under this Section 7.18 shall not be terminated

or modified after the Closing in such a manner as to materially and adversely affect any D&O Indemnified Party without the consent

of such D&O Indemnified Party. The provisions of this Section 7.18 shall survive the Closing and are expressly intended to

benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this

Section 7.18.

(d) If Pubco, the Purchaser or, after the Closing, any Target Company, or any of their respective successors or assigns: (i) consolidates

with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers

or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provision shall be made

so that the successors and assigns of Pubco, the Purchaser or such Target Company, as applicable, assume the obligations set forth in

this Section 7.18.

Section 7.19 PIPE Investment; Prime Movers Financing.

(a) The

Purchaser, Pubco and the Company shall use their respective reasonable best efforts to obtain commitments to the PIPE Investment in an

aggregate amount of at least $300 million pursuant to PIPE Subscription Agreements on terms mutually agreed to by the Purchaser Parties

and the Company. The Purchaser Parties will notify the Company promptly if any PIPE Subscription Agreement is no longer in full force

and effect or has been withdrawn or terminated, or otherwise amended or modified, in any respect, and if any withdrawal, termination,

amendment or modification is contemplated by Pubco. Pubco will notify the Company promptly if any event occurs that, with or without

notice, lapse of time or both, would constitute a default or breach on the part of Pubco under any term or condition of any PIPE Subscription

Agreement or if Pubco has any reason to believe that it will be unable to satisfy in all material respects on a timely basis any term

or condition of closing to be satisfied by it contained in any PIPE Subscription Agreement. Each of the Purchaser Parties and the Company

shall use its reasonable best efforts to take, or cause to be taken, all actions required to be taken by such party to cause the conditions

to the closing of the PIPE Investment set forth in the PIPE Subscription Agreements to be satisfied (other than those conditions that

by their nature are to be satisfied at the Closing, but subject to the satisfaction of those conditions at the Closing).

(b) Prime

Movers Financing. The Purchaser Parties shall use commercially reasonable efforts to arrange, on terms reasonably acceptable to the

Company, financing arrangements outside the PIPE Investment in an aggregate amount of up to approximately $32,000,000 to facilitate the

purchase of all or a portion of the equity interests in the Company held by Prime Movers and its Affiliates (the “Prime Movers

Financing”). For the avoidance of doubt, the Prime Movers Financing shall not be included in or calculated as Available Purchaser

Closing Cash or the Minimum Cash Condition unless expressly agreed in writing by the Company. No Purchaser Party shall enter into, amend,

modify or terminate any Contract relating to the Prime Movers Financing without the Company’s prior written consent.

Section 7.20 Recapitalization.

(a) The

Company shall effectuate the Recapitalization prior to the Closing. Without limiting the foregoing, the Recapitalization shall

contemplate: (i) the conversion, exchange, reclassification, cancellation, settlement, adjustment or other treatment of each

then-outstanding class or series of pre-Closing Company equity and equity-linked instruments, other than the Series B Preferred

Units and Series B Warrants issued to the Series B Investors in the Series B Investment, in each case consistent with this

Agreement, the Closing Member Schedule, the Exchange Schedule and the Requisite Member Approval and as required to support the Up-C

structure; (ii) the issuance or deemed issuance of Company Common Units to the Sellers, with each Seller classified on the Closing

Member Schedule and the Exchange Schedule as a Direct Pubco Seller or an Up-C Seller; (iii) the automatic and self-effectuating

Seller Contributions and Preferred Contributions in accordance with Section 1.01, including (A) the contribution by each

Direct Pubco Seller of all of such Direct Pubco Seller’s Company Common Units to Pubco in exchange for shares of Pubco Class

A-1 Common Stock and (B) the contribution by each Up-C Seller of the scheduled portion of such Up-C Seller’s Company Common

Units to Pubco in exchange for shares of Pubco Class A-1 Common Stock or Pubco Class A-2 Common Stock, as applicable, in each case

with such Up-C Seller retaining the balance of its Company Common Units; (iv) the issuance to each Up-C Seller (in its capacity as a

Class B Subscriber) of paired non-economic shares of Pubco Class B-1 Common Stock or Pubco Class B-2 Common Stock, pursuant to the

Seller Class B Subscription Agreement; (v) the issuance of shares of Pubco Convertible Preferred Stock in respect of the Series B

Preferred Units contributed to Pubco pursuant to the Preferred Contributions; (vi) the issuance of Preferred Investor Warrants in

respect of any Series B Warrants contributed to Pubco pursuant to the Warrant Contributions (if any); (vii) the post-Closing

exchange mechanics for retained Company Common Units, which shall be implemented through the Company A&R Operating Agreement;

(viii) the waiver, satisfaction or termination of applicable transfer restrictions, preemptive rights, rights of first refusal and

similar restrictions under the Company LLC Agreement, the Investors’ Rights Agreement, the ROFR/Co-Sale Agreement, the

Company’s vesting and restricted-unit agreements, the UAR Plan, the Management Incentive Plan and the Company Warrant

instruments; (ix) the admission of the Purchaser as a member of the Company and the withdrawal of the Direct Pubco Sellers (in their

capacity as Sellers) from membership in the Company following the Seller Contributions, with the Up-C Sellers continuing as members

of the Company in respect of their retained Company Common Units; and (x) the update of the books and records of the Company to

reflect the Recapitalization, the Seller Contributions, the Preferred Contributions, the issuance of Company Common Units and Series

B Preferred Units to the Purchaser in respect of the Closing Date Cash Contributions and the admissions and withdrawals contemplated

by clause (ix). For the avoidance of doubt, other than the Requisite Member Approval, no separate contribution or other standalone

agreements or instruments shall be required to effect the mandatory scheduled Seller Contributions or any other transfer of Company

equity or equity-linked instruments contemplated by this Agreement.

(b) No

later than two (2) Business Days prior to the Closing, the Company shall deliver to the Purchaser and Pubco the “Closing Member

Schedule” as set forth on Section 7.20(b) of the Company Disclosure Letter, reflecting the agreed allocation and treatment

of Company Common Units, Series B Preferred Units and other Company securities, and the corresponding shares of Pubco Class B-1 Common

Stock and Pubco Class B-2 Common Stock, in each case as contemplated by this Agreement.

Section 7.21 Domestication.

Subject to receipt of the Purchaser Shareholder Approvals, (i) immediately prior to the Domestication, the Purchaser shall, in

accordance with the Purchaser’s Organizational Documents and applicable Law, cause the Sponsor Share Conversion to become

effective, and (ii) at least one (1) day prior to the Closing Date, the Purchaser shall, in accordance with applicable Law

(including section 206 of the Cayman Companies Act), the applicable rules and regulations of the SEC and Nasdaq, and the

Purchaser’s Organizational Documents, cause the Domestication to become effective, including by (a) filing with the Delaware

Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to

the Purchaser and the Company, together with the Purchaser Charter upon Domestication, in each case in accordance with the

provisions thereof and applicable Law, (b) completing, making and procuring all filings required to be made with the Cayman

Registrar in connection with the Domestication, and file with the Cayman Registrar all applicable notices, declarations, affidavits,

statements of assets and liabilities, shareholder approvals, undertakings and other documents required to be filed, pay all

applicable fees required to be paid and cause the satisfaction of all other conditions to deregistration required to be satisfied,

in each case, under section 206 of the Cayman Companies Act, (c) obtaining a certificate of de-registration from the Cayman

Registrar, and (d) adopting the Purchaser Bylaws upon Domestication, in form and substance approved by the Company.

Section 7.22 Affiliate

Agreements. Except as set forth on Section 7.22 of the Company Disclosure Letter, all agreements with Related Persons

shall be terminated or settled at or prior to the Closing without further liability to Pubco, the Purchaser or the Target Companies.

Section 7.23 Listing.

The Parties shall use their reasonable best efforts to cause: (a) Pubco’s initial listing application with Nasdaq in connection

with the transactions contemplated by this Agreement to have been approved: (b) Pubco to satisfy all applicable initial and continuing

listing requirements of Nasdaq; and (c) the shares of Pubco Class A-1 Common Stock and the Pubco Warrants issuable in accordance with

this Agreement to be approved for listing on Nasdaq. The Company and its counsel shall prepare, file, and respond to supplemental information

requests with respect to, an application to list such securities on Nasdaq (and the Purchaser and Pubco shall reasonably cooperate in

connection therewith), as promptly as reasonably practicable after the date of this Agreement, and in any event prior to the Closing

Date.

Section 7.24 Treatment

of Closing Indebtedness. Prior to or substantially concurrently with the Closing, the Company shall, and shall cause each other

Target Company to, pay or cause to be paid the outstanding amount of the Closing Indebtedness to the holders of the Closing Indebtedness

in order to repay and discharge all such Closing Indebtedness, with the result that immediately following the Closing there will be no

further monetary obligations of the Company or any of its Subsidiaries with respect to any Closing Indebtedness outstanding immediately

prior to the Closing.

Section 7.25 IP Assignment Recordation. Prior to the Closing, the Company shall have filed, or caused to be filed, with the United

States Patent and Trademark Office all assignments, recordation requests and other documents necessary to reflect the Company as the owner

of record of all Intellectual Property acquired pursuant to the Asset Purchase Agreement, dated as of September 17, 2025, by and between

Phase Four, Inc. and the Company, and shall have delivered to the Purchaser evidence reasonably satisfactory to the Purchaser of such

filings.

Section 7.26 Trademark

Assignment. Prior to the Closing, the Company shall have obtained from DRD4, LLC a duly executed assignment of all Trademarks

licensed to the Company pursuant to the Trademark License Agreement, effective as of February 29, 2024, by and between the Company and

DRD4, LLC, in form and substance reasonably satisfactory to the Purchaser, together with executed copies of all assignment instruments

and, to the extent applicable, shall have filed, or caused to be filed, all recordation documents with the United States Patent and Trademark

Office to reflect the Company as the owner of record of such Trademarks, and shall have delivered to the Purchaser evidence reasonably

satisfactory to the Purchaser of such filings.

Article

VIII

Closing Conditions

Section 8.01 Conditions

to Each Party’s Obligations. The obligations of each Party to consummate the Transactions, including the Closing Transactions,

shall be subject to the satisfaction or written waiver (where permissible) by the Company and the Purchaser of the following conditions:

(a) Required

Regulatory Approvals. Each Required Regulatory Approval shall have been obtained, made or completed and shall be in full force

and effect, and any applicable waiting period (and any extension thereof) under any Antitrust Law or any foreign-investment-review,

national-security, Export Controls and Sanctions, or sensitive-technology authority listed on Section 8.01(a) of the Company

Disclosure Letter or Section 8.01(a) of the Purchaser Disclosure Letter shall have expired or been terminated.

(b) Purchaser

Shareholder Approvals. The Purchaser Shareholder Approvals shall have been obtained.

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.

(d) Registration

Statement. The Registration Statement shall have been declared effective under the Securities Act by the SEC and shall remain effective

as of the Closing, and no stop order or similar order suspending the effectiveness of the Registration Statement shall have been issued

and be in effect with respect to the Registration Statement and no proceedings for that purpose shall have been initiated or threatened

by the SEC and not withdrawn.

(e) Nasdaq

Listing. Nasdaq shall have notified the Parties that it has approved, or intends to approve prior to Closing, the application to

list on Nasdaq the shares of Pubco Class A-1 Common Stock to be issued in connection with the Transactions, subject only to official

notice of issuance and any requirement to have a sufficient number of round-lot holders of the Pubco Common Stock (provided that this

condition shall not apply to the extent the shares of Pubco Class A-1 Common Stock have not been conditionally approved for listing due

to a failure to meet any “market value of publicly held securities” or similarly titled requirement as a result of the Company

not causing a sufficient number of Seller Contributions to be made for Pubco Class A-1 Common Stock).

(f) Pubco

Charter and Bylaws. The Pubco Charter shall have been duly filed with, and accepted for filing by, the Secretary of State of the

State of Delaware, and the Pubco Bylaws shall have been duly adopted by Pubco, in each case so that the Pubco Charter and the Pubco Bylaws

are in full force and effect as of the Closing.

Section 8.02 Conditions to Obligations of the Company. In addition to the conditions specified in Section 8.01, the obligations

of the Company to consummate the Transactions, including the Closing Transactions, shall be subject to the satisfaction or written waiver

(where permissible) by the Company of the following conditions:

(a) Representations

and Warranties. (i) The Purchaser Fundamental Representations shall be true and correct in all respects (other than de minimis

inaccuracies) on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date (except for those

representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects (other

than de minimis inaccuracies) as of such date), and (ii) all of the representations and warranties of the Purchaser Parties set

forth in this Agreement and in any certificate delivered by or on behalf of any Purchaser Party pursuant hereto shall be true and correct

on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date, except for (A) those representations

and warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of

such date), and (B) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality

or Purchaser Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a

Purchaser Material Adverse Effect.

(b) Agreements

and Covenants. Each of the Purchaser Parties shall have performed in all material respects all of its respective obligations and

complied in all material respects with all of its respective agreements and covenants under this Agreement and the Ancillary

Documents to which any of them is a party, in each case to be performed or complied with by them on or prior to the Closing

Date.

Purchaser Material Adverse Effect. No Purchaser Material Adverse Effect shall have occurred with respect to the Purchaser since the

date of this Agreement that is continuing and uncured.

(d) Domestication.

The Domestication shall have been completed as provided in Section 7.21 and a time-stamped copy of the certificate issued by the

Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company.

(e) Trust

Account. The Purchaser shall have made (and shall have caused the Trustee to make) appropriate arrangements to have the Trust Account

available to the Purchaser at the Closing for payment of (i) amounts payable to Purchaser Shareholders that have validly exercised Redemption

rights, (ii) the Purchaser Transaction Costs, subject to the Purchaser Expense Cap, and (iii) the remaining balance to be contributed

in accordance with Section 1.01, including the Closing Contributions, at the Closing.

(f) Minimum

Cash Condition. As of the Closing, the aggregate cash proceeds available for release to the Purchaser from the Trust Account in connection

with the Transactions (after, for the avoidance of doubt, giving effect to all of the Purchaser Shareholder Redemptions), plus the gross

proceeds of the PIPE Investment available to Purchaser, less all Company Transaction Costs and Purchaser Transaction Costs, shall be

equal to or greater than $90,000,000 (the “Minimum Cash Condition”).

(g) Closing

Deliveries.

(i) Officer

Certificate. The Purchaser shall have delivered to the Company a certificate, dated the Closing Date, signed by an executive officer

of the Purchaser in such capacity, certifying as to the satisfaction of the conditions specified in Section 8.02(a), Section

8.02(b) and Section 8.02(c).

(ii) Secretary

Certificate. The Purchaser shall have delivered to the Company a certificate from its secretary or other executive officer certifying

as to, and attaching, (A) copies of the Organizational Documents of the Purchaser, Pubco and Merger Sub, as applicable, as in effect

as of the Closing Date (after giving effect to the Domestication, the Merger and the adoption and filing of the Pubco Charter and the

Pubco Bylaws, as applicable), and (B) the resolutions of the board of directors of the Purchaser, Pubco and Merger Sub, as applicable

(and, in the case of Merger Sub, the written consent of Pubco as its sole stockholder), 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.

(iii) Ancillary

Documents. The Purchaser shall have delivered to the Company:

(A) a

copy of the A&R Registration Rights Agreement, duly executed by the Purchaser, Pubco, the Sponsor and the IPO Underwriter;

(B) a

copy of the Lock-Up Agreements, duly executed by the Purchaser, Pubco, the Sponsor and each other party thereto (other than the Sellers),

as applicable;

copy of the Company A&R Operating Agreement, duly executed by the Purchaser and Pubco, as applicable;

(D) a

copy of the Tax Receivable Agreement, duly executed by the Purchaser and Pubco;

(E) a copy of the Warrant Assumption Agreement, duly executed by Pubco, the Purchaser and the warrant agent or other applicable counterparty

thereto; and

(F) a copy of each Seller Class B Subscription Agreement, in each case duly executed by Pubco.

Section 8.03 Conditions

to Obligations of the Purchaser Parties. In addition to the conditions specified in Section 8.01, the obligations of the

Purchaser Parties to consummate the Closing Transactions and the other transactions contemplated by this Agreement are subject to the

satisfaction or written waiver (where available) of the following conditions:

(a) Representations

and Warranties. (i) The Company Fundamental Representations shall be true and correct in all respects (other than de minimis

inaccuracies) on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date (except for those

representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects (other

than de minimis inaccuracies) as of such date), and (ii) all of the representations and warranties of the Company set forth in

this Agreement and in any certificate delivered by or on behalf of the Company pursuant hereto shall be true and correct on and as of

the date of this Agreement and on and as of the Closing Date as if made on the Closing Date, except for (A) those representations and

warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of such

date), and (B) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality

or Company Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Company

Material Adverse Effect.

(b) Agreements

and Covenants. The Company shall have performed in all material respects all of its obligations and complied in all material respects

with all of the agreements and covenants under this Agreement to be performed or complied with by it on or prior to the Closing Date.

Company Material Adverse Effect. No Company Material Adverse Effect shall have occurred with respect to the Target Companies, taken

as a whole, since the date of this Agreement that is continuing and uncured.

(d) Recapitalization.

The Recapitalization shall have been completed in accordance with this Agreement, the Closing Member Schedule, and the Exchange Schedule.

(e) Closing Deliveries.

(i) Officer

Certificate. The Purchaser 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 Section 8.03(a), 8.03(b)

and 8.03(c).

(ii) Secretary

Certificate. The Company shall have delivered to the Purchaser a certificate executed by the Company’s secretary

certifying as to the validity and effectiveness of, and attaching, (A) copies of the Company’s Organizational Documents as in

effect as of the Closing Date (immediately prior to the Closing) and (B) the requisite resolutions of the Company’s board of

managers 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 Closing Transactions and the other transactions

contemplated hereby and thereby.

(iii) Ancillary

Documents. The Company shall have delivered to the Purchaser:

(A) a properly completed and duly executed IRS Form W-9 (or, if applicable, IRS Form W-8 or other appropriate Tax form) from each Seller;

(B) a copy of the A&R Registration Rights Agreement, duly executed by each Seller party thereto in accordance with the Closing

Member Schedule;

(C) a copy of the Seller Lock-Up Agreement, duly executed by each Seller party thereto in accordance with the Closing Member Schedule;

(D) a

copy of the Company A&R Operating Agreement, duly executed by the Company and each Up-C Seller;

(E) a

copy of the Tax Receivable Agreement, duly executed by the Company and each Person designated on the Closing Member Schedule as a Participating

TRA Holder;

(F) a

copy of the Seller Class B Subscription Agreement, duly executed by each Class B Subscriber; and

(G) the FIRPTA Certificate and the Section 1446(f) Certifications (if required pursuant to Section 7.11(g)).

(f) Material

Third-Party Consents. Each Material Third-Party Consent set forth on Section 8.03(f) of the Company Disclosure Letter shall

have been obtained, made or completed and shall be in full force and effect.

(g) Requisite

Member Approval. The Requisite Member Approval shall have been obtained.

Section 8.04 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 VIII to be satisfied if such failure was caused by, or resulted from, the failure of such Party or its Affiliates

to comply with or perform any of its covenants, agreements or obligations set forth in this Agreement.

Article

Termination and Expenses

Section 9.01 Termination.

This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing as follows:

(a) by mutual written consent of the Purchaser and the Company;

(b) by

the Company if there has been a Modification in Recommendation, provided that the Company’s right to terminate pursuant to

this Section 9.01(b) shall not be exercisable until five (5) Business Days after such Modification in Recommendation to the

Company, and such right shall lapse if the Purchaser rescinds such Modification in Recommendation in writing within such five (5)

Business Day period;

the Company if the Purchaser Shareholder Approvals shall not have been obtained by reason of the failure to obtain the required vote

at the Purchaser Shareholders’ Meeting duly convened therefor or at any adjournment or postponement thereof;

(d) by

written notice by the Purchaser or the Company if any of the conditions to the Closing set forth in Article VIII have not been

satisfied or waived by the one-year anniversary of the date of this Agreement (the “Outside Date”); provided,

however, the right to terminate this Agreement under this Section 9.01(d) 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;

(e) by

written notice by the Purchaser or the Company if a Governmental Authority of competent jurisdiction shall have issued an Order or taken

any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such

Order or other action has become final and non-appealable; provided, however, that the right to terminate this Agreement

pursuant to this Section 9.01(e) 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;

(f) by

written notice by the Company to the Purchaser, if (i) there has been a breach by any of the Purchaser Parties of any of their respective

representations, warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of any Purchaser

Party shall have become untrue or inaccurate, in any case, which would result in a failure of a condition set forth in Section 8.02(a)

or Section 8.02(b) to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the

date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty

(20) days after written notice of such breach or inaccuracy is provided to the Purchaser or (B) the Outside Date; provided, that

the Company shall not have the right to terminate this Agreement pursuant to this Section 9.01(f) if at such time the Company

is in material uncured breach of this Agreement;

(g) by

written notice by the Purchaser to the Company, if (i) there has been a breach by the Company of any of its representations, warranties,

covenants or agreements contained in this Agreement, or if any representation or warranty of such Parties shall have become untrue or

inaccurate, in any case, which would result in a failure of a condition set forth in Section 8.03(a) or Section 8.03(b)

to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach), and

(ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice

of such breach or inaccuracy is provided to the Company or (B) the Outside Date; provided, that the Purchaser shall not have the

right to terminate this Agreement pursuant to this Section 9.01(g) if at such time any Purchaser Party is in material uncured

breach of this Agreement;

(h) by

written notice by the Purchaser to the Company, if (i) all the conditions set forth in Section 8.01 and Section 8.02

have been, and continue to be, satisfied or waived (other than those conditions that by their nature are to be satisfied at the

Closing, each of which shall be capable of being satisfied if the Closing Date were the date of such termination), (ii) the Company

fails to consummate the Transactions on or prior to the day when the Closing is required to occur pursuant to Section 2.01,

(iii) the Purchaser Parties shall have irrevocably confirmed in writing to the Company that they are ready, willing and able to

consummate the Closing and (iv) the Company fails to effect the Closing within five (5) Business Days following delivery of such

confirmation; or

(i) by written notice by the Company to the Purchaser Parties, if (i) all the conditions set forth in Section 8.01 and Section

8.03 have been, and continue to be, satisfied or waived (other than those conditions that by their nature are to be satisfied at the

Closing, each of which shall be capable of being satisfied if the Closing Date were the date of such termination), (ii) the Purchaser

fails to consummate the Transactions on or prior to the day when the Closing is required to occur pursuant to Section 2.01, (iii)

the Company shall have irrevocably confirmed in writing to the Purchaser Parties that it is ready, willing and able to consummate the

Closing and (iv) the Purchaser Parties fail to effect the Closing within five (5) Business Days following delivery of such confirmation.

Section 9.02 Effect

of Termination. This Agreement may only be terminated in the circumstances described in Section 9.01 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 9.01 under which such termination is made. In the event of the valid termination of this Agreement pursuant

to Section 9.01, 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) Section 7.15, Section

7.16, Article X, and this Section 9.02 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 10.16).

Article

Miscellaneous

Section 10.01 No

Survival. Except in the case of a Fraud Claim against a Person, none of the representations, warranties, covenants, obligations

or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including

any rights arising out of any breach of any representation, warranty, covenant, obligation, agreement or other provision, shall survive

the Closing (and there shall be no Liability after the Closing in respect thereof), except for those covenants and agreements contained

herein that by their terms expressly apply in whole or in part at or after the Closing, and then only with respect to any breaches occurring

at or after the Closing.

Section 10.02 Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to

have been duly given when delivered (i) in person, (ii) by electronic means (including email), with affirmative confirmation of receipt,

(iii) one (1) Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business

Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable

Party at the following addresses (or at such other address for a Party as shall be specified by like notice):

If to any of the Purchaser Parties (including,

following the Closing, Pubco and Purchaser), to:

Inflection Point Acquisition Corp. VI

IPFX PubCo, Inc.

IPFX Merger Sub, Inc.

1680 Michigan Avenue Suite 700 #1031

Miami Beach, FL 33139

Attn:

Email:

with a copy (which will not constitute notice)

to:

White & Case LLP

1221 Avenue of the Americas

New York, NY 10020

Attn: Joel Rubinstein, Jeff Gilson

Email: joel.rubinstein@whitecase.com,

jeff.gilson@whitecase.com

If to the Company, to:

Quantum Space, LLC

801 Thompson Avenue

Rockville, MD 20852

Attn:

Email:

with a copy (which will not constitute notice)

to:

Reed Smith LLP

2850 N. Harwood Street, Suite 1500

Dallas, TX 75201

Attn:  Lynwood E. Reinhardt Jr., Esq.

Jocelyne

E. Kelly

Email: LReinhardt@reedsmith.com

Jocelyne.Kelly@reedsmith.com

Section 10.03 Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit

of the Parties and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of Law or otherwise

without the prior written consent of the Parties, 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.

Section 10.04 Third

Parties. Except for (a) the rights set forth in Section 7.18, who the Parties acknowledge and agree are express third-party

beneficiaries of this Agreement, and (b) the Founder Participant with respect to Section 7.14, who the Parties acknowledge and

agree is an express third-party beneficiary of this Agreement, nothing in this Agreement or in any instrument or document executed by

any Party in connection with the Transactions shall create any rights in, or be deemed to have been executed for the benefit of, any

Person that is not a Party hereto or thereto or a successor or permitted assign of such a Party.

Section 10.05 Fees

and Expenses. Except as otherwise set forth in this Agreement, all fees and expenses incurred in connection with this Agreement,

the Ancillary Documents and the transactions contemplated hereby and thereby, including the fees and disbursements of counsel, financial

advisors and accountants, shall be paid by the Party incurring such fees or expenses; provided that, for the avoidance of doubt,

if the Closing occurs, then Pubco shall pay or reimburse, or cause to be paid or reimbursed, all unpaid Company Transaction Costs and

unpaid Purchaser Transaction Costs up to the Purchaser Expense Cap, in accordance with Section 1.01. The amount of any Purchaser

Transaction Costs in excess of the Purchaser Expense Cap shall be borne by the Sponsor and its Affiliates without recourse to the Purchaser

Parties (including, for the avoidance of doubt, funds from the Trust Account) and the Target Companies.

Section 10.06 Governing

Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions

contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect

to principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of Laws of

another jurisdiction.

Section 10.07 Jurisdiction.

Any proceeding or Legal Proceeding based upon, arising out of or related to this Agreement or the transactions contemplated hereby must

be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have jurisdiction, in the United

States District Court for the District of Delaware and to the extent such court does not have subject matter jurisdiction, the Superior

Court of the State of Delaware), and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in

any such proceeding or Legal Proceeding, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to

convenience of forum, (iii) agrees that all claims in respect of the proceeding or Legal Proceeding shall be heard and determined only

in any such court, and (iv) agrees not to bring any proceeding or Legal Proceeding arising out of or relating to this Agreement or the

transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve

process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction,

in each case, to enforce judgments obtained in any Legal Proceeding, suit or proceeding brought pursuant to this Section 10.07.

Section 10.08 WAIVER

OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS

CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY

AND VOLUNTARILY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY

ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 10.09 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 will be inadequate and the non-breaching

Parties may have no adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of

this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached. Accordingly,

each Party shall be entitled to an injunction or restraining order to prevent breaches of this Agreement and to enforce specifically

the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate,

this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at law or in equity.

Section 10.10 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.

Section 10.11 Amendment;

Waiver. This Agreement may be amended, supplemented or modified, and the provisions hereof may be waived, only by execution of

a written instrument signed by the Purchaser Parties and the Company. Any Party to this Agreement may, at any time prior to the Closing,

by action taken by its Board of Directors, board of managers or other officers or Persons thereunto duly authorized, (a) extend the time

for the performance of the obligations or acts of any other Party, (b) waive any inaccuracies in the representations and warranties of

any other Party that are contained in this Agreement or (c) waive compliance by any other Party with any of the agreements or conditions

contained in this Agreement, but any such extension or waiver shall be valid only if set forth in an instrument in writing signed by

the Party granting such extension or waiver. No course of dealing between the Parties, no failure on the part of any Party to exercise

or assert, and no delay on the part of any Party in exercising, any right hereunder shall operate as a waiver of any such right; nor

shall any waiver of any term or condition be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or

condition, or a waiver of any other term or condition of this Agreement.

Section 10.12 Entire

Agreement. This Agreement and the documents or instruments referred to herein, including any exhibits and schedules attached

hereto, which exhibits and schedules are incorporated herein by reference, together with the Ancillary Documents, embody the entire agreement

and understanding of the Parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations,

warranties, covenants or undertakings, other than those expressly set forth or referred to herein or the documents or instruments referred

to herein, which collectively supersede all prior agreements and the understandings among the Parties with respect to the subject matter

contained herein.

Section 10.13 Interpretation.

The table of contents and the Article and Section headings contained in this Agreement are solely for the purpose of reference, are not

part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement. In this Agreement,

unless the context otherwise requires: (a) any pronoun used shall include the corresponding masculine, feminine or neuter forms, and

words in the singular, including any defined terms, include the plural and vice versa; (b) reference to any Person includes such Person’s

successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person

in a particular capacity excludes such Person in any other capacity; (c) any accounting term used and not otherwise defined in this Agreement

or any Ancillary Document has the meaning assigned to such term in accordance with GAAP; (d) “including” (and with correlative

meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and

shall be deemed in each case to be followed by the words “without limitation”; (e) the words “herein,” “hereto,”

and “hereby” and other words of similar import shall be deemed in each case to refer to this Agreement as a whole and not

to any particular Section or other subdivision of this Agreement; (f) the word “if” and other words of similar import when

used herein shall be deemed in each case to be followed by the phrase “and only if”; (g) the term “or” means

“and/or”; (h) any reference to the term “ordinary course” or “ordinary course of business” shall

be deemed in each case to be followed by the words “consistent with past practice”; (i) any agreement, instrument, insurance

policy, Law or Order defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement,

instrument, insurance policy, Law or Order as from time to time amended, modified or supplemented, including (in the case of agreements

or instruments) by waiver or consent and (in the case of statutes, regulations, rules or orders) by succession of comparable successor

statutes, regulations, rules or orders and references to all attachments thereto and instruments incorporated therein; (j) except as

otherwise indicated, all references in this Agreement to the words “Section,” “Article”, “Schedule”

and “Exhibit” are intended to refer to Sections, Articles, Schedules and Exhibits to this Agreement; and (k) the term “Dollars”

or “$” means United States dollars. Any reference in this Agreement to a Person’s directors shall include any member

of such Person’s governing body and any reference in this Agreement to a Person’s officers shall include any Person filling

a substantially similar position for such Person. Any reference in this Agreement or any Ancillary Document to a Person’s shareholders

or stockholders shall include any applicable owners of the equity interests of such Person, in whatever form, including with respect

to the Purchaser its shareholders under the Cayman Companies Act or DGCL, as then applicable, or its Organizational Documents. The Parties

have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent

or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden

of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. To the extent

that any Contract, document, certificate or instrument is represented and warranted to by the Company to be given, delivered, provided

or made available by the Company, in order for such Contract, document, certificate or instrument to have been deemed to have been given,

delivered, provided and made available to the Purchaser or its Representatives, such Contract, document, certificate or instrument shall

have been posted to the electronic data site maintained on behalf of the Company for the benefit of the Purchaser and its Representatives

and the Purchaser and its Representatives have been given access to the electronic folders containing such information.

Section 10.14 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.

Section 10.15 Legal

Representation.

(a) Conflicts

and Privilege.

(i) The

Purchaser and the Company, on behalf of their respective successors and assigns (including, after the Closing), hereby agree that, in

the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among (x) the Sponsor, stockholders,

shareholders or holders of other equity securities of the Purchaser or the Sponsor and any of their respective directors, managers, members,

partners, officers, employees or Affiliates (collectively, the “IPFX Group”), on the one hand, and (y) Pubco, the

Purchaser following the Closing and/or any member of the Company Group, on the other hand, any legal counsel that represented the Purchaser

or the Sponsor prior to the Closing (including W&C) may represent the Sponsor or any other member of the IPFX Group in such dispute

even though the interests of such Persons may be directly adverse to Pubco, the Purchaser, the Company and their respective Affiliates

(in each case, following the Closing), and even though such counsel may have represented the Purchaser in a matter substantially related

to such dispute, or may be handling ongoing matters for the Sponsor or the Purchaser. The Purchaser and the Company, on behalf of their

respective successors and assigns (including, after the Closing), further agree that, as to all legally privileged communications made

prior to the Closing in connection with the negotiation, preparation, execution, delivery and performance of, or any dispute or Legal

Proceeding arising out of or relating to, this Agreement, any Ancillary Document or the transactions contemplated hereby or thereby between

or among the Purchaser, the Sponsor or any other member of the IPFX Group, on the one hand, and W&C, on the other hand, the attorney-client

privilege and the expectation of client confidence shall survive the Transactions and belong to the IPFX Group after the Closing and

shall not pass to or be claimed or controlled by Pubco, the Purchaser, the Company or their respective Affiliates (in each case, following

the Closing). Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing

with the Purchaser or the Sponsor under a common interest agreement shall remain the privileged communications or information of the

Purchaser.

(ii) The

Purchaser and the Company, on behalf of their respective successors and assigns (including, after the Closing), hereby agree that,

in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among (x) the

stockholders, shareholders or holders of other equity securities of the Company and/or any of their respective directors, managers,

members, partners, officers, employees or Affiliates (collectively, the “QS Group”), on the one hand, and (y)

Pubco or Purchaser (in each case, following the Closing) or any member of the IPFX Group, on the other hand, any legal counsel that

represented the Company prior to the Closing (including Reed Smith LLP (“RS”)) may represent any member of the QS

Group in such dispute even though the interests of such Persons may be directly adverse to the Company (following the Closing), and

even though such counsel may have represented the Purchaser and/or the Company in a matter substantially related to such dispute, or

may be handling ongoing matters for the Company (following the Closing). The Purchaser Parties and the Company, on behalf of their

respective successors and assigns (including, after the Closing), further agree that, as to all legally privileged communications

made prior to the Closing in connection with the negotiation, preparation, execution, delivery and performance of, or any dispute or

Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Document or the Transactions between or among the

Company or any member of the QS Group, on the one hand, and RS, on the other hand, the attorney-client privilege and the expectation

of client confidence shall survive the Transactions. Notwithstanding the foregoing, any privileged communications or information

shared by the Purchaser prior to the Closing with the Company under a common interest agreement shall remain the privileged

communications or information of the Company following the Closing.

(b) Company

Privilege; Waiver.

(i) RS

has represented the QS Group and the Target Companies with respect to the Transactions. All Parties recognize the commonality of interest

that exists, and that will continue to exist until the Closing, and the Parties agree that such commonality of interest should continue

to be recognized after the Closing. Specifically, the IPFX Group, Pubco, the Purchaser and, following the Closing, the Company, agree

that they shall not, and shall cause their Affiliates not to, seek to have RS disqualified from representing (a) any member of the QS

Group in connection with any dispute that may arise between such parties and the IPFX Group, Pubco, or the Target Companies or (b) Pubco,

the Purchaser following the Closing or any of the Target Companies in connection with any dispute that may arise between such parties

and the members of the QS Group.

(ii) Without

limiting the foregoing, the IPFX Group (on their own behalf and on behalf of their Representatives and Affiliates) acknowledge and agree

that RS has been and will be providing legal advice to the Company Parties in connection with this Agreement, the Ancillary Documents

and the transactions contemplated herein and therein, and in such capacity has had and will have confidential and privileged communications

with the Company Parties, including written and electronic communications between or among RS and the Company Parties relating to this

Agreement, the Ancillary Documents and the Transactions.

Section 10.16 Waiver

of Claims Against Trust. The Company acknowledges that the Purchaser is a special purpose company with the powers and

privileges to effect a Business Combination. The Company further acknowledges that, as described in the IPO Prospectus available at

www.sec.gov, substantially all of the Purchaser’s assets consist of the cash proceeds of the Purchaser’s initial public

offering and private placements of its securities and substantially all of those proceeds have been deposited in the Trust Account

for the benefit of the Purchaser, its public shareholders (the “Purchaser Shareholders”) and the IPO Underwriter.

The Company acknowledges that it has been advised by the Purchaser that, except with respect to interest earned on the funds held in

the Trust Account that may be released to the Purchaser to pay its franchise Tax, income Tax and similar obligations, and as

otherwise provided by the Trust Agreement, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if

the Purchaser completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as

described in the IPO Prospectus, (ii) if the Purchaser fails to complete a Business Combination within the allotted time period

and liquidates, subject to the terms of the Trust Agreement, to the Purchaser in limited amounts to permit the Purchaser to pay the

costs and expenses of its liquidation and dissolution, and then to the Purchaser Shareholders, and (iii) if the Purchaser holds

a shareholder vote to amend the Purchaser’s Organizational Documents to modify the substance or timing of the obligation to

redeem 100% of the Purchaser Class A Ordinary Shares if the Purchaser fails to complete a Business Combination within the allotted

time period or to otherwise modify any other material provision of the Purchaser’s Organizational Documents relating to its

shareholders’ rights or its pre-initial Business Combination activity, then for the redemption of any Purchaser Ordinary

Shares properly tendered in connection with such vote. For and in consideration of the Purchaser entering into this Agreement, the

receipt and sufficiency of which are hereby acknowledged, the Company, on behalf of itself, its Affiliates and its and their

respective Representatives, hereby irrevocably waives any right, title, interest or claim of any kind that they have or may have in

the future in or to any monies in the Trust Account and agrees not to seek recourse against the Trust Account or any funds

distributed therefrom to the Purchaser’s public shareholders for any reason whatsoever; provided that nothing in

this Section 10.16 shall serve to limit or prohibit (a) any claim of the Company or its Affiliates for legal relief against

monies, funds or other assets of the Purchaser, Pubco, or any of their respective Affiliates held outside the Trust Account, or (b)

any claim of the Company or its Affiliates for specific performance, injunctive relief or other equitable relief in connection with

the consummation of the Transactions (including a claim for the Purchaser to specifically perform its obligations under this

Agreement and to cause the disbursement of the balance of the cash remaining in the Trust Account, after giving effect to the

Redemptions, in accordance with the terms of this Agreement and the Trust Agreement), so long as such claim would not affect the

Purchaser’s ability to fulfill its obligation to effectuate the Redemptions, and (y) nothing herein shall serve to limit

or prohibit any claims that the Company may have in the future against the Purchaser’s assets or funds that are not held in

the Trust Account other than to the Purchaser’s public shareholders (including any funds that have been released from the

Trust Account and any assets that have been purchased or acquired with any such funds).

Section 10.17 Company

and Purchaser Disclosure Letters. The Company Disclosure Letter and the Purchaser Disclosure Letter (including, in each case,

any section thereof) referenced herein are a part of this Agreement as if fully set forth herein. All references herein to the Company

Disclosure Letter and/or the Purchaser Disclosure Letter (including, in each case, any section thereof) shall be deemed references to

such parts of this Agreement, unless the context shall otherwise require. Any disclosure made by a party in the applicable Disclosure

Letter, or any section thereof, with reference to any section of this Agreement or section of the applicable Disclosure Letter shall

be deemed to be a disclosure with respect to such other applicable sections of this Agreement or sections of applicable Disclosure Letter

if it is reasonably apparent on the face of such disclosure that such disclosure is responsive to such other section of this Agreement

or section of the applicable Disclosure Letter. Certain information set forth in the Disclosure Letters is included solely for informational

purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to

constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties

made in this Agreement, nor shall such information be deemed to establish a standard of materiality.

Section 10.18 No Recourse. Except for claims pursuant to any Ancillary Document

by any party thereto against any Company Non-Party Affiliate or any Purchaser Non-Party Affiliate (each, a “Non-Party Affiliate”),

and then solely with respect to claims against the Non-Party Affiliates that are party to the applicable Ancillary Document, and except

in the case of a Fraud Claim, each Party agrees on behalf of itself and on behalf of the Company Non-Party Affiliates, in the case of

the Company, and the Purchaser Non-Party Affiliates, in the case of the Purchaser Parties, that (a) this Agreement may only be enforced

against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever arising

under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted

against any Non-Party Affiliate, and (b) none of the Non-Party Affiliates shall have any Liability arising out of or relating to this

Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim

(whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged

to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions

with respect to any information or materials of any kind furnished by any Target Company, any Purchaser Party or any Non-Party Affiliate

concerning any Target Company, any Purchaser Party, this Agreement or the Transactions.

Article

Definitions

Section 11.01 Certain

Definitions. For purpose of this Agreement, the following capitalized terms have the following meanings:

“A&R Registration

Rights Agreement” has the meaning specified in the Recitals.

“Acquisition Proposal”

has the meaning specified in Section 7.06.

“Additional Purchaser

SEC Reports” has the meaning specified in Section 6.06(a).

“Affiliate”

means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control

with, such specified Person, whether through one or more intermediaries or otherwise. The term “control” (including the terms

“controlling”, “controlled by” and “under common control with”) means the possession, directly or

indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of

voting securities, by Contract or otherwise.

“Aggregate Consideration”

means the aggregate consideration to be received by the Sellers in respect of the Transactions, consisting of the number of Company Common

Units equal to the quotient of (a) the Base Purchase Price divided by (b) the Closing Share Price.

“Agreement”

has the meaning specified in the Preamble.

“AI/ML”

has the meaning specified in the definition of “Software”.

“Alternative Transaction”

has the meaning specified in Section 7.06(a).

“Ancillary Documents”

means each of the agreements, certificates and instruments contemplated by this Agreement or otherwise related to the Transactions, in

each case to be executed and delivered on the date hereof or on or prior to the Closing Date, including the Sponsor Support Agreement,

the Sponsor Lock-Up Agreement, the Seller Lock-Up Agreement, the Member Support Agreement, the Company A&R Operating Agreement, the

Tax Receivable Agreement, the A&R Registration Rights Agreement, the Seller Class B Subscription Agreement, the Warrant Assumption

Agreement, the Pubco Charter, the Pubco Bylaws, the Certificate of Merger, the PIPE Subscription Agreements (if any) and any other agreement,

certificate or instrument expressly contemplated by this Agreement to be entered into in connection with the Transactions.

“Anti-Bribery Law”

means the anti-bribery provisions of the Foreign Corrupt Practices Act of 1977, as amended, and all other applicable anti-corruption and

bribery Laws of any jurisdiction (including the U.K. Bribery Act 2010, and any rules or regulations promulgated thereunder or other Laws

of other countries implementing the OECD Convention on Combating Bribery of Foreign Officials).

“Antitrust Laws”

has the meaning specified in Section 7.09(b).

“Audited Financial

Statements” has the meaning specified in Section 7.04(a).

“Available Purchaser

Closing Cash” means, as of immediately prior to the Closing, an aggregate amount equal to the sum of (without duplication):

(a) all amounts in the Trust Account, less amounts required to satisfy the Redemption, plus (b) the aggregate cash proceeds actually received

by the Purchaser under the PIPE Subscription Agreements prior to or substantially concurrently with the Closing (for the avoidance of

doubt, not including any Series B Investment proceeds), (c) all other cash and cash equivalents of the Purchaser, determined in accordance

with GAAP as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date and (d) the Seller Subscription Amount.

“Base Purchase Price”

means $600,000,000.

“Business Combination”

has the meaning specified in Article 1.1 of the Purchaser Organizational Documents as in effect on the date hereof.

“Business Day”

means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York or, until the consummation of

the Domestication, Governmental Authorities in the Cayman Islands are authorized or required by Law to close.

“Cantor”

means Cantor Fitzgerald & Co., as representative of the underwriters of the IPO.

“Cayman Companies

Act” means the Companies Act of the Cayman Islands (As Revised).

“Cayman Purchaser

Units” has the meaning specified in the Recitals.

“Cayman Purchaser

Warrant” has the meaning specified in the Recitals.

“Cayman Registrar”

means the Registrar of Companies in the Cayman Islands.

“Certificate of Merger”

has the meaning specified in Section 1.02.

“CFIUS”

means the Committee on Foreign Investment in the United States.

“Closing”

has the meaning specified in Section 2.01.

“Closing Contributions”

has the meaning specified in Section 1.01(m).

“Closing Date”

has the meaning specified in Section 2.01.

“Closing Date Cash

Contributions” has the meaning specified in Section 1.01(m).

“Closing Filing”

has the meaning specified in Section 7.15(b).

“Closing Indebtedness”

means the aggregate Indebtedness of the Target Companies outstanding as of immediately prior to the Closing.

“Closing Member Schedule”

has the meaning specified in Section 7.20(b).

“Closing Press Release”

has the meaning specified in Section 7.15(b).

“Closing Share Price”

means the per-share redemption price applicable to a Purchaser Class A Ordinary Share elected to be redeemed pursuant to the Redemption

at the Closing, as calculated in accordance with the Trust Agreement and the Purchaser Organizational Documents.

“Closing Transactions”

has the meaning specified in the Recitals.

“Code”

means the U.S. Internal Revenue Code of 1986, as amended, and any successor statute thereto.

“Common Units”

means the units of the Company designated as “Common Units” under the Company LLC Agreement and, following the Recapitalization,

under the Company A&R Operating Agreement.

“Company”

has the meaning specified in the Preamble.

“Company A&R

Operating Agreement” has the meaning specified in the Recitals.

“Company Benefit

Plan” means any and all deferred compensation, executive compensation, incentive compensation, equity purchase or other equity-based

compensation plan, employment or consulting, severance or termination pay, holiday, vacation or other bonus plan or practice, hospitalization

or other medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program,

agreement, commitment or arrangement, and each other employee benefit plan, program, agreement or arrangement, including each “employee

benefit plan” as such term is defined under Section 3(3) of ERISA, maintained or contributed to or required to be contributed to

by the Target Companies for the benefit of any employee or terminated employee of the Target Companies, or with respect to which the

Target Companies have any Liability, whether direct or indirect, actual or contingent, whether formal or informal, and whether legally

binding or not (other than a multiemployer plan within the meaning of Section 3(37) of ERISA).

“Company Common Units”

means the units of the Company designated as “Common Units” under the Company A&R Operating Agreement after the consummation

of the Recapitalization.

“Company Confidential

Information” means all confidential or proprietary documents and information concerning the Target Companies or any of their

respective Representatives, furnished in connection with this Agreement or the transactions contemplated hereby; provided, however,

that Company Confidential Information shall not include any information which, (i) at the time of disclosure by the Purchaser or its Representatives,

is generally available publicly and was not disclosed in breach of this Agreement or (ii) at the time of the disclosure by the Company

or its Representatives to the Purchaser or its Representatives was previously known by such receiving party without violation of Law or

any confidentiality obligation by the Person receiving such Company Confidential Information.

“Company Disclosure

Letter” has the meaning specified in the Preamble to Article III.

“Company Fundamental

Representations” means the representations and warranties of the Company set forth in Section 3.01 (Organization and

Standing), Section 3.02 (Authorization; Binding Agreement), Section 3.03 (Capitalization), Section 3.04 (Subsidiaries),

Section 3.26 (Finders and Brokers) and Section 3.29 (No Additional Representations or Warranties).

“Company IP”

means any and all Owned Intellectual Property and other Intellectual Property licensed, used or held for use by the Target Companies,

including as described in Section 3.14(a).

“Company IP Licenses”

means licenses, sublicenses, covenants not to sue or assert or other grant of immunity, and settlement agreements, coexistence agreements,

or services agreements, and development, collaboration or research agreements (whether inbound, outbound, or otherwise) and other agreements

or permissions relating to any Company IP (including the Outbound IP Licenses).

“Company LLC Agreement”

means that certain Sixth Amended and Restated Limited Liability Company Agreement of the Company, dated as of December 12, 2025, by and

among the Company and the members signatory thereto, as amended, restated or supplemented from time to time prior to the Recapitalization.

“Company Material

Adverse Effect” means any event, state of facts, condition, change, development, circumstance, occurrence or effect (collectively,

“Events”) that (i) has had, or would reasonably be expected to have, individually or in the aggregate, a material

adverse effect on the business, assets, results of operations or financial condition of the Target Companies, taken as a whole, or (ii)

does or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability

of the Target Companies to consummate the Transactions; provided, however, that in no event would any of the following, alone

or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Company

Material Adverse Effect”: (a) any change in applicable Laws or GAAP or any interpretation thereof following the date of this Agreement,

(b) any change in interest rates or economic, political, business or financial market conditions generally, (c) the taking of any action

required by this Agreement, (d) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions

or similar occurrences), pandemic or change in climate, (e) any acts of terrorism or war, the outbreak or escalation of hostilities,

geopolitical conditions, or local, national or international political conditions, (f) any failure of the Target Companies to meet any

projections or forecasts (provided that clause (f) shall not prevent a determination that any Event not otherwise excluded from this

definition of Company Material Adverse Effect underlying such failure to meet projections or forecasts has resulted in a Company Material

Adverse Effect), (g) any Events generally applicable to the industries or markets in which the Company and its Subsidiaries operate (including

increases in the cost of products, supplies, materials or other goods purchased from third party suppliers), (h) the announcement of

this Agreement and consummation of the transactions contemplated hereby, including any termination of, reduction in or similar adverse

impact (but in each case only to the extent attributable to such announcement or consummation) on relationships, contractual or otherwise,

with any landlords, customers, suppliers, distributors, partners or employees of the Target Companies, (i) any matter set forth on the

Company Disclosure Letter, or (j) any action taken by, or at the request of, the Purchaser; provided, further, that any Event

referred to in clauses (a), (b), (d), (e) or (g) above may be taken into account in determining if

a Company Material Adverse Effect has occurred to the extent it has a disproportionate and adverse effect on the business, assets, results

of operations or condition (financial or otherwise) of the Target Companies, taken as a whole, relative to similarly situated companies

in the industry in which the Target Companies conduct their respective operations, but only to the extent of the incremental disproportionate

effect on the Target Companies, taken as a whole, relative to similarly situated companies in the industry in which the Target Companies

conduct their respective operations.

“Company Material

Contract” has the meaning specified in Section 3.13(a).

“Company Non-Party

Affiliates” means, collectively, each Related Person of any Target Company and each former, current or future Affiliates, Representatives,

successors or permitted assigns of any such Related Person (other than, for the avoidance of doubt, the Company).

“Company Permits”

has the meaning specified in Section 3.11.

“Company Real Property

Leases” has the meaning specified in Section 3.16(b).

“Company Registered

IP” has the meaning specified in Section 3.14(a).

“Company Software”

means any and all Software which any of the Target Companies owns or purports to own, in whole or in part.

“Company

Transaction Costs” means all fees, costs and expenses of the Target Companies, in each case incurred prior to and through

the Closing Date in connection with the negotiation, preparation and execution of this Agreement, the other Ancillary Documents and

the consummation of the Transactions, including: (a) all change of control bonus payments, retention or similar payments payable

solely as a result of the consummation of the Transactions pursuant to arrangements (whether written or oral) entered into prior to

the Closing Date whether payable before (to the extent unpaid), on or following the Closing Date (excluding any

“double-trigger” payments), and the employer portion of payroll Taxes payable as a result of the foregoing amounts; (b)

all severance payments, retirement payments or similar payments or success fees payable pursuant to arrangements (whether written or

oral) entered into prior to the Closing Date and which are payable in connection with the consummation of the Transactions, whether

payable before (to the extent unpaid), on or following the Closing Date (excluding any “double-trigger” payments), and

the employer portion of payroll Taxes payable as a result of the foregoing amounts; (c) all professional or transaction, deal,

brokerage, legal, accounting, financial advisory or any similar fees payable in connection with the consummation of the

Transactions; and (d) all costs, fees and expenses related to the D&O Tail; but excluding (i) any and all costs, fees and

expenses incurred in connection with the preparation and filing of the Proxy Statement/Registration Statement (and any registration

statement filed with the SEC in connection therewith) and the review and/or approval thereof by the SEC, (ii) any and all costs,

fees and expenses incurred in connection with the listing on Nasdaq of the shares of Pubco Class A-1 Common Stock issued in

connection with the Transactions, (iii) Transfer Taxes that are the responsibility of the Target Companies pursuant to Section

7.11(b), and (iv) any other amounts payable by the Purchaser hereunder.

“Company Units”

means (a) prior to the Recapitalization, the Series B Preferred Units, the Series A-1 Units, the Series A Units, the Junior Preferred

Units, the common membership units of the Company, the Incentive Units, the Management Incentive Units, the UARs (subject to the terms

of the UAR Plan) and the Company Warrants, and (b) as of and following the Recapitalization, the Company Common Units, the Series B Preferred

Units and the Company Warrants.

“Company Warrants”

means (a) prior to the Recapitalization, each warrant or other right (other than an Incentive Unit, a Management Incentive Unit or a UAR)

to acquire any Company equity interests, and (b) as of and following the Recapitalization, warrants of the Company that may be exchanged

for Company Common Units in accordance with the Company A&R Operating Agreement (including any Series B Warrants).

“Confidentiality

Agreement” has the meaning specified in Section 7.16(a).

“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.

“Continental”

means Continental Stock Transfer & Trust Company.

“Contracts”

means all legally binding contracts, agreements, binding arrangements, bonds, notes, indentures, mortgages, debt instruments, purchase

orders, 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).

“Copyleft Action”

has the meaning specified in Section 3.14(h).

“Copyrights”

has the meaning set forth in the definition of “Intellectual Property”.

“D&O Indemnified

Party” has the meaning specified in Section 7.18(a).

“D&O Tail”

has the meaning specified in Section 7.18(b).

“Default Contribution

Percentage” has the meaning specified in Section 1.01(d).

“DGCL”

has the meaning specified in the Recitals.

“Disclosure Letters”

means, collectively, the Company Disclosure Letter and the Purchaser Disclosure Letter.

“Domesticated Purchaser

Class A Common Stock” has the meaning specified in the Recitals.

“Domesticated

Purchaser Warrant” has the meaning specified in the Recitals.

“Domestication”

has the meaning specified in the Recitals.

“DPA” means

the Defense Production Act of 1950, as amended (including by the Foreign Investment Risk Review Modernization Act of 2018), 50 U.S.C.

§ 4565, and all rules and regulations promulgated thereunder, including 31 C.F.R. Parts 800 and 802.

“DPA Triggering Rights”

means, with respect to any Foreign Person, any right, in any case other than through purely passive equity ownership, to (a) access any

material non-public technical information (within the meaning of 31 C.F.R. § 800.232) of any Target Company, (b) appoint or nominate

any member of, or observer to, the board of managers, board of directors or other governing body of any Target Company, (c) involvement,

other than through voting of equity interests, in substantive decision-making by any Target Company regarding (i) the use, development,

acquisition, safekeeping, or release of sensitive personal data of U.S. citizens, (ii) the use, development, acquisition or release of

critical technologies (within the meaning of 31 C.F.R. § 800.215), or (iii) the management, operation, manufacture, or supply of

covered investment critical infrastructure (within the meaning of 31 C.F.R. § 800.214), or (d) any other right that would constitute

“control” (within the meaning of 31 C.F.R. § 800.208) over any Target Company.

“Electing Warrantholder”

means a Series B Investor that elects to contribute its Series B Warrants to Pubco in exchange for Preferred Investor Warrants, in accordance

with Section 1.01(f).

“Employment Agreements”

means the employment agreements, if any, to be entered into prior to the Closing and effective as of the Closing, in form to be mutually

agreed upon between the Purchaser and the Company, that shall provide terms and conditions that are market standard for comparable publicly-traded

companies, with certain key employees of the Company to be mutually agreed upon by the Purchaser and the Company.

“Enforceability Exceptions”

has the meaning specified in Section 6.02.

“Environmental Laws”

means all applicable Laws relating to pollution, the protection or restoration of the environment (including natural resources and wildlife),

human health and safety, noise, odors, or the use, generation, manufacture, processing, distribution, treatment, storage, disposal, transport,

presence or handling of, or exposure to, any Hazardous Substances.

“Environmental Liabilities”

means, in respect of any Person, all Liabilities, obligations, responsibilities, Remedial Legal Proceedings, losses, damages (including

natural resource 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 Laws, 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, or any Order or Contract with any Governmental Authority or

other Person, that relates to any environmental, health or safety condition, violation of Environmental Laws, or Hazardous Substances.

“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 a Target Company 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 Schedule”

has the meaning specified in Section 2.02.

“Export Controls

and Sanctions” means the Export Administration Regulations, the International Traffic in Arms Regulations, the financial sanctions

regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury and by the U.S. Department of

State, and the export control and sanctions laws and regulations of any other applicable jurisdiction.

“Extension”

has the meaning specified in Section 7.03(a).

“Federal Securities

Laws” has the meaning specified in Section 7.07.

“Foreign Person”

has the meaning specified in 31 C.F.R. § 800.224.

“Founder Incentive

Arrangement” has the meaning specified in Section 7.14(b)(i).

“Founder Shares”

means the Purchaser Class B Ordinary Shares of the Purchaser purchased by the Sponsor prior to the IPO and outstanding as of the date

of this Agreement, which Founder Shares will, in connection with the Domestication, the Merger and the Closing, be reclassified or converted,

as the case may be, into: (a) immediately prior to the Domestication, Purchaser Class A Ordinary Shares, (b) in the Domestication, into

shares of Domesticated Purchaser Class A Common Stock, and (c) in the Merger, into shares of Pubco Class A-1 Common Stock, in each case

as set forth in the Purchaser Organizational Documents (as in effect from time to time), the Pubco Charter and the Sponsor Support Agreement.

“Fraud Claim”

means any claim based upon intentional fraud as defined under the common law of the State of Delaware.

“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.

“Government Bid”

means any offer, bid, proposal or quotation submitted by any Target Company to any Governmental Authority or to any prime contractor or

higher-tier subcontractor of a Governmental Authority that, if accepted, would result in a Government Contract.

“Government Contract”

means any Contract between any Target Company, on the one hand, and (a) a Governmental Authority, (b) any prime contractor of a Governmental

Authority in such prime contractor’s capacity as a prime contractor, or (c) any higher-tier subcontractor with respect to a Contract

described in clause (a) or (b), on the other hand, including any individual task, delivery or purchase order, basic ordering agreement,

blanket purchase agreement, grant, cooperative agreement, other transaction agreement (OTA) or similar Contract.

“Hazardous Substances”

means any pollutant, contaminant, waste, hazardous substance, hazardous material, hazardous waste, toxic substance, petroleum or petroleum-derived

substance, asbestos or asbestos-containing material, polychlorinated biphenyl, per- or polyfluoroalkyl substance, radioactive material

or any other substance, in each case that is regulated, listed, defined, designated or classified as hazardous, toxic, radioactive or

otherwise harmful, or for which standards of conduct or liability may be imposed, under any Environmental Law.

“Incentive Units”

means the Incentive Units and any other profits-interest unit issued under the Company LLC Agreement and the Management Incentive Plan,

in each case outstanding immediately prior to the Closing.

“Income Taxes”

means income, capital gains, franchise, and similar Taxes.

“Indebtedness”

of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money (including the outstanding principal

and accrued but unpaid interest), (b) all obligations for the deferred purchase price of property or services (other than trade payables

incurred in the ordinary course of business), (c) any other indebtedness of such Person that is evidenced by a note, bond, debenture,

credit agreement or similar instrument, (d) all obligations of such Person under leases that should be classified as capital leases in

accordance with GAAP (other than real estate leases and any other leases that would be required to be capitalized only upon adoption of

ASC 842), (e) all obligations of such Person for the reimbursement of any obligor on any line or letter of credit, banker’s acceptance,

guarantee or similar credit transaction, in each case, that has been drawn or claimed against, (f) all obligations of such Person in respect

of acceptances issued or created, (g) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under

which payments are obligated to be made by such Person, whether periodically or upon the happening of a contingency, (h) all obligations

secured by a Lien on any property of such Person, (i) any premiums, prepayment fees or other penalties, fees, costs or expenses associated

with payment of any Indebtedness of such Person and (j) all obligations described in clauses (a) through (i) 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; provided that, solely for

the purposes of Section 7.02(b)(iv) and Section 7.24, “Indebtedness” shall not include (i) trade payables arising

in the ordinary course of business and not past due for more than ninety (90) days after the date on which such trade account was created,

(ii) obligations under any lease of real property incurred in the ordinary course of business consistent with the past practices of the

Company, (iii) obligations under equipment leases or operating leases (including any lease that would be required to be capitalized only

upon adoption of ASC 842) incurred in the ordinary course of business and consistent with the past practices of the Company, (iv) any

intercompany indebtedness among Target Companies that will be eliminated prior to or at Closing pursuant to this Agreement, or (v) any

amounts included in the calculation of Company Transaction Costs or Purchaser Transaction Costs.

“Intellectual Property”

means any and all intellectual, industrial, or proprietary property and all rights, title, and interest therein or thereto arising anywhere

in the world, whether registered or unregistered, including in or to the following: (i) patents and patent applications, designs, utility

models, patent disclosures and inventions (whether patentable or unpatentable and whether or not reduced to practice), including any

continuations, divisions, continuations in part, renewals, divisionals, extensions, reissues, re-examinations, provisionals, or foreign

counterparts of any of the foregoing (collectively, “Patents”); (ii) trade names, trade dress, trademarks, service

marks, logos, designs, slogans, certification marks, business names, corporate names, brand names (including all variations and derivations

of the foregoing), doing business as designations, domain names and registrations, social media usernames, handles, and similar identifiers,

and all other indicia of origin, including all goodwill associated therewith, together with all registrations, applications, and renewals

relating thereto (collectively, “Trademarks”); (iii) copyrights, original works of authorship (including Software

and all rights therein), copyrightable works, Internet websites and the contents thereof, moral rights, and other rights safeguarding

personal and reputational interests of creators, together with all registrations and applications relating thereto (collectively, “Copyrights”);

(iv) all proprietary databases and data; (v) all industrial designs and any registrations and applications therefor throughout the world;

(vi) Trade Secrets; (vii) Software; (viii) causes of action, judgements, settlements, claims and demands related thereto, and rights

to prosecute, sue or recover and retain damages and costs and attorneys’ fees for the past, present or future infringement, dilution,

misappropriation, or other violation of any of the foregoing anywhere in the world; (ix) any and all other intellectual or industrial

property rights recognized or protectable by applicable Law in any jurisdiction; and (x) all issuances, renewals, registrations and applications

of or for any of the foregoing.

“Intended Tax Treatment(s)”

has the meaning specified in Section 7.11(a).

“Interim Period”

has the meaning specified in Section 7.01(a).

“Investment Management

Trust Agreement” means that certain Investment Management Trust Agreement, dated as of March 26, 2026, by and between the Purchaser

and Continental, as Trustee.

“Investors’

Rights Agreement” means that certain Series A-1 Investors’ Rights Agreement of Quantum Space, LLC, dated as of December

12, 2025, by and among the Company and the investor parties named therein, as amended, restated or supplemented from time to time prior

to the Closing.

“IPFX Group”

has the meaning specified in Section 10.15(a)(i).

“IPO” means

the initial public offering of Purchaser Units pursuant to the IPO Prospectus.

“IPO Prospectus”

means the final prospectus of the Purchaser, dated as of March 26, 2026 (File No. 333-292443), as filed with the SEC pursuant to Rule

424(b) under the Securities Act in connection with the IPO.

“IPO Underwriter”

means Cantor, as representative of the underwriters of the IPO.

“IRS” means

the U.S. Internal Revenue Service (or any successor Governmental Authority).

“IT Assets”

means any and all technology, devices, computers, hardware, Software (including firmware and middleware), systems, sites, servers, networks,

workstations, routers, hubs, circuits, switches, interfaces, websites, platforms, data communications lines, data and databases, peripherals,

and all other information or operational technology, communications, telecommunications, and storage assets or data processing assets,

facilities, systems, services, or equipment, all data stored therein or processed thereby, and all associated documentation.

“JOBS Act”

has the meaning specified in Section 6.06(e).

“Junior Preferred

Units” means the units of the Company designated as “Junior Preferred Units” under the Company LLC Agreement, in

each case outstanding immediately prior to the Recapitalization.

“Knowledge”

means, with respect to (i) the Company, the actual knowledge, of the individuals set forth on Schedule A of the Company Disclosure

Letter, and (ii) the Purchaser, the actual knowledge of the individuals set forth on Schedule A of the Purchaser Disclosure Letter.

“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.

“Legal Proceeding”

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.

“Liabilities”

means any and all liabilities, Indebtedness, Legal Proceedings or obligations of any nature (whether absolute, accrued, contingent or

otherwise, whether known or unknown, whether direct or indirect, whether matured or unmatured, whether due or to become due and whether

or not required to be recorded or reflected on a balance sheet under GAAP or other applicable accounting standards).

“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 Agreements”

has the meaning specified in the Recitals.

“LTIP”

means the new equity incentive plan to be adopted and approved in connection with the Closing as contemplated by Section 7.14,

including the share pool, evergreen and other terms to be agreed by the Parties; for the avoidance of doubt, the LTIP constitutes a compensation

matter and not seller consideration in respect of the Transactions.

“Management Incentive

Plan” means the Quantum Space, LLC Management Incentive Plan and each related award agreement, in each case as in effect from

time to time prior to the Closing.

“Management Incentive

Units” means the units of the Company designated as Management Incentive Units (or as profits interests under the Management

Incentive Plan), in each case outstanding immediately prior to the Closing.

“Material Current

Government Contract” has the meaning specified in Section 3.10(a).

“Material Third-Party

Consents” means each consent, approval, waiver, novation, notice or other authorization of, or filing or registration with,

any Person (other than a Governmental Authority) that is required in connection with the Transactions and set forth on Section 8.03(f)

of the Company Disclosure Letter.

“Member Support Agreement”

means that certain Member Support Agreement entered into by and among the Purchaser, the Company and the Required Members concurrently

with the execution of this Agreement, pursuant to which the Required Members agreed, among other things, to deliver written consents constituting

the Requisite Member Approval (or, to the extent a written consent is not delivered, to vote in favor of the Transactions) at the times

and on the conditions set forth therein.

“Merger”

has the meaning specified in the Recitals.

“Merger Effective

Time” has the meaning specified in Section 1.02.

“Merger Sub”

has the meaning specified in the Preamble.

“Modification in

Recommendation” has the meaning specified in Section 7.13(b).

“Nasdaq”

has the meaning specified in Section 6.06(a).

“Non-Party Affiliate”

has the meaning specified in Section 10.18.

“OCI” has

the meaning specified in Section 3.10(j).

“OFAC”

has the meaning specified in Section 6.16(c).

“Offer Documents”

has the meaning specified in Section 7.13(a)(i).

“Off-the-Shelf Software”

means uncustomized, commercially available, “off-the-shelf” software solely for internal use under “shrink wrap,”

“click wrap,” and “off the shelf” software agreements, subscription services, and other agreements for Software,

each on standard terms and conditions on a non-exclusive basis, with license, maintenance, support and other fees of less than $100,000

per year.

“Open Source Software”

means any Software that is subject to, distributed, transmitted, licensed, or otherwise made available pursuant to: (a) any so-called

“public license,” “open source license,” “free license,” “industry standard license,”

“intellectual property pool license”, (b) any license now or in the future approved by the Open Source Initiative and listed

at http://www.opensource.org/licenses, which licenses include all versions of the GNU General Public License (GPL), the GNU Lesser General

Public License (LGPL), the GNU Affero GPL, the MIT license, the Eclipse Public License, the Common Public License, the CDDL, the Mozilla

Public License (MPL), the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), and the Sun Industry

Standards License (SISL), (c) any license to Software that is considered “free” or “open source software” by the

Open Source Foundation or the Free Software Foundation, or (d) any reciprocal license approved by the Open Source Initiative, in each

case whether or not source code is available or included in such license and including any similar license.

“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.

“Outbound IP License”

has the meaning specified in Section 3.14(d).

“Outside Date”

has the meaning specified in Section 9.01(d).

“Owned Intellectual

Property” means any and all Intellectual Property which any of the Target Companies owns (or purports to own), in whole or in

part, and includes the Company Software and all other Intellectual Property required to be set forth in Section 3.14(a) of the

Company Disclosure Letter.

“Party(ies)”

has the meaning specified in the Preamble.

“Patents”

has the meaning set forth in the definition of “Intellectual Property”.

“PCAOB”

means the U.S. Public Company Accounting Oversight Board (or any successor thereto).

“Permits”

means all federal, state, local or foreign or other third-party permits, grants, easements, consents, approvals, authorizations, exemptions,

licenses, franchises, concessions, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations,

ratings, registrations, qualifications or orders of any Governmental Authority or any other Person.

“Permitted Liens”

means (a) Liens for Taxes or assessments and similar governmental charges or levies, which either are (i) not yet due and payable or (ii)

being contested in good faith and by appropriate proceedings, and adequate reserves have been established with respect thereto in accordance

with GAAP, (b) other Liens imposed by operation of Law arising in the ordinary course of business for amounts which either are (i) not

due and payable or (ii) being contested in good faith and by appropriate proceedings, and adequate reserves have been established with

respect thereto in accordance with GAAP, (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, in each case arising in the ordinary course

of business, (e) Liens arising under this Agreement or any Ancillary Document, or (f) non-exclusive licenses of Owned Intellectual Property

granted to customers, distributors or vendors in the ordinary course of business and consistent with past practice.

“Permitted Series

A-1 Financing” means the Series A-1 Preferred Unit financing of the Company, including any related issuance of preferred equity,

warrants and ordinary-course employee equity grants in connection therewith, in each case (a) not in excess of $1,000,000 in additional

commitments after the date hereof, (b) consummated prior to any termination of such financing, and (c) that does not impair, delay, interfere

with or prevent the Transactions, including the Recapitalization and the obtaining of the Requisite Member Approval.

“Person”

means an individual, corporation, company, partnership (including a general partnership, limited partnership or limited liability partnership),

limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political

subdivision thereof, or an agency or instrumentality thereof.

“Personal Property”

means any machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant, parts and other tangible

personal property.

“PIPE Investment”

has the meaning specified in the Recitals.

“PIPE Investor”

has the meaning specified in the Recitals.

“PIPE Securities”

has the meaning specified in the Recitals.

“PIPE Subscription

Agreements” has the meaning specified in the Recitals.

“Preferred Business

Status” has the meaning specified in Section 3.10(i).

“Preferred Contributions”

has the meaning specified in Section 1.01(e).

“Preferred Investor

Warrants” means the warrants of Pubco to purchase Pubco Class A-1 Common Stock in substantially the form attached as Exhibit

B to the Series B SPA.

“Preferred Units”

means, collectively, the Series B Preferred Units, the Series A-1 Units, the Series A Units and the Junior Preferred Units.

“Premium Cap”

has the meaning specified in Section 7.18(b).

“Prime Movers”

means Prime Movers Lab Fund, L.P. and its Affiliates that hold equity in any Target Company immediately prior to the Closing.

“Prime Movers Financing”

has the meaning specified in Section 7.19(b).

“Proxy Statement”

has the meaning specified in Section 7.13(a)(i).

“Proxy Statement/Registration

Statement” has the meaning specified in Section 7.13(a)(i).

“Pubco”

has the meaning specified in the Preamble.

“Pubco Board”

has the meaning specified in Section 7.17(a).

“Pubco Bylaws”

means the bylaws of Pubco, as amended.

“Pubco Charter”

means the certificate of incorporation of Pubco filed with the Secretary of State of Delaware, as amended.

“Pubco Class A-1

Common Stock” has the meaning specified in the Pubco Charter.

“Pubco Class A-2

Common Stock” has the meaning specified in the Pubco Charter.

“Pubco Class B-1

Common Stock” has the meaning specified in the Pubco Charter.

“Pubco Class B-2

Common Stock” has the meaning specified in the Pubco Charter.

“Pubco Common Stock”

means, collectively, the Pubco Class A-1 Common Stock, the Pubco Class A-2 Common Stock, the Pubco Class B-1 Common Stock and the Pubco

Class B-2 Common Stock.

“Pubco Convertible

Preferred Stock” has the meaning specified in the Pubco Charter.

“Pubco Warrant”

has the meaning specified in the Recitals.

“Pubco Warrants”

means, collectively, the Pubco Warrants issued by Pubco upon the assumption of the Domesticated Purchaser Warrants pursuant to the Warrant

Assumption Agreement (with separate identification of such Pubco Warrants that constitute public warrants and such Pubco Warrants that

constitute private placement warrants, in each case corresponding to the underlying Purchaser Public Warrants and Purchaser Private Placement

Warrants, respectively).

“Public Certifications”

has the meaning specified in Section 6.06(a).

“Purchaser”

has the meaning specified in the Preamble.

“Purchaser Bylaws

upon Domestication” means bylaws of the Purchaser to be adopted upon the Domestication.

“Purchaser Charter

upon Domestication” means a certificate of incorporation of the Purchaser to be filed with the Secretary of State of Delaware

upon the Domestication.

“Purchaser Class

A Ordinary Shares” means, prior to the Domestication, the Class A ordinary shares of the Purchaser, par value $0.0001 per share.

“Purchaser Class

B Ordinary Shares” means, prior to the Domestication, the Class B ordinary shares of the Purchaser, par value $0.0001 per share,

including the Founder Shares.

“Purchaser Confidential

Information” means all confidential or proprietary documents and information concerning the Purchaser or any of its Representatives;

provided, however, that Purchaser Confidential Information shall not include any information which, (i) at the time of disclosure

by the Purchaser 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 the Purchaser or its Representatives to the Company or any of its Representatives, was previously known

by such receiving party without violation of Law or any confidentiality obligation by the Person receiving such Purchaser Confidential

Information. For the avoidance of doubt, from and after the Closing, Purchaser Confidential Information will include the confidential

or proprietary information of the Target Companies.

“Purchaser Disclosure

Letter” has the meaning specified in the Preamble to Article VI.

“Purchaser Expense

Cap” means $7,500,000.

“Purchaser Fundamental

Representations” means the representations and warranties of the Purchaser Parties set forth in Section 4.01 (Organization

and Standing), Section 4.02 (Authorization; Binding Agreement), Section 5.01 (Organization and Standing), Section 5.02

(Authorization; Binding Agreement), Section 6.01 (Organization and Standing), Section 6.02 (Authorization; Binding Agreement),

Section 6.05 (Capitalization), Section 6.15 (Finders and Brokers) and Section 6.23 (No Additional Representations

or Warranties).

“Purchaser Material

Adverse Effect” means any change, event, or occurrence, that, individually or when aggregated with other changes, events, or

occurrences has had or would reasonably be expected to have (a) a material adverse effect on the business, assets, financial condition

or results of operations of the Purchaser, or (b) a material adverse effect on the ability of the Purchaser Parties to consummate the

Transactions; provided, however, that no change or effect related to any of the following, alone or in combination, shall

be taken into account in determining whether a Purchaser Material Adverse Effect has occurred: (i) the announcement of this Agreement

and consummation of the transactions contemplated hereby; (ii) the taking of action required by this Agreement or any Ancillary Documents;

(iii) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences),

pandemic or change in climate; (iv) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions,

local, national or international political conditions; (v) changes or proposed changes in applicable Law, regulations or interpretations

thereof or decisions by courts or any Governmental Authority after the date of this Agreement; (vi) changes or proposed changes in GAAP

(or any interpretation thereof) after the date of this Agreement; or (vii) any downturn in general economic conditions, including changes

in the credit, debt, securities, financial, capital or reinsurance markets (including changes in interest or exchange rates, prices of

any security or market index or commodity or any disruption of such markets), in each case, in the United States or anywhere else in the

world; provided, further, that any change, event, or occurrence referred to in clauses (iii), (iv), (v),

(vi) or (vii) above may be taken into account in determining if a Purchaser Material Adverse Effect has occurred to the

extent it has a disproportionate and adverse effect on the business, assets, financial condition or results of operations of the Purchaser

relative to similarly situated special purpose acquisition companies.

“Purchaser Non-Party

Affiliates” means, collectively, each Related Person of any Purchaser Party and each of the former, current or future Affiliates,

Representatives, successors or permitted assigns of any such Related Person (other than, for the avoidance of doubt, any Purchaser Party).

“Purchaser Ordinary

Shares” means, collectively, the Purchaser Class A Ordinary Shares and the Purchaser Class B Ordinary Shares.

100

“Purchaser Organizational

Documents” means the Amended and Restated Memorandum and Articles of Association of the Purchaser, adopted by special resolution

dated 26 March 2026 and effective on 26 March 2026.

“Purchaser Parties”

means, collectively, the Purchaser, Pubco and Merger Sub.

“Purchaser Private

Placement Warrants” means the warrants of the Purchaser issued in private placements consummated in connection with the IPO

and outstanding as of the date of this Agreement, each exercisable for one Purchaser Class A Ordinary Share (after the Domestication,

one share of Domesticated Purchaser Class A Common Stock) on the terms set forth in the Warrant Agreement.

“Purchaser Public

Filings” means all reports, schedules, forms, statements, certifications, prospectuses, registration statements and other documents

required to be filed or furnished by the Purchaser with the SEC.

“Purchaser Public

Shareholders” means the holders of Purchaser Class A Ordinary Shares (after the Domestication, shares of Domesticated Purchaser

Class A Common Stock) issued in the IPO and outstanding as of the applicable record date or determination date.

“Purchaser Public

Warrants” means the warrants forming a portion of the Purchaser Units issued in the IPO and outstanding from time to time, each

exercisable for one Purchaser Class A Ordinary Share (after the Domestication, one share of Domesticated Purchaser Class A Common Stock)

on the terms set forth in the Warrant Agreement, and listed on Nasdaq under the symbol “IPFXW.”

“Purchaser SEC Reports”

has the meaning specified in Section 6.06(a).

“Purchaser Shareholder

Approval” means the approval of (i) those Transaction Proposals identified in Section 7.13(b) requiring approval by special

resolution under Cayman Islands Law, by an affirmative vote of the holders of not less than two-thirds of the outstanding Purchaser Ordinary

Shares entitled to vote, who attend and vote thereupon at the Purchaser Shareholders’ Meeting, (ii) those Transaction Proposals

identified in Section 7.13(b) requiring approval by ordinary resolution under Cayman Islands Law, by an affirmative vote of the

holders of at least a majority of the outstanding Purchaser Ordinary Shares entitled to vote, who attend and vote thereupon at the Purchaser

Shareholders’ Meeting, and (iii) with respect to any other proposal proposed to the Purchaser Shareholders, the requisite approval

required under the Purchaser Organizational Documents, the Cayman Companies Act or any other applicable Law, in each case at a Purchaser

Shareholders’ Meeting.

“Purchaser Shareholders”

has the meaning specified in Section 10.16.

“Purchaser Shareholders’

Meeting” has the meaning specified in Section 7.13(b).

“Purchaser Transaction

Costs” means: (a) all fees, costs and expenses of the Purchaser incurred prior to and through the Closing Date in connection

with the negotiation, preparation and execution of this Agreement, the other Ancillary Documents and the consummation of the Transactions,

that are unpaid prior to the Closing, including any and all professional or transaction-related costs, fees and expenses of legal, accounting

advisors, consultants, auditors, and accountants; (b) Transfer Taxes that are the responsibility of the Purchaser pursuant to Section

7.11(b); and (c) any Indebtedness of the Purchaser owed to its Affiliates or shareholders; provided, that the aggregate amount

of Purchaser Transaction Costs paid or borne, directly or indirectly, by the Purchaser, the Sponsor, the Company, Pubco or any of their

respective Affiliates from the Trust Account or from the capital of the Company or Pubco shall not exceed the Purchaser Expense Cap,

and any Purchaser Transaction Costs in excess of the Purchaser Expense Cap shall be borne by the Purchaser, the Sponsor and their respective

Affiliates without recourse to the Trust Account, the Company, Pubco or Purchaser, except with the prior written consent of the Company.

For the avoidance of doubt, any costs, fees and expenses payable in connection with financing associated with the Transactions, including,

without limitation, any deferred underwriting commissions and any fees and expenses payable in connection with the Series B Investment

and the PIPE Investment shall not be considered Purchaser Transaction Costs.

101

“Purchaser Units”

means the units issued by the Purchaser in the IPO and outstanding from time to time, each consisting of one Purchaser Class A Ordinary

Share and one-third of one Purchaser Public Warrant, and listed on Nasdaq under the symbol “IPFXU.”

“QS Group”

has the meaning specified in Section 10.15(a)(ii).

“Recapitalization”

has the meaning specified in the Recitals.

“Redemption”

or “Redemptions” has the meaning specified in Section 7.13(b).

“Registration Statement”

means the Registration Statement on Form S-4, or other appropriate form, including any pre-effective or post-effective amendments or supplements

thereto, to be filed with the SEC by Pubco under the Securities Act with respect to the Pubco Registration Statement Securities.

“Registration Statement

Securities” has the meaning specified in Section 7.13(a)(i).

“Related Person”

means any officer, director, manager, employee, trustee or beneficiary of a Target Company or any of its Affiliates and any immediate

family member of any of the foregoing.

“Release”

means any release, spill, emission, leaking, pumping, pouring, emptying, escaping, dumping, migrating, injection, deposit, disposal, discharge,

dispersal, or leaching into the indoor or outdoor environment, or into or out of any property.

“Remedial Legal Proceeding”

means all actions to (i) clean up, remove, treat, or in any other way address any Hazardous Substances, (ii) prevent the Release of any

Hazardous Substances 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.

“Required Members”

means the holders of Company Units required to deliver the Requisite Member Approval (whether by written consent or vote), as set forth

on Schedule C of the Company Disclosure Letter, in each case in accordance with the Company LLC Agreement, the Investors’

Rights Agreement, the ROFR/Co-Sale Agreement and applicable Law.

“Required Regulatory

Approvals” means, collectively, the consents, approvals, authorizations, clearances, exemptions, waivers, registrations, declarations,

notifications and filings of, with or to any Governmental Authority required to consummate the Transactions, in each case as set forth

on Section 8.01(a) of the Company Disclosure Letter and Section 8.01(a) of the Purchaser Disclosure Letter, including,

to the extent applicable, any required approval, clearance, expiration or termination of any waiting period under (a) any Antitrust Law,

(b) any U.S. or foreign export-control, sanctions, anti-boycott or national-security Law, (c) any Federal Communications Commission,

Federal Aviation Administration, National Oceanic and Atmospheric Administration, U.S. Department of Defense or other space, aviation,

communications, sensitive-technology or national-security authority, and (d) Nasdaq.

102

“Requisite Member

Approval” means the approval of this Agreement and the Transactions, including the Recapitalization, the entry into the Company

A&R Operating Agreement and the other Ancillary Documents to which the Company is or will become a party, by the affirmative vote

or written consent of the Required Members, pursuant to the terms and in accordance with and satisfaction of the conditions of the Company

LLC Agreement, the Investors’ Rights Agreement, the ROFR/Co-Sale Agreement and applicable Law.

“ROFR/Co-Sale Agreement”

means that certain Right of First Refusal and Co-Sale Agreement of the Company, dated as of December 12, 2025, by and among the Company

and the equityholder parties named therein, as amended, restated or supplemented from time to time prior to the Closing.

“RS” has

the meaning specified in Section 10.15(a)(ii).

“Sanctioned Jurisdiction”

has the meaning specified in Section 6.16(c).

“Sanctioned Person”

means any Person that is (a) listed on, or owned 50% or more (in the aggregate, directly or indirectly) by, or acting on behalf of any

Person listed on, the SDN List, the Sectoral Sanctions Identifications List, or any other sanctions-related list maintained by any Governmental

Authority, (b) located, organized or resident in a Sanctioned Jurisdiction, or (c) the government of any Sanctioned Jurisdiction, in each

case to the extent such designation, listing, location, organization or residence is sanctioned under applicable Sanctions Laws.

“Sanctions Laws”

means all applicable Laws relating to economic, trade or financial sanctions, embargoes or restrictive measures administered or enforced

by the U.S. Government (including the U.S. Department of the Treasury’s Office of Foreign Assets Control and the U.S. Department

of State), the United Nations Security Council, the European Union, His Majesty’s Treasury, or any other applicable Governmental

Authority.

“SDN List”

has the meaning specified in Section 6.16(c).

“SEC” means

the U.S. Securities and Exchange Commission (or any successor Governmental Authority).

“Securities Act”

means the Securities Act of 1933, as amended.

“Seller Class B Subscription

Agreement” has the meaning specified in the Recitals.

“Seller Contributions”

has the meaning specified in Section 1.01(d).

“Seller Lock-Up Agreement”

has the meaning specified in the Recitals.

“Sellers”

means each holder of Company Units immediately prior to the Recapitalization (other than the Company itself) that is identified as a

Seller on the Closing Member Schedule and that is to receive Aggregate Consideration in respect of the Transactions, in each case as

such Person executes and becomes a party to each Ancillary Document required to be executed by such Person in connection with the Transactions

(which shall include the Company A&R Operating Agreement, the Seller Class B Subscription Agreement, the Seller Lock-Up Agreement,

the A&R Registration Rights Agreement and the Tax Receivable Agreement, as applicable, and shall include the Member Support Agreement

solely with respect to any such Person that is also a Required Member).

103

“Seller Subscription

Amount” has the meaning specified in Section 1.01(n).

“Seller Tax Representative”

means Kamal Ghaffarian.

“Series A-1 Units”

means the units of the Company designated as “Series A-1 Units” under the Company LLC Agreement, in each case outstanding

immediately prior to the Recapitalization.

“Series A Units”

means the units of the Company designated as “Series A Units” (other than Series A-1 Units) under the Company LLC Agreement,

in each case outstanding immediately prior to the Recapitalization.

“Series B Investment”

has the meaning specified in the Recitals.

“Series B Investors”

has the meaning specified in the Recitals.

“Series B Preference

Amount” has the meaning specified in the Seventh A&R Operating Agreement of the Company, dated as of the date hereof.

“Series B Preferred

Units” means the Company’s Series B Convertible Preferred Units issued hereunder having the rights, preferences and privileges

set forth in the Company LLC Agreement, in the form of Exhibit A to the Series B SPA.

“Series B SPA”

means that certain securities purchase agreement, dated as of the date hereof, entered into by and among Pubco, the Company and the Series

B Investors, pursuant to which the Series B Investors have agreed, among other things, to purchase from the Company, and the Company has

agreed, among other things, to sell to the Series B Investors, Series B Preferred Units and Series B Investor Warrants, for an aggregate

purchase price of $50,000,000.

“Series B Warrants”

means the Common Units purchase warrants to be delivered to the Series B Investors at the closing of the transactions contemplated by

the Series B SPA.

“Signing Filing”

has the meaning specified in Section 7.15(b).

“Signing Press Release”

has the meaning specified in Section 7.15(b).

“Software”

means any and all (a) computer software, firmware and computer programs, systems, and applications, including all source code, object

code, middleware, compilers, utilities, computer programs, application programming interfaces, algorithms, heuristics, plugins, libraries,

subroutines, tools, drivers, microcode, scripts, batch files, instruction sets and macros, models, and methodologies, in each case of

the foregoing including all code, whether in source code, executable or object code form, together with patches, new versions or updates

thereto, (b) software modules, tools, and databases, database rights, compilations, and any other electronic data files, including any

and all data and collections of data, whether human readable, machine readable or otherwise, (c) deep learning, machine learning, and

other artificial intelligence technologies (collectively, “AI/ML”), and (d) documentation including developer notes, instructions,

comments, annotations, user manuals and other training documentation related to any of the foregoing.

104

“Sponsor”

means Inflection Point Holdings VI LLC, a Delaware limited liability company.

“Sponsor Lock-Up

Agreement” has the meaning specified in the Recitals.

“Sponsor Share Conversion”

has the meaning specified in the Recitals.

“Sponsor Support

Agreement” means that certain Sponsor Support Agreement, dated as of the date of this Agreement (as it may be amended, restated,

supplemented or otherwise modified from time to time in accordance with its terms), by and among the Sponsor, the Company, the Purchaser

and the other parties thereto.

“Standard Contract”

has the meaning specified in Section 3.13(a)(xv).

“Subsidiary”

means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a

majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election

of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of

the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, a majority

of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by any Person

or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons will be deemed to have a

majority ownership interest in a partnership, association or other business entity if such Person or Persons will be allocated a majority

of partnership, association or other business entity gains or losses or will be or control the managing director, managing member, general

partner or other managing Person of such partnership, association or other business entity. A Subsidiary of a Person will also include

any variable interest entity which is consolidated with such Person under applicable accounting rules.

“Target Companies”

means, collectively, the Company and its direct and indirect Subsidiaries.

“Taxes”

means all direct or indirect federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, value-added,

ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, social security and

related contributions due in relation to the payment of compensation to employees, excise, severance, stamp, occupation, premium, property,

windfall profits, alternative minimum, estimated, customs, duties or other taxes, fees, assessments or charges in the nature of a tax,

together with any interest and any penalties, additions to tax or additional amounts with respect thereto imposed by a Governmental Authority.

“Tax Proceeding”

means any audit, examination, deficiency, refund litigation, administrative proceeding, judicial proceeding or other Legal Proceeding

by or before any Governmental Authority with respect to any Tax of any Target Company, the Purchaser or any of their respective Affiliates.

“Tax Receivable Agreement”

has the meaning specified in the Recitals.

“Tax Return”

means any return, form, declaration, election, disclosure, 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.

“Top Customer”

has the meaning specified in Section 3.23(a).

“Top Customers”

has the meaning specified in Section 3.23(a).

105

“Top Supplier”

has the meaning specified in Section 3.23(b).

“Top Suppliers”

has the meaning specified in Section 3.23(b).

“Trademarks”

has the meaning set forth in the definition of “Intellectual Property”.

“Trade Secrets”

means any trade secrets, confidential information, proprietary information and technology, concepts, ideas, designs, research or development

information, processes, procedures, techniques, formulae, compositions, technical information, specifications, operating and maintenance

manuals, engineering drawings, methods, methodologies, plans, descriptions, drawings, databases and data, including technical, financial,

accounting, customer, marketing and business data, pricing and cost information, business and marketing plans and proposals, know-how,

data, data analytics, models, licenses, mask works, discoveries, inventions, invention disclosures, modifications, extensions, improvements,

and other non-public or confidential information or proprietary rights (whether or not patentable, tangible, or subject to Copyright,

Trademark, or trade secret protection), and all documentation relating to any of the foregoing.

“Transaction Proposals”

has the meaning specified in Section 7.13(b).

“Transactions”

has the meaning specified in the Recitals.

“Transfer Taxes”

has the meaning specified in Section 7.11(b).

“Treasury Regulations”

means the regulations (including temporary regulations) promulgated by the United States Department of the Treasury pursuant to and in

respect of provisions of the Code. All references herein to sections of the Treasury Regulations shall include any corresponding provisions

or provisions of succeeding, similar or substitute, temporary or final Treasury Regulations.

“Trust Account”

has the meaning specified in Section 6.14.

“Trust Agreement”

has the meaning specified in Section 6.14.

“Trustee”

has the meaning specified in Section 6.14.

“UAR” means

each unit appreciation right outstanding under the UAR Plan or any other agreement of any Target Company immediately prior to the Closing.

“UAR Plan”

means the Quantum Space, LLC Unit Appreciation Rights Plan and each related award agreement, in each case as in effect from time to time

prior to the Closing.

“Underwriting Agreement”

means that certain Underwriting Agreement, dated as of March 26, 2026, by and among the Purchaser and the IPO Underwriter, relating to

the IPO.

“U.S. Person”

means a “United States person” as defined in Section 7701(a)(30) of the Code.

“WARN Act”

has the meaning specified in Section 3.18(c).

“Warrant Agreement”

means that certain Warrant Agreement, dated as of March 26, 2026, by and between the Purchaser and Continental, as warrant agent.

“Warrant Assumption

Agreement” has the meaning specified in the Recitals.

“Warrant Contributions”

has the meaning specified in Section 1.01(f).

“Written Consent”

has the meaning specified in Section 7.13(c)(i).

{REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;

SIGNATURE PAGE FOLLOWS}

106

IN WITNESS WHEREOF,

each Party hereto has caused this Business Combination Agreement to be signed and delivered as of the date first written above.

The Purchaser:

INFLECTION POINT ACQUISITION CORP. VI

By:

/s/ Kevin Shannon

Name:

Kevin Shannon

Title:

Chief Executive Officer

Pubco:

IPFX PUBCO, INC.

By:

/s/ Kevin Shannon

Name:

Kevin Shannon

Title:

President and Chief Executive Officer

Merger Sub:

IPFX MERGER SUB, INC.

By:

/s/ Kevin Shannon

Name:

Kevin Shannon

Title:

President and Chief Executive Officer

The Company:

QUANTUM SPACE, LLC

By:

/s/ James Bridenstine

Name:

James Bridenstine

Title:

Chief Executive Officer

{Signature Page to Business Combination

Agreement}

EX-3.1 — FORM OF CERTIFICATE OF DESIGNATION RELATING TO THE 12.0% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK

EX-3.1

Filename: ea029394001ex3-1.htm · Sequence: 3

Exhibit 3.1

[IPFX PubCo, Inc.]

CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

12.0% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK

PURSUANT TO SECTION 151(g) OF THE

DELAWARE GENERAL CORPORATION LAW

The undersigned, Kevin Shannon,

does hereby certify that:

He is the Chief Executive Officer of [IPFX PubCo, Inc.], a Delaware corporation (the “Corporation”).

The Corporation is authorized to issue [●] shares of preferred stock, none of which have been issued.

The following resolutions were duly adopted by the board of directors of the Corporation (the “Board of Directors”):

WHEREAS, the certificate of

incorporation of the Corporation provides for a class of its authorized stock known as preferred stock, consisting of [●] shares,

[$0.0001] par value per share, issuable from time to time in one or more series;

WHEREAS, the Board of Directors

is authorized to fix the dividend rights, dividend rate, voting rights, conversion rights, rights and terms of redemption and liquidation

preferences of any wholly unissued series of preferred stock and the number of shares constituting any series and the designation thereof,

of any of them; and

WHEREAS, it is the desire

of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and other matters relating

to a series of the preferred stock, which shall consist of up to [●] shares of the preferred stock which the Corporation has the

authority to issue, as follows:

NOW, THEREFORE, BE IT RESOLVED,

that the Board of Directors does hereby provide for the issuance of a series of preferred stock for cash or exchange of other securities,

rights or property and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such series of

preferred stock as follows:

TERMS OF 12.0% SERIES A CUMULATIVE CONVERTIBLE

PREFERRED STOCK

Section 1. Definitions.

For the purposes hereof, the following terms shall have the following meanings:

“Accrued

Dividend” shall have the meaning set forth in Section 3(a).

“Accrued

Value” means, as of any date, with respect to each share of Preferred Stock as of the determination date, the sum, subject to

appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to

the Preferred Stock, of (i) the Stated Value per share of Preferred Stock, plus (ii) the aggregate amount of any accrued PIK Dividends

on such share of Preferred Stock as of such date, plus (iii) on each Semi-Annual Dividend Date and on a cumulative basis, an additional

amount equal to the dollar value of all Accrued Dividends that have accrued on such share pursuant to Section 3(a), but only

to the extent such Accrued Dividends have not been paid, whether or not declared, but that have not, as of such date, been added to the

Accrued Value.

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.

“Alternate

Consideration” shall have the meaning set forth in Section 7(f)(i).

“Annual

Rate” means with respect to a PIK Dividend, 12.0% of the Accrued Value and with respect to a Cash Dividend, 10.0% of the Accrued

Value.

“Attribution

Parties” shall have the meaning set forth in Section 6(d).

“Available

Proceeds” shall have the meaning set forth in Section 5(c)(i).

“Beneficial

Ownership Limitation” shall have the meaning set forth in Section 6(d).

“Business

Combination” means the transactions contemplated by the Business Combination Agreement.

“Business

Combination Agreement” means that certain Business Combination Agreement, dated as of June 8, 2026, by and among the Corporation

(or its predecessor), [IPFX Merger Sub, Inc.] and Quantum Space LLC, as it may be further amended, modified or supplemented from time

to time.

“Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed

to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential

employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental

authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York

generally are open for use by customers on such day.

“Buy-In”

shall have the meaning set forth in Section 6(c)(iv).

“Cash Dividend”

shall have the meaning set forth in Section 3(a).

“Closing”

means the closing of the Business Combination.

“Closing

Date” means the Trading Day on which the Business Combination is consummated.

“Commission”

means the United States Securities and Exchange Commission.

“Class

A Common Stock” means the Class A common stock, par value [$0.0001] per share, of the Corporation and stock of any other class

of securities into which such securities may hereafter be reclassified or changed.

“Class

B Common Stock” means the Class B common stock, par value [$0.0001] per share, of the Corporation and stock of any other class

of securities into which such securities may hereafter be reclassified or changed.

“Class

C Common Stock” means the Class C common stock, par value [$0.0001] per share, of the Corporation and stock of any other class

of securities into which such securities may hereafter be reclassified or changed.

“Common

Stock” means, collectively, the Class A Common Stock, the Class B Common Stock and the Class C Common Stock.

“Common

Stock Equivalents” means any securities of the Corporation that would entitle the holder thereof to acquire at any time

Class A Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is

at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Class A Common

Stock, and any securities of the Corporation that when paired with one or more other securities of the Corporation or another entity

entitles the holder thereof to receive, Class A Common Stock.

“Conversion

Date” shall have the meaning set forth in Section 6(a).

“Conversion

Price” shall have the meaning set forth in Section 6(b).

“Conversion

Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance

with the terms hereof.

“Convertible

Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable

for, or which otherwise entitles the holder thereof to acquire, any shares of Class A Common Stock and any securities of the Corporation

that when paired with one or more other securities of the Corporation or another entity entitles the holder thereof to receive, Class

A Common Stock.

“Corporation

Notice” shall have the meaning set forth in Section 8(a)(iii).

“Deemed

Liquidation Event” means: (i) a merger or consolidation in which (a) the Corporation is a constituent party or (b) a subsidiary

of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation;

provided, that, a Deemed Liquidation Event shall not include any such merger or consolidation involving the Corporation or a subsidiary

in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent,

or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at

least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or resulting

corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation

of such surviving or resulting corporation; or (ii) (a) the sale, in a single transaction or series of related transactions, by the Corporation

or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole,

or (b) the sale or disposition (whether by merger, consolidation or otherwise, and whether in a single transaction or a series of related

transactions) of one (1) or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries

taken as a whole are held by such subsidiary or subsidiaries, except where such sale is to a wholly owned subsidiary of the Corporation.

“Delaware

Courts” shall have the meaning set forth in Section 9(d).

“Dilutive

Issuance” shall have the meaning set forth in Section 7(c).

“Distribution”

shall have the meaning set forth in Section 7(e).

“Effective

Date” means the date that the Registration Statement filed by the Corporation pursuant to the Registration Rights Agreement

is first declared effective by the Commission.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exempt

Issuance” means the issuance of (a) any securities of the Corporation to employees, officers or directors of the

Corporation pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the

Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services

rendered to the Corporation, (b) securities upon the exercise or exchange of or conversion of any securities issued pursuant to the

Purchase Agreements or the Business Combination Agreement and/or other securities exercisable or exchangeable for or convertible

into shares of Class A Common Stock issued and outstanding on the Closing Date, provided that such securities have not

been amended since the Closing Date to increase the number of such securities or to decrease the exercise price, exchange price or

conversion price of such securities (other than in connection with stock splits or combinations and automatic adjustments to such

terms pursuant to anti-dilution or similar provisions of such securities which are not more favorable to the holder thereof than the

anti-dilution and similar provisions set forth herein) or to extend the term of such securities, (c) the Conversion Shares and (d)

securities issued pursuant to any merger, acquisition or strategic transaction or partnership approved by a majority of the

directors of the Corporation, provided that (i) such securities are issued as “restricted securities” (as

defined in Rule 144) or are issued pursuant to an effective registration statement pursuant to the Securities Act and (ii) any such

issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating

company or an owner of an asset in a business synergistic with the business of the Corporation and shall provide to the Corporation

additional benefits in addition to the investment of funds, but any such Exempt Issuance shall not include a

transaction in which the Corporation is issuing securities (i) primarily for the purpose of raising capital, including an

at-the-market offering, or (ii) to an entity whose primary business is investing in securities.

“Floor

Price” means the lesser of (i) $7.00 (as adjusted for any stock dividend, stock split, stock combination, reclassification or

similar transaction occurring after the date of the Purchase Agreement) and (ii) the Conversion Price then in effect.

“Fundamental

Transaction” shall have the meaning set forth in Section 7(f)(i).

“Holder”

shall have the meaning set forth in Section 2(a).

“Inflection

Point” means Inflection Point Asset Management LLC and/or one or more of its Affiliates.

“Junior

Securities” shall have the meaning set forth in Section 5(a).

“New Issuance

Price” shall have the meaning set forth in Section 7(c).

“Notice

of Conversion” shall have the meaning set forth in Section 6(a).

“Options”

means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

“Option

Value” means the value of an Option based on the Black-Scholes Option Pricing model obtained from the “OV”

function on Bloomberg determined as of (A) the Trading Day prior to the public announcement of the issuance of the applicable

Option, if the issuance of such Option is publicly announced or (B) the Trading Day immediately following the issuance of the

applicable Option if the issuance of such Option is not publicly announced, for pricing purposes and reflecting (i) a risk-free

interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of the applicable Option as of the

applicable date of determination, (ii) an expected volatility equal to the greater of 100% and the 100 day volatility

obtained from the HVT function on Bloomberg as of (A) the Trading Day immediately following the public announcement of the

applicable Option if the issuance of such Option is publicly announced or (B) the Trading Day immediately following the issuance of

the applicable Option if the issuance of such Option is not publicly announced, (iii) the underlying price per share used in such

calculation shall be the highest weighted average price of the Class A Common Stock during the period beginning on the Trading Day

prior to the execution of definitive documentation relating to the issuance of the applicable Option and ending on (A) the Trading

Day immediately following the public announcement of such issuance, if the issuance of such Option is publicly announced or (B) the

Trading Day immediately following the issuance of the applicable Option if the issuance of such Option is not publicly announced,

(iv) a zero cost of borrow and (v) a 360 day annualization factor, provided, however, in case any Option

is issued in connection with the issue or sale of other securities of the Corporation, together comprising one integrated

transaction, in no event shall the Option Value exceed a fraction of the aggregate consideration received (excluding the minimum

aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision

contained therein for a subsequent adjustment of such consideration) payable to the Corporation upon the exercise of such Options,

or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or

exchange of such Convertible Securities) equal to (1) the number of shares of Class A Common Stock underlying such Option divided by

(2) the total number of shares of Class A Common Stock issued or issuable in the integrated transaction (including the number of

shares underlying such Option).

“Original

Issue Date” means the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers

of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred

Stock.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,

joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“PIK Dividend”

shall have the meaning set forth in Section 3(a).

“Preferred

Stock” shall have the meaning set forth in Section 2(a).

“Preferred

Stock Liquidation Amount” shall have the meaning set forth in Section 5(b)(ii).

“Preferred

Stock Register” shall have the meaning set forth in Section 2(b).

“Purchase

Agreements” means the several Securities Purchase Agreements, between the Corporation and certain original Holders, as amended,

modified or supplemented from time to time in accordance with their respective terms.

“Purchase

Rights” shall have the meaning set forth in Section 7(d).

“Redemption

Date” shall have the meaning set forth in Section 8(b)(i).

“Redemption

Notice” shall have the meaning set forth in Section 8(b)(ii).

“Redemption

Price” shall have the meaning set forth in Section 8(b)(i).

“Redemption

Request” shall have the meaning set forth in Section 8(b)(i).

“Registration

Rights Agreement” means the Registration Rights Agreement, dated as of the Closing Date, among the Corporation, the original

Holders and certain other securityholders of the Corporation.

“Registration

Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering

the resale of the Conversion Shares by each Holder as provided for in the Registration Rights Agreement, including the Initial Registration

Statement (as defined in the Registration Rights Agreement) and any additional Registration Statements which may be required thereunder.

“Required

Holders” shall have the meaning set forth in Section 4(c).

“Rule 144”

means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar

rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 424”

means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,

or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Semi-Annual

Dividend Date” shall mean June 1 and December 1 of each year.

“Share

Delivery Date” shall have the meaning set forth in Section 6(c)(i).

“Standard

Settlement Period” shall have the meaning set forth in Section 6(c)(i).

“Stated

Value” shall have the meaning set forth in Section 2(a).

“Successor

Entity” shall have the meaning set forth in Section 7(f)(iii).

“Trading

Day” means a day on which the principal Trading Market is open for business.

“Trading

Market” means any of the following markets or exchanges on which the Class A Common Stock is listed or quoted for trading on

the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New

York Stock Exchange (or any successors to any of the foregoing).

“Transfer

Agent” means Continental Stock Transfer & Trust Company, the current transfer agent of the Corporation, and any successor

transfer agent of the Corporation.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Class A Common Stock is then

listed or quoted on a Trading Market, the arithmetic mean of the daily volume weighted average prices of the Class A Common Stock for

each of the 20 Trading Days preceding such date (or the nearest preceding date) on the Trading Market on which the Class A Common Stock

is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York

City time)), with each such Trading Day weighted equally regardless of the aggregate trading volume for such Trading Day, (b) if OTCQB

or OTCQX is not a Trading Market, the arithmetic mean of the daily volume weighted average prices of the Class A Common Stock for each

of the 20 Trading Days preceding such date (or the nearest preceding date) on OTCQB, OTCQX or OTCID as applicable, calculated in the same

manner as clause (a), (c) if the Class A Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the

Class A Common Stock are then reported in The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting

prices), the average of the highest closing bid price and the lowest closing ask price of the Class A Common Stock for the 20 Trading

Days preceding such date, or (d) in all other cases, the fair market value of a share of Class A Common Stock as determined by an independent

appraiser selected in good faith by the Holders of a majority in interest of the Preferred Stock then outstanding and reasonably acceptable

to the Corporation, the fees and expenses of which shall be paid by the Corporation. For the avoidance of doubt, the daily volume weighted

average price for each individual Trading Day shall be determined by Bloomberg L.P. in accordance with its standard methodology, and the

VWAP for the applicable period shall be calculated by summing such daily values and dividing by the number of Trading Days in the measurement

period (i.e., 20 Trading Days), such that each Trading Day’s price is given equal weight irrespective of trading volume.

Section 2.

Designation, Amount and Par Value.

(a)

The series of preferred stock shall be designated as its “12.0% Series A Cumulative Convertible Preferred

Stock” (the “Preferred Stock”) and the number of shares so designated shall be up to [●] (which shall

not be subject to increase without the written consent of a majority of the then outstanding Preferred Stock (each, a

“Holder” and collectively, the “Holders”)). Each share of Preferred Stock shall have a par

value of [$0.0001] per share and a stated value equal to $12.00 (the “Stated Value”).

(b) The

Corporation shall register, or cause its Transfer Agent to register, shares of the Preferred Stock upon records to be maintained by

the Corporation or its Transfer Agent for that purpose (the “Preferred Stock Register”), in the name of the

Holders thereof from time to time. The Corporation may deem and treat the registered Holder of shares of Preferred Stock as the

absolute owner thereof for the purpose of any conversion thereof and for all other purposes. The Corporation shall register, or

cause its Transfer Agent to register, the transfer of any shares of Preferred Stock in the Preferred Stock Register, upon surrender

of the certificates evidencing such shares to be transferred, duly endorsed by the Holder thereof, to the Corporation at its address

specified herein and after such Holder shall have provided to the Corporation such documentation and legal opinions, if any, as may

be reasonably requested by the Corporation (including any documentation required by the Transfer Agent with respect to such

transfer). Upon the registration of such transfer, a new certificate (to the extent such shares are certificated) evidencing the

shares of Preferred Stock so transferred shall be issued to the transferee and a new certificate evidencing the remaining portion of

the shares not so transferred, if any, shall be issued to the transferring Holder, in each case, within three Business Days. The

Board of Directors may provide by resolution or resolutions that some or all of the Preferred Stock shall be uncertificated shares.

The Corporation shall not be required to register, or cause its Transfer Agent to register, or record any transfer of any shares of

the Preferred Stock that would violate, conflict with, or fail to be in compliance with federal or state securities laws.

Section 3. Dividends.

(a)

From and after the Closing, subject to the terms of this Section 3, cumulative dividends shall accrue on the Accrued

Value of each share of Preferred Stock at the Annual Rate. Dividends on each share of Preferred Stock shall be cumulative and shall accrue

daily from and after the Closing, but shall compound on a semi-annual basis on each Semi-Annual Dividend Date (each, an “Accrued

Dividend”) whether or not earned or declared, and whether or not there are earnings or profits, surplus, or other funds or assets

of the Corporation legally available for the payment of dividends. Each Accrued Dividend shall be paid, at the election of the Corporation,

(i) in cash (a “Cash Dividend”), or (ii) in kind by increasing the Accrued Value of such share (a “PIK Dividend”).

(b)

The Corporation shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the

Corporation ranking junior to the Preferred Stock (other than dividends on shares of Class A Common Stock payable in shares of Class A

Common Stock) unless (in addition to the obtaining of any consents required in this Certificate of Designation or the Corporation’s

certificate of incorporation) the Holders of the Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend

on each outstanding share of Preferred Stock in an amount at least equal to the sum of (i) the amount of the aggregate Accrued Dividends

then accrued on such share of Preferred Stock and not previously paid and (ii) (A) in the case of a dividend on Class A Common Stock or

any class or series that is convertible into Class A Common Stock, that dividend per share of Preferred Stock as would equal the product

of (1) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series

had been converted into Common Stock and (2) the number of shares of Common Stock issuable upon conversion of a share of Series A Cumulative

Convertible Preferred Stock without giving effect to any limitation on conversion, including, without limitation, the Beneficial Ownership

Limitation, in each case calculated on the record date for determination of holders entitled to receive such dividend or (B) in the case

of a dividend on any class or series of capital stock of the Corporation ranking junior to the Preferred Stock that is not convertible

into Class A Common Stock, at a rate per share of Preferred Stock determined by (1) dividing the amount of the dividend payable on each

share of such class or series of capital stock by the original issuance price of such class or series of capital stock (subject to appropriate

adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such class or

series) and (2) multiplying such fraction by an amount equal to the Accrued Value; provided that if the Corporation declares, pays or

sets aside, on the same date, a dividend on shares of more than one class or series of capital stock of the Corporation that is junior

to the Preferred Stock, the dividend payable to the Holders of Preferred Stock pursuant to this Section 3 shall be calculated

based upon the dividend on the class or series of capital stock that would result in the highest Preferred Stock dividend.

to Section 5 and Section 7, the Holders shall be entitled to receive, and the Corporation shall pay,

dividends on shares of Preferred Stock (other than Accrued Dividends), on an as-converted basis, equal to and in the same form as

dividends actually paid on shares of the Class A Common Stock when, as and if such dividends are paid on shares of the Class A

Common Stock.

(d)

Notwithstanding anything to the contrary herein, to the extent that the Holder’s right to participate in any dividend would

result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such dividend

to such extent (or in the beneficial ownership of any shares of Class A Common Stock as a result of such Distribution to such extent)

and the portion of such dividend shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto

would not result in the Holder exceeding the Beneficial Ownership Limitation.

Section 4. Voting

Rights.

(a) The Holders shall be entitled to notice of any meeting of stockholders of the Corporation and, except as otherwise required by

law or as may be provided herein, shall vote together with the holders of Common Stock as a single class upon any matter submitted to

the stockholders for a vote.

(b)

On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of the stockholders

of the Corporation (or by written consent in lieu of a meeting), a Holder, together with its Attribution Parties, shall be entitled to

the number of votes equal to the number of whole shares of Class A Common Stock into which the shares of Preferred Stock held by such

Holder, together with its Attribution Parties, are convertible on the record date for determining stockholders entitled to vote on such

matter (as adjusted from time to time pursuant to Section 7 hereof and subject to the Beneficial Ownership Limitation), but without

regard to the Beneficial Ownership Limitation or as to whether sufficient shares of Class A Common Stock are available out of the Corporation’s

authorized but unissued stock, for the purpose of effecting the conversion of the Preferred Stock.

(c) As long as at least 20% or more of the shares of Preferred Stock issued as of the Closing are outstanding, the Corporation shall

not, without the affirmative vote or action by written consent of the Holders of at least a majority of the issued and outstanding shares

of the Preferred Stock, which majority must include Inflection Point if Inflection Point then holds any shares of Preferred Stock (the

“Required Holders”):

(i) liquidate,

dissolve or wind-up the affairs of the Corporation;

(ii)

amend, alter or repeal the Corporation’s certificate of incorporation or bylaws, this Certificate of Designation or any similar

document of the Corporation in a manner that materially and adversely affects the powers, preferences or rights given to the Preferred

Stock;

(iii) create any equity security, authorize the creation of any equity security, classify any equity security, reclassify any equity

security, or issue any other security convertible into or exercisable for any equity security, unless such security ranks junior to the

Preferred Stock with respect to its rights, preferences and privileges or increase the number of authorized shares of Preferred Stock;

(iv)

except as set forth in Section 3, purchase or redeem or pay any cash dividend on any capital stock of the Corporation ranking

junior to the Preferred Stock prior to payment of such cash dividend on the Preferred Stock or purchase or redeem any capital stock of

the Corporation ranking junior to the Preferred Stock, other than capital stock repurchased at cost from former employees and consultants

in connection with the cessation of their service or pursuant to the terms of any equity incentive plan of the Corporation;

(v) enter into

any transaction with an affiliate, other than the issuance of equity or awards to eligible participants under the

Corporation’s incentive plan, equity plan or equity-based compensation plan or with respect to employment, consulting or award

agreements with respect to executive officers of the Corporation, in each case regardless of whether such person (or such

person’s affiliates) would be considered an affiliate of the Corporation; or

(vi) incur or guarantee any indebtedness other than equipment leases or trade payables incurred in the ordinary course of business;

provided, however, that the Preferred Stock shall not be considered indebtedness for purposes of this calculation.

(d)

Notwithstanding anything to the contrary herein, Section 6(d) may not be amended, modified or waived in any manner

that materially and adversely affects a Holder of Preferred Stock without such Holder’s consent.

Section 5. Ranking;

Liquidation.

(a) The Preferred Stock shall rank senior to all of the Common Stock and any other class or series of capital stock of the Corporation

currently existing or hereafter authorized, classified or reclassified by the Corporation (collectively, “Junior Securities”),

in each case, as to rights to receive dividends or to participate in distributions of assets or payments upon liquidation, dissolution

or winding up of the Corporation, whether voluntarily or involuntarily.

(b) Preferential

Payments to Holders of Preferred Stock; Distribution of Remaining Assets.

(i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the Holders of shares of

Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders,

and in the event of a Deemed Liquidation Event, the Holders of shares of Preferred Stock then outstanding shall be entitled to be paid

out of the consideration payable to stockholders in such Deemed Liquidation Event or out of the Available Proceeds (as defined below),

as applicable, before any payment shall be made to the holders of Common Stock or other Junior Securities by reason of their ownership

thereof, an amount per share equal to the greater of (i) 100% of the Accrued Value on each share of Preferred Stock or (ii) such

amount per share as would have been payable had all shares of Preferred Stock been converted into Common Stock pursuant to Section

6 immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event based on the then effective rate of conversion

and without giving effect to the Beneficial Ownership Limitation or any other limitations on conversion set forth herein. If upon any

such liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the assets of the Corporation available for

distribution to its stockholders shall be insufficient to pay the Holders of shares of Preferred Stock the full amount to which they shall

be entitled under this Section 5(b), the Holders of shares of Preferred Stock shall share ratably in any distribution of the assets

available for distribution in proportion to the respective amounts that would otherwise be payable in respect of the shares held by them

upon such distribution if all amounts payable on or with respect to such shares were paid in full.

(ii)

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after the payment in full

of all amounts required to be paid to the holders of shares of Preferred Stock pursuant to Section 5(b)(i), the remaining assets

of the Corporation available for distribution to its stockholders or, in the case of a Deemed Liquidation Event, the consideration not

payable to the holders of shares of Preferred Stock pursuant to Section 5(b)(i) or the remaining Available Proceeds, as the case

may be, shall be distributed among the holders of the shares of Preferred Stock and Common Stock, pro rata based on the number of shares

held by each such holder, treating for this purpose all such securities as if they had been converted to Common Stock pursuant to the

terms of this Certificate of Designation immediately prior to such liquidation, dissolution or winding up of the Corporation and without

giving effect to the Beneficial Ownership Limitation or any other limitations on conversion set forth herein. The aggregate amount which

a holder of a share of Preferred Stock is entitled to receive under Sections 5(b)(i) and 5(b)(ii) is hereinafter referred

to as the “Preferred Stock Liquidation Amount.”

Liquidation Events.

(i) In the event of a Deemed Liquidation Event, if the Corporation does not effect a dissolution of the Corporation under the Delaware

General Corporation Law within ninety (90) days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice

to each Holder of Preferred Stock no later than the ninetieth (90th) day after the Deemed Liquidation Event advising such Holders

of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause to require the redemption

of such shares of Preferred Stock, and (ii) if the Required Holders so request in a written instrument delivered to the Corporation not

later than one hundred twenty (120) days after such Deemed Liquidation Event, the Corporation shall use the consideration received by

the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed,

or any other expenses associated with the Deemed Liquidation Event or the dissolution of the Corporation, in each case as determined in

good faith by the Board of Directors of the Corporation), together with any other assets of the Corporation available for distribution

to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “Available Proceeds”),

on the one hundred fiftieth (150th) day after such Deemed Liquidation Event, to redeem all outstanding shares of Preferred

Stock at a price per share equal to the Preferred Stock Liquidation Amount. Notwithstanding the foregoing, in the event of a redemption

pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Stock,

the Corporation shall redeem a pro rata portion of each Holder’s shares of Preferred Stock to the fullest extent of such Available

Proceeds, based on the respective amounts that would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds

were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing

distributions to stockholders. The provisions of (i) shall apply, with such necessary changes in the details thereof as are necessitated

by the context, to the redemption of the Preferred Stock pursuant to this Section 5(c)(i). Prior to the distribution or redemption

provided for in this Section 5(c)(i), the Corporation shall not expend or dissipate the consideration received for such Deemed

Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event.

(ii)

In any Deemed Liquidation Event, if Available Proceeds are in a form of property other than in cash, the value of such distribution

shall be deemed to be the fair market value of such property. The determination of fair market value of such property shall be made in

good faith by the Board of Directors of the Corporation, provided that to the extent such property consists of securities, the fair market

value of such securities shall be determined as follows:

a. For securities not subject to investment letters or other similar restrictions on free marketability covered by Section 5(c)(ii)b

below, the fair market value of such securities shall be the VWAP of such securities on the date of receipt (substituting the references

to “Common Stock” in the definition of “VWAP” with such publicly traded security); and

b. The method of valuation of securities subject to investment letters or other similar restrictions on free marketability (other than

restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall take into account an

appropriate discount (as determined in good faith by the Board of Directors of the Corporation) from the market value as determined pursuant

to Section5(c)(ii)a above so as to reflect the approximate fair market value thereof.

(iii) If

any portion of the consideration payable to the stockholders of the Corporation is payable only upon satisfaction of contingencies

(the “Additional Consideration”), (a) the portion of such consideration that is not Additional Consideration

(such portion, the “Initial Consideration”) shall be allocated in accordance with the foregoing Section

5(b) and this Section 5(c) as if the Initial Consideration were the only consideration payable in connection with such

Deemed Liquidation Event; and (b) any Additional Consideration which becomes payable to the stockholders of the Corporation upon

satisfaction of such contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Sections 5(b)

and 5(c) after taking into account the previous payment of the Initial Consideration as part of the same transaction. For the

purposes of this Section 5(c)(iv)iii, consideration placed into escrow or retained as a holdback to be available for

satisfaction of indemnification or similar obligations in connection with such Deemed Liquidation Event shall be deemed to be

Additional Consideration.

Section 6. Conversion.

(a) Conversions

at Option of Holder. Each share of Preferred Stock shall be convertible, at any time and from time to time from and after the

Original Issue Date at the option of the Holder thereof, into that number of whole shares of Class A Common Stock (subject to the

limitations set forth in Section 6(d)) determined by dividing the Accrued Value of such share of Preferred Stock by the

Conversion Price. Holders shall effect conversions by providing the Corporation with the form of conversion notice attached hereto

as Annex A (a “Notice of Conversion”), unless the Corporation directs Holders that the Notice of

Conversion shall be delivered to the Corporation’s transfer agent. Each Notice of Conversion shall specify the number of

shares of Preferred Stock to be converted, the number of shares of Preferred Stock owned prior to the conversion at issue, the

number of shares of Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be

effected, which date may not be prior to the date the applicable Holder delivers by e-mail attachment or by a nationally recognized

overnight courier service such Notice of Conversion to the Corporation (such date, the “Conversion Date”). If no

Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the

Corporation is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee

(or other type of guarantee or notarization) of any Notice of Conversion form be required. The calculations and entries set forth in

the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions of shares of

Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing the shares of Preferred Stock to the

Corporation unless all of the shares of Preferred Stock represented thereby are so converted, in which case such Holder shall

deliver the certificate representing such shares of Preferred Stock promptly following the Conversion Date at issue. Shares of

Preferred Stock converted into Class A Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not

be reissued, and all rights (other than the right to receive the Conversion Shares) with respect to such shares will terminate. The

Corporation’s stock ledger and transfer book shall serve as the exclusive record of outstanding shares of Preferred Stock

absent manifest error.

(b) Conversion

Price. The initial conversion price is $12.00, subject to adjustment herein (the “Conversion Price”).

of Conversion

(i) Delivery

of Conversion Shares Upon Conversion. Not later than the number of Trading Days comprising the Standard Settlement Period (as

defined below) after each Conversion Date (the “Share Delivery Date”), the Corporation shall deliver, or cause to

be delivered, to the converting Holder (A) the number of Conversion Shares being acquired upon the conversion of the Preferred

Stock, which on or after the earlier of (i) the one year anniversary of the Original Issue Date or (ii) the Effective Date, shall be

free of restrictive legends and trading restrictions (other than those which may then be required by any Purchase Agreement) and (B)

cash in an amount equal to any accrued and unpaid dividends, if any. On or after the earlier of (i) the one year anniversary of the

Original Issue Date or (ii) the Effective Date, the Corporation shall deliver the Conversion Shares required to be delivered by the

Corporation under this Section 6 electronically through the Depository Trust Company or another established clearing

corporation performing similar functions. As used herein, “Standard Settlement Period” means the standard

settlement period, expressed in a number of Trading Days, on the Corporation’s primary Trading Market with respect to the

Class A Common Stock as in effect on the date of delivery of the Notice of Conversion. Notwithstanding the foregoing, with respect

to any Notice(s) of Conversion delivered at or prior to 12:00 p.m. (New York City time) on the Original Issue Date, the Corporation

agrees to deliver the Conversion Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Original Issue

Date.

(ii)

Failure to Deliver Conversion Shares. If, in the case of any Notice of Conversion, such Conversion Shares are not delivered

to or as reasonably directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice

to the Corporation at any time on or before its receipt of such Conversion Shares, to rescind such conversion, in which event the Corporation

shall promptly return to the Holder any original Preferred Stock certificate delivered to the Corporation and the Holder shall promptly

return to the Corporation the Conversion Shares issued to such Holder pursuant to the rescinded Notice of Conversion.

(iii) Obligation

Absolute; Partial Liquidated Damages. The Corporation’s obligation to issue and deliver the Conversion Shares upon

conversion of Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or

inaction by a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment

against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any

breach or alleged breach by such Holder or any other Person of any obligation to the Corporation or any violation or alleged

violation of law by such Holder or any other person, and irrespective of any other circumstance which might otherwise limit such

obligation of the Corporation to such Holder in connection with the issuance of such Conversion Shares; provided, however,

that such delivery shall not operate as a waiver by the Corporation of any such action that the Corporation may have against such

Holder. In the event a Holder shall elect to convert any or all of the Accrued Value of its Preferred Stock, the Corporation may not

refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any

violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and/or

enjoining conversion of all or part of the Preferred Stock of such Holder shall have been sought and obtained, and the Corporation

posts a surety bond for the benefit of such Holder in the amount of 150% of the Accrued Value of Preferred Stock which is subject to

the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the

proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of such injunction, the

Corporation shall issue Conversion Shares and, if applicable, cash, upon a properly noticed conversion. If the Corporation fails to

deliver to a Holder such Conversion Shares pursuant to Section 6(c)(i) by 10th Trading Day after the Share

Delivery Date applicable to such conversion, the Corporation shall pay to such Holder, in cash, as liquidated damages and not as a

penalty, for each $5,000 of Accrued Value of Preferred Stock being converted, $25 per Trading Day (increasing to $50 per Trading Day

on the third Trading Day and increasing to $100 per Trading Day on the sixth Trading Day after such damages begin to accrue) for

each Trading Day after the 10th Trading Day after the Share Delivery Date until such Conversion Shares are delivered or

Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages for the

Corporation’s failure to deliver Conversion Shares within the period specified herein and such Holder shall have the right to

pursue all remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance

and/or injunctive relief. The exercise of any such rights shall not prohibit a Holder from seeking to enforce damages pursuant to

any other Section hereof or under applicable law.

(iv) Compensation

for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion. In addition to any other rights available to the

Holder, if the Corporation fails for any reason unrelated to the actions of the Holder or its Affiliates to deliver to a Holder the

applicable Conversion Shares by the Share Delivery Date pursuant to Section 6(c)(i), and if after such Share Delivery

Date such Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s

brokerage firm otherwise purchases, shares of Class A Common Stock to deliver in satisfaction of a sale by such Holder of the

Conversion Shares which such Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a

“Buy-In”), then the Corporation shall (A) pay in cash to such Holder (in addition to any other remedies available

to or elected by such Holder) the amount, if any, by which (x) such Holder’s total purchase price (including any brokerage

commissions) for the Class A Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Class A

Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which

the sell order giving rise to such purchase obligation was executed (excluding any brokerage commissions) and (B) at the option of

such Holder, either reissue (if surrendered) the shares of Preferred Stock equal to the number of shares of Preferred Stock

submitted for conversion (in which case, such conversion shall be deemed rescinded) or deliver to such Holder the number of shares

of Class A Common Stock that would have been issued if the Corporation had timely complied with its delivery requirements under Section 6(c)(i).

For example, if a Holder purchases shares of Class A Common Stock having a total purchase price of $11,000 to cover a Buy-In with

respect to an attempted conversion of shares of Preferred Stock with respect to which the actual sale price of the Conversion Shares

(including any applicable brokerage commissions) giving rise to such purchase obligation was a total of $10,000, under clause (A) of

the immediately preceding sentence, the Corporation shall be required to pay such Holder $1,000. The Holder shall provide the

Corporation written notice indicating the amounts payable to such Holder in respect of the Buy-In and, upon the request of the

Corporation, evidence of the amount of such loss. If a Holder purchases shares of Class A Common Stock having a total purchase price

of $9,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock with respect to which the actual

sale price of the Conversion Shares (including any applicable brokerage commissions) giving rise to such purchase obligation was a

total of $10,000, under clause (A) of the preceding sentence, the Corporation shall not be required to pay Holder any amount. For

the avoidance of doubt, in the event of a Buy-In, the Holder shall use commercially reasonable efforts to purchase shares at the

lowest available price, paying the lowest reasonably available brokerage commission. The Holder shall provide the Corporation

written notice indicating the amounts payable to such Holder in respect of the Buy-In and evidence of the amount of such loss.

Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity

including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation’s

failure to timely deliver Conversion Shares upon conversion of the shares of Preferred Stock as required pursuant to the terms

hereof.

(v) Reservation

of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its

authorized and unissued shares of Class A Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock as

herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and

the other Holders of the Preferred Stock), not less than such aggregate number of shares of the Class A Common Stock as shall

(subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and

restrictions of Section 7) upon the conversion of the then outstanding shares of Preferred Stock (assuming for such

purpose a Conversion Price initially equal to the Floor Price and, thereafter, if lower, the then-in-effect Conversion Price and any

such conversions are made without regard to any limitations on conversion set forth herein) (the "Required Reserve

Amount"). If at any time while any of the shares of Preferred Stock remain outstanding the Corporation does not have a

sufficient number of authorized and unreserved shares of Class A Common Stock to satisfy its obligation to reserve for issuance upon

conversion of shares of Preferred Stock at least a number of shares of Class A Common Stock equal to the Required Reserve Amount (an

“Authorized Share Failure”), then, the Corporation shall use its reasonable best efforts to promptly take all

action necessary to increase the Corporation's authorized shares of Class A Common Stock to an amount sufficient to allow the

Corporation to reserve the Required Reserve Amount for the shares of Preferred Stock then outstanding. The Corporation covenants

that all shares of Class A Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid

and nonassessable and, if a Registration Statement is then effective under the Securities Act, shall be registered for public resale

in accordance with such Registration Statement (subject to such Holder’s compliance with its obligations under the

Registration Rights Agreement).

(vi) Fractional

Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Preferred Stock.

As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Corporation shall

at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by

the Conversion Price or round up to the next whole share. Notwithstanding anything to the contrary contained herein, but consistent

with the provisions of this subsection with respect to fractional Conversion Shares, nothing shall prevent any Holder from

converting fractional shares of Preferred Stock.

(vii) Transfer

Taxes and Expenses. The issuance of Conversion Shares on conversion of this Preferred Stock shall be made without charge to any

Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares, provided

that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the

issuance and delivery of any such Conversion Shares upon conversion in a name other than that of the Holders of such shares of

Preferred Stock and the Corporation shall not be required to issue or deliver such Conversion Shares unless or until the Person or

Persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the

satisfaction of the Corporation that such tax has been paid.

(d) Beneficial

Ownership Limitation. A Holder may notify the Corporation in writing in the event it elects to be subject to the provisions

contained in this Section 6(d); however, no Holder shall be subject to this Section 6(d) unless he, she or it makes

such election. If the election is made, (i) the Corporation shall not effect any conversion of the Preferred Stock, and such Holder

shall not have the right to convert all or any portion of the Preferred Stock, to the extent that, after giving effect to the

conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any

Persons acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution

Parties”)) would beneficially own in excess of 4.9%, 9.9%, 19.9% of the Corporation’s Class A Common Stock (or such

other amount as a Holder may specify) (the “Beneficial Ownership Limitation”) and (ii) the Corporation shall not

permit the Holder to vote, and such Holder shall not have the right vote pursuant to Section 4(b) of this Certificate of

Designation, all or any portion of the Preferred Stock that such Holder is not permitted to convert pursuant to the preceding clause

(i) (provided, however, that such Holder shall retain the right to vote pursuant to Section 4(c) of this Certificate of

Designation to the extent that retaining such right does not cause such Holder to be deemed to beneficially own Conversion Shares

within the meaning of Rule 13d-3 promulgated under the Exchange Act). For purposes of the foregoing sentence, the number of shares

of Class A Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of

shares of Class A Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being

made, but shall exclude the number of shares of Class A Common Stock which are issuable upon (i) conversion of the remaining,

unconverted Accrued Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and

(ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a

limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its

Affiliates or Attribution Parties. For purposes of this Section 6(d), beneficial ownership shall be calculated in

accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the

limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in

relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of

Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall

be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other

securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are

convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder

will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not

violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy

of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance

with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The Holder shall provide the

Corporation with any information reasonably requested by the Corporation in connection with this Beneficial Ownership Limitation and

the provisions related thereto, in each case with respect to the Corporation’s reporting obligations pursuant to the

Securities Act, the Exchange Act, or other federal or state securities regulations. For purposes of this Section 6(d),

in determining the number of outstanding shares of Class A Common Stock, a Holder may rely on the number of outstanding shares of

Class A Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual

report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more

recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon

the written or oral request (which may be via email) of a Holder, the Corporation shall within two Trading Days confirm in writing

to such Holder the number of shares of Class A Common Stock then outstanding. In any case, the number of outstanding shares of Class

A Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the

Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding

shares of Common Stock was reported. By written notice to the Corporation, a Holder may from time to time increase or decrease the

Beneficial Ownership Limitation applicable to such Holder, provided, however, that any such increase in the Beneficial Ownership

Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation. The

provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of

this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the

intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give

effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holder of Preferred

Stock.

Section 7. Certain

Adjustments.

(a) Stock

Dividends and Stock Splits. If the Corporation, at any time while this Preferred Stock is outstanding: (i) pays a stock dividend

or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other Common

Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Class A Common Stock issued by the Corporation

upon conversion of, or payment of a dividend on, this Preferred Stock or any cash distributions), (ii) subdivides outstanding shares

of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of

Common Stock into a smaller number of shares, or (iv) issues, in the event of a reclassification of shares of the Common Stock, any

shares of capital stock of the Corporation, then each of the Conversion Price and the price set forth in clause (i) of the defined

term Floor Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding

any treasury shares of the Corporation) outstanding immediately before such event, and of which the denominator shall be the number

of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 7(a)

shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or

distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or

re-classification.

(b) VWAP

Reset. If on the twenty-first Trading Day following the date that is six months after the Closing Date, the VWAP (the

“Measurement Price”) is less than the Conversion Price then in effect, then the Conversion Price then in effect

shall be reduced to an amount equal to the greater of (i) the Measurement Price and (ii) $7.00 (as adjusted for any stock dividend,

stock split, stock combination, reclassification or similar transaction occurring after the date of the Purchase Agreement). No

adjustment pursuant to this Section 7(b) shall be made if such adjustment would result in an increase of the Conversion Price

then in effect.

of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Closing Date until the first date on which no

shares of Preferred Stock are outstanding the Corporation issues or sells, or in accordance with this Section

7(c) is deemed to have issued or sold, any shares of Class A Common Stock (including the issuance or sale of shares of

Class A Common Stock owned or held by or for the account of the Corporation, but excluding shares of Class A

Common Stock issued or sold, or deemed to have been issued or sold, by the Corporation in connection with any Exempt Issuance) for a

consideration per share (the “New Issuance Price”) less than the Conversion Price then in effect (each such

issue, sale or deemed issuance or sale, a “Dilutive Issuance”), then, immediately after such Dilutive Issuance,

the Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price as further adjusted pursuant to

Section 7(a) and Section 7(e) for any stock dividend, stock split, combination, rights offering or other customary dilutive event).

For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Price and the New Issuance

Price under this Section 7(c)), the following shall

be applicable:

(i) Options

and Convertible Securities. The consideration per share received by the Corporation for Class A Common Stock issued or deemed to

have been issued pursuant to Section 7(c)(ii), relating to Options and Convertible Securities, shall be determined by

dividing:

a. the total amount, if any, received or receivable by the Corporation as consideration for the issue of

such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments

relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the

Corporation upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options

for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible

Securities, by

b. the maximum number of shares of Class A Common Stock (as set forth in the instruments relating thereto,

without regard to any provision contained therein for a subsequent adjustment of such number) deemed to be issued pursuant to Section

7(c)(ii) upon the issuance of such Options or Convertible Securities.

(ii) Deemed

Issuance of Options and Convertible Securities.

a. If the Corporation at any time or from time to time shall issue any Options or Convertible Securities

or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible

Securities, then the maximum number of shares of Class A Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction

of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent

adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor,

the conversion or exchange of such Convertible Securities, shall be deemed to be outstanding and to have been issued as of the time of

such issue or, in case such a record date shall have been fixed, as of the close of business on such record date.

b. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable

upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible

into or exercisable or exchangeable for Class A Common Stock increases or decreases at any time (other than (i) proportional changes in

conversion or exercise prices, as applicable, in connection with an event referred to in Section 7(a) above and (ii) automatic

adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security which are not more favorable

to the holder thereof than the anti-dilution and similar provisions set forth herein), the Conversion Price in effect at the time of such

increase or decrease shall be adjusted to the Conversion Price which would have been in effect at such time had such Options or Convertible

Securities provided for such decreased purchase price or additional consideration or increased conversion rate (as the case may be) at

the time initially granted, issued or sold. For purposes of this Section 7(c), if the terms of any Option or Convertible Security

that was outstanding as of the date of first issuance of a share of Preferred Stock are increased or decreased in the

manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed

issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease.

No adjustment pursuant to this Section 7(c)(ii) shall be made

if such adjustment would result in an increase of the Conversion Price then in effect.

(iii) Calculation

of Consideration Received.

a. In case one or more Option is issued in connection with the issue or sale of other securities of the Corporation,

together comprising one integrated transaction, (x) each such Option will be deemed to have been issued for the Option Value of such Option

and (y) the other securities issued or sold in such integrated transaction shall be deemed to have been issued or sold for the difference

of (I) the aggregate consideration received by the Corporation less any consideration paid or payable by the Corporation pursuant to the

terms of such other securities of the Corporation, less (II) the Option Value of each such Option.

b. If any shares of Class A Common Stock, Options or Convertible Securities are issued or sold or deemed

to have been issued or sold for cash, the consideration other than cash received therefor will be deemed to be the net amount received

by the Corporation therefor. If any shares of Class A Common Stock, Options or Convertible Securities are issued or sold for a consideration

other than cash, the amount of such consideration received by the Corporation will be the fair value of such consideration, except where

such consideration consists of publicly traded securities, in which case the amount of consideration received by the Corporation will

be the VWAP of such publicly traded securities on the date of receipt (substituting the references to “Class A Common Stock”

in the definition of VWAP with such publicly traded security). If any shares of Class A Common Stock, Options or Convertible Securities

are issued to the owners of the non-surviving entity in connection with any merger in which the Corporation is the surviving entity, the

amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving

entity as is attributable to such shares of Class A Common Stock, Options or Convertible Securities, as the case may be. The fair value

of any consideration other than cash or publicly traded securities will be determined jointly by the Corporation and the Required Holders.

If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation

Event”), the fair value of such consideration will be determined within five (5) Business Days after the tenth (10th) day following

the Valuation Event by an independent, reputable appraiser jointly selected by the Corporation and the Required Holders. The determination

of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall

be borne by the Corporation.

(iv) Record

Date. If the Corporation takes a record of the holders of shares of Common Stock for the purpose of entitling them (A) to

receive a dividend or other distribution payable in shares of Class A Common Stock, Options or in Convertible Securities or (B) to

subscribe for or purchase shares of Class A Common Stock, Options or Convertible Securities, then such record date will be deemed to

be the date of the issuance or sale of the shares of Class A Common Stock deemed to have been issued or sold upon the declaration of

such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase (as the

case may be).

(v) Expiration

or Termination of Options or Convertible Securities. Upon the expiration or termination of any unexercised Option or unconverted

or unexchanged Convertible Securities (or portion thereof) which resulted (either upon its original issuance or upon a revision of

its terms) in an adjustment to the Conversion Price pursuant to the terms of Section 7(c),

the Conversion Price shall be readjusted to such Conversion Price as would have obtained had such Option or Convertible Securities

(or portion thereof) never been issued. For the avoidance of doubt, any such readjustment of the Conversion Price shall only apply

to conversions of the shares of Preferred Stock from and after such readjustment.

(d) Subsequent

Rights Offerings. In addition to any adjustments pursuant to Section 7(a) and Section 7(c) above, if at any

time the Corporation grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other

property pro rata to all or substantially all of the record holders of any class of shares of Common Stock (the “Purchase

Rights”), then the Holders will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate

Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Class A Common Stock acquirable

upon complete conversion of such Holder’s Preferred Stock (without regard to any limitations on conversion hereof, including

without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant,

issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of

Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however,

that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the

Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or

beneficial ownership of such shares of Class A Common Stock as a result of such Purchase Right to such extent) and such Purchase

Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the

Holder exceeding the Beneficial Ownership Limitation). To the extent that the issue price of such Purchase Rights would result in an

adjustment of the Conversion Price pursuant to Section 7(c), such adjustment shall not occur to the extent the Holders were

granted the right to acquire such Purchase Rights on the applicable terms and elected to acquire such Purchase Rights.

(e) Pro

Rata Distributions. In addition to the requirements of Section 3, during such time as this Preferred Stock is

outstanding, if the Corporation declares or makes any dividend or other distribution of its assets (or rights to acquire its assets)

to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of

cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement,

scheme of arrangement or other similar transaction) (a “Distribution”), in each such case, the Holders shall be

entitled to participate in such Distribution to the same extent that the Holders would have participated therein if the Holder had

held the number of shares of Class A Common Stock acquirable upon complete conversion of this Preferred Stock (without regard to any

limitations on conversion hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of

which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of

Common Stock are to be determined for the participation in such Distribution (provided, however, to the

extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial

Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial

ownership of any shares of Class A Common Stock as a result of such Distribution to such extent) and the portion of such

Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result

in the Holder exceeding the Beneficial Ownership Limitation).

(f) Fundamental

Transaction.

(i) If,

at any time while this Preferred Stock is outstanding, (i) the Corporation, directly or indirectly, in one or more related

transactions effects any merger or consolidation of the Corporation with or into another Person, (ii) the Corporation (and all of

its Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or

other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or

indirect, purchase offer, tender offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to

which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has

been accepted by the holders of 50% or more of the outstanding Common Stock or 50% or more of the voting power of the common equity

of the Corporation, (iv) the Corporation, directly or indirectly, in one or more related transactions effects any reclassification,

reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is

effectively converted into or exchanged for other securities, cash or property (other than as a result of a stock split, combination

or reclassification of shares of Common Stock covered by Section 7(a)), or (v) the

Corporation, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other

business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement)

with another Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding shares of Common

Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or

affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) or 50%

or more of the voting power of the common equity of the Corporation, and such event(s) do not constitute a Deemed Liquidation Event

(each a “Fundamental Transaction”), then, upon any subsequent conversion of this Preferred Stock, the Holder

shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to

the occurrence of such Fundamental Transaction (without regard to any limitation in Section 6(d) on the conversion of

this Preferred Stock), the number of shares of capital stock of the successor or acquiring corporation or of the Corporation, if it

is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a

result of such Fundamental Transaction by a holder of the number of shares of Class A Common Stock for which this Preferred Stock is

convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 6(d) on the

conversion of this Preferred Stock).

(ii)

For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such

Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental

Transaction, and the Corporation shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting

the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the

securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate

Consideration it receives upon any conversion of this Preferred Stock following such Fundamental Transaction. To the extent necessary

to effectuate the foregoing provisions, any successor to the Corporation or surviving entity in such Fundamental Transaction shall file

a new Certificate of Designation with the same terms and conditions and issue to the Holders new preferred stock consistent with the foregoing

provisions and evidencing the Holders’ right to convert such preferred stock into Alternate Consideration.

(iii)

The Corporation shall cause any successor entity in a Fundamental Transaction in which the Corporation is not the survivor (the

“Successor Entity”) to assume in writing all of the obligations of the Corporation under this Certificate of Designation

and the Registration Rights Agreement in accordance with the provisions of this Section 7(f) pursuant to written agreements in

form and substance reasonably satisfactory to the Required Holders and approved by the Required Holders (without unreasonable delay) prior

to such Fundamental Transaction and shall, at the option of the Holder of this Preferred Stock, deliver to the Holder in exchange for

this Preferred Stock a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance

to this Preferred Stock which is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent

entity) equivalent to the shares of Class A Common Stock acquirable and receivable upon conversion of this Preferred Stock (without regard

to any limitations on the conversion of this Preferred Stock) prior to such Fundamental Transaction, and with a conversion price which

applies the Conversion Price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common

Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and

such conversion price being for the purpose of protecting the economic value of this Preferred Stock immediately prior to the consummation

of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Required Holders.

(g) Calculations.

All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may

be. For purposes of this Section 7, the number of shares of Class A Common Stock deemed to be issued and outstanding as of

a given date shall be the sum of the number of shares of Class A Common Stock (excluding any treasury shares of the Corporation) issued

and outstanding.

(h) Notice

to the Holders.

(i) Adjustment

to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 7, the

Corporation shall promptly deliver to each Holder by email a notice setting forth the Conversion Price after such adjustment and

setting forth a brief statement of the facts requiring such adjustment.

(ii)

Notice to Allow Conversion by Holder. If (A) the Corporation shall declare a dividend (or any other distribution in whatever

form) on the Common Stock, (B) the Corporation shall declare a redemption of the Common Stock, (C) the Corporation shall authorize the

granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class

or of any rights, (D) the approval of any stockholders of the Corporation shall be required in connection with any reclassification of

the Common Stock, any consolidation or merger to which the Corporation is a party, any sale or transfer of all or substantially all of

the assets of the Corporation (and all of its Subsidiaries, taken as a whole), or any compulsory share exchange whereby the Common Stock

is converted into other securities, cash or property or (E) the Corporation shall authorize the voluntary or involuntary dissolution,

liquidation or winding up of the affairs of the Corporation, then, in each case, the Corporation shall cause to be filed at each office

or agency maintained for the purpose of conversion of this Preferred Stock, and shall cause to be delivered by email to each Holder at

its email address as it shall appear upon the stock books of the Corporation, at least twenty (20) calendar days prior to the applicable

record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such

dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common

Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on

which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the

date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock

for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange,

provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity

of the corporate action required to be specified in such notice. To the extent that any notice provided under this Certificate of Designation

constitutes, or contains, material, non-public information regarding the Corporation or any of the Subsidiaries, the Corporation shall

simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K, unless determined by the Corporation that

such filing would be harmful to the Corporation at such time, in which case the Corporation shall file such 8-K as soon as is reasonably

practicable in its discretion. Notwithstanding anything herein to the contrary, if the Corporation determines pursuant to the immediately

preceding sentence not to simultaneously file a notice with the Commission pursuant to a Current Report on Form 8-K when such notice contains

material, non-public information regarding the Corporation or any of the Subsidiaries, then, the Corporation shall first obtain the prior

written consent of such Holder to receive such notice prior to delivering such notice to such Holder. For the avoidance of doubt, and

without limiting the conversion rights of any Holder, each Holder shall remain entitled to convert the Accrued Value of this Preferred

Stock (or any part hereof) during the twenty (20)-day period commencing on the date of such notice through the effective date of the event

triggering such notice except as may otherwise be expressly set forth herein.

Section 8. Redemption.

(a) Redemption

by the Corporation. Subject to the provisions of this Section 8 and unless prohibited by applicable law governing

distributions to stockholders, the Corporation may, in its sole discretion, redeem all or a portion of the outstanding shares of

Preferred Stock; provided, however, that the Corporation may not exercise its redemption right under this Section 8(a)

unless, on the date the Corporation Notice is delivered and on the applicable redemption date, the Conversion Shares are then (i)

listed and freely tradable, meaning either (A) the conditions of Rule 144 under the Securities Act (including, without limitation,

the holding period, current public information, volume limitations and manner of sale requirements, as applicable) are satisfied

with respect to the Conversion Shares and the applicable Holder or (B) a resale registration statement covering the resale of the

Conversion Shares by all Holders is effective and available for use under the Securities Act, (ii) listed or quoted on a Trading

Market, and (iii) the Holders shall not be in possession of material, non-public information regarding the Corporation or any of the

Subsidiaries received from the Corporation, any of its Subsidiaries, or any of their respective directors, officers, affiliates,

employees or agents.

(i) on or after the third anniversary of the Closing but prior to the fourth

anniversary of the Closing, at a redemption price per share equal to the greater of (i) 120% of the Accrued Value (which shall be payable

in cash) and (ii) such amount per share as would have been payable had all shares of Preferred Stock been converted into Class A Common

Stock pursuant to Section 6 immediately prior to such redemption based on the then effective rate of conversion (which shall be payable,

at the option of the Corporation, in cash or shares of Class A Common Stock or a combination thereof, with the value of such shares of

Class A Common Stock being the closing price of such shares of Class A Common Stock on the Trading Market on the applicable date of redemption);

(ii)

on or after the fourth anniversary of the Closing but prior to the fifth

anniversary of the Closing, at a redemption price per share equal to the greater of (i) 110% of the Accrued Value (which shall be payable

in cash) and (ii) such amount per share as would have been payable had all shares of Preferred Stock been converted into Class A Common

Stock pursuant to Section 6 immediately prior to such redemption based on the then effective rate of conversion (which shall be payable,

at the option of the Corporation, in cash or shares of Class A Common Stock or a combination thereof, with the value of such shares of

Class A Common Stock being the closing price of such shares of Class A Common Stock on the Trading Market on the applicable date of redemption); and

(iii) on or after the fifth anniversary of the Closing, at a redemption price

per share equal to the greater of (i) 100% of the Accrued Value (which shall be payable in cash) and (ii) such amount per share as would

have been payable had all shares of Preferred Stock been converted into Class A Common Stock pursuant to Section 6 immediately prior to

such redemption based on the then effective rate of conversion (which shall be payable, at the option of the Corporation, in cash or shares

of Class A Common Stock or a combination thereof, with the value of such shares of Class A Common Stock being the closing price of such

shares of Class A Common Stock on the Trading Market on the applicable date of redemption).

If, on the date of

such redemption, applicable law governing distributions to stockholders prevents the Corporation from redeeming all shares of Preferred

Stock scheduled to be redeemed, the Corporation shall be entitled to ratably redeem the maximum number of shares that it may redeem consistent

with such law and any Preferred Stock not so redeemed shall remain outstanding. The Corporation shall provide written notice (the “Corporation

Notice”) by e-mail and first class mail postage prepaid, to each Holder of record (determined at the close of business on the

Business Day next preceding the day on which the Corporation Notice is given) of the Preferred Stock to be redeemed, at the address last

shown on the records of the Corporation for such Holder, notifying such Holder of the redemption to be effected, specifying the number

of shares to be redeemed from such Holder, specifying the date of such redemption, the redemption price, the place at which payment may

be obtained and calling upon such Holder to surrender to the Corporation, in the manner and at the place designated, his, her or its certificate

or certificates representing the shares to be redeemed; provided that the date of redemption shall be not less than 15 days from

the date of the Corporation Notice. Except as otherwise provided herein, on or after the applicable date of redemption, each Holder to

be redeemed shall surrender to the Corporation the certificate or certificates representing such shares, in the manner and at the place

designated in the Corporation Notice, and thereupon the price of redemption of such shares shall be payable to the order of the person

whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be cancelled. In the

event less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed

shares. Notwithstanding anything herein to the contrary, each Holder shall remain entitled to convert all or a portion of the Accrued

Value of its Preferred Stock (or any part thereof) at any time and from time to time during the 15-day period commencing on the date of

the Corporation Notice through the applicable date of redemption.

(b) Redemption

by the Holders.

(i) Unless prohibited by applicable law governing distribution to stockholders, shares of Preferred Stock shall be redeemed by the

Corporation at a purchase price equal to the Accrued Value (the “Redemption Price”), if at any time and from time to

time after the fifth (5th) anniversary of the Closing, a Holder delivers to the Corporation a written notice demanding redemption

of all of such Holder’s shares of Preferred Stock (the “Redemption Request”). The 20th day after the date of

the Redemption Request shall be referred to as the “Redemption Date.” Upon receipt of a Redemption Request, the Corporation

shall apply all of its assets to any such redemption, and to no other corporate purpose, until the Redemption Price has been paid in full,

except to the extent prohibited by Delaware law governing distributions to stockholders.

(ii)

Following receipt of a Redemption Request, the Corporation shall send written notice of the mandatory redemption (the “Redemption

Notice”) to the redeeming Holder of record of Preferred Stock not less than 15 days prior to the Redemption Date. The Redemption

Notice shall state:

a. the number of shares of Preferred Stock held by the Holder that the Corporation shall redeem on the Redemption Date;

b. the Redemption Date and the Redemption Price;

c. the date upon which the Holder’s right to convert such shares terminates; and

d. for Holders of shares in certificated form, that the Holder is to surrender to the Corporation, in the manner and at the place designated,

his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed.

(iii) On

the Redemption Date, the Corporation shall redeem the Preferred Stock owned by such Holder. If on the Redemption Date Delaware law governing

distributions to stockholders prevents the Corporation from redeeming all shares of Preferred Stock to be redeemed, the Corporation shall

ratably redeem the maximum number of shares that it may redeem consistent with such law, and shall redeem the remaining shares as soon

as it may lawfully do so under such law. In the event that any portion of the Redemption Price has not been paid within 5 Business Days

following the Redemption Date, interest on such unpaid portion of the Redemption Price shall accrue thereon until such amount is paid

in full at a rate equal to the lesser of (i) 24.0% per annum and (ii) the maximum rate permitted under applicable law.

Subsequent to Redemption. Upon the redemption of shares of Preferred Stock pursuant to Section 8(a) or Section 8(b),

all rights with respect to such shares of Preferred Stock shall immediately terminate, except with respect to the right of the

Holders to receive the applicable redemption price with respect to such shares of Preferred Stock in accordance with Section 8(a)

or Section 8(b), as applicable.

(d)

Delaware Surplus Covenant: The Corporation covenants and agrees that, to the extent any redemption payment required under

Section 8(a) or Section 8(b) is not permitted under applicable Delaware law governing distributions to stockholders due to an insufficiency

of surplus or net profits, the Board of Directors shall take all actions that are permitted under the DGCL to create or increase the surplus

necessary to enable such payment, including, without limitation, (i) revaluing the assets of the Corporation in accordance with Section

154 of the DGCL to their then-current fair market value, (ii) effecting a recapitalization of the Corporation to increase its surplus,

and (iii) taking any other action permitted under Delaware law to create lawfully available funds for such purpose. The Corporation shall

provide written notice to each affected Holder within ten (10) Business Days of determining that any redemption payment will be delayed

due to an insufficiency of surplus, which notice shall describe in reasonable detail the steps being taken pursuant to this Section 8(d)

and the estimated timeline for completion thereof.

Section 9. Miscellaneous.

(a) Notices.

Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any

Notice of Conversion, shall be in writing and delivered personally, by e-mail, or sent by nationally recognized overnight courier

service, addressed to the Corporation, at the address set forth above the address or email address most recently provided to Holders

by the Corporation for purposes of notice hereunder Attention: [●], e-mail address [●], or such other e-mail address or

address as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with this Section 9.

Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and

delivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the e-mail

address or address of such Holder appearing on the books of the Corporation, or if no such facsimile number, e-mail address or

address appears on the books of the Corporation, at the principal place of business of such Holder, as set forth in the Purchase

Agreement. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the

time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or e-mail at the e-mail

address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of

transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section on a day that

is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the

date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom

such notice is required to be given.

(b) Absolute

Obligation. Except as expressly provided herein, no provision of this Certificate of Designation shall alter or impair the

obligation of the Corporation, which is absolute and unconditional, to pay liquidated damages and accrued dividends, as applicable,

on the shares of Preferred Stock at the time, place, and rate, and in the coin or currency, herein prescribed.

Mutilated Preferred Stock Certificate. If a Holder’s Preferred Stock certificate shall be mutilated, lost, stolen or

destroyed, the Corporation shall issue or cause to be issued, in exchange and substitution for and upon cancellation of a mutilated

certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of

Preferred Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of

such certificate, and of the ownership hereof reasonably satisfactory to the Corporation (which shall not include the posting of any

bond). The applicant for a new certificate under such circumstances shall also pay any reasonable third-party costs (including

customary indemnity) associated with the issuance of such replacement certificate.

(d) Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation

shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the

principles of conflict of laws thereof. All legal proceedings concerning the interpretation, enforcement and defense of the

transactions contemplated by this Certificate of Designation (whether brought against a party hereto or its respective Affiliates,

directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of

Wilmington, Delaware, County of New Castle (the “Delaware Courts”). The Corporation and each Holder hereby

irrevocably submits to the exclusive jurisdiction of the Delaware Courts for the adjudication of any dispute hereunder or in

connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not

to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such Delaware

Courts, or such Delaware Courts are improper or inconvenient venue for such proceeding. The Corporation and each Holder hereby

irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by

mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the

address in effect for notices to it under this Certificate of Designation and agrees that such service shall constitute good and

sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve

process in any other manner permitted by applicable law. The Corporation and each Holder hereby irrevocably waives, to the fullest

extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this

Certificate of Designation or the transactions contemplated hereby. If the Corporation or any Holder shall commence an action or

proceeding to enforce any provisions of this Certificate of Designation, then the prevailing party in such action or proceeding

shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation,

preparation and prosecution of such action or proceeding.

(e) Amendment.

Subject to Section 4(c), this Certificate of Designation (or any provision hereof) may be amended by obtaining the

affirmative vote at a meeting duly called for such purpose, or written consent without a meeting in accordance with the Delaware

General Corporation Law, of the Required Holders, voting separately as a single class, and with such other stockholder approval, if

any, as may then be required pursuant to the DGCL and the Corporation’s certificate of incorporation; provided, however, and

notwithstanding anything in this Certificate of Designation to the contrary, no provision of this Certificate of Designation shall

be amended to the extent any such amendment would (i) disproportionately, materially and adversely modify any rights of any Holder

(as compared to the rights of the other Holders), (ii) impose any additional financial obligations or liabilities on a Holder or

(iii) amend the provisions of Section 3, Section 6, Section 7, Section 8(b) or this Section 9(e), unless such amendment applies to

all Holders in the same fashion, in each case, unless any such Holder shall have previously consented in writing to such amendment

or voted to approve such amendment at a meeting. No consideration shall be offered or paid to any Holder to amend or consent to a

waiver or modification of any provision of this Certificate of Designation unless the same consideration is also offered to all of

the Holders. For clarification purposes, this provision constitutes a separate right granted to each Holder by the Corporation and

negotiated separately by each Holder, and is intended for the Corporation to treat the Holders as a group and shall not in any way

be construed as the Holders acting in concert or as a group with respect to the purchase, disposition or voting of securities or

otherwise.

(f) Waiver.

Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate as or be

construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designation

or a waiver by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term of this Certificate

of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder) of the right thereafter

to insist upon strict adherence to that term or any other term of this Certificate of Designation on any other occasion. Any waiver by

the Corporation or a Holder must be in writing.

(g) Severability.

If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of

Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain

applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due

hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered

to equal the maximum rate of interest permitted under applicable law.

(h) Next

Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment

shall be made on the next succeeding Business Day.

(i) Headings.

The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be

deemed to limit or affect any of the provisions hereof.

(j) Status

of Converted or Redeemed Preferred Stock. Shares of Preferred Stock may only be issued pursuant to the Purchase Agreement. If

any shares of Preferred Stock shall be converted, redeemed or reacquired by the Corporation, such shares shall resume the status of

authorized but unissued shares of preferred stock and shall no longer be designated as 12.0% Series A Cumulative Convertible

Preferred Stock.

(k) Tax

Withholding. The Corporation agrees that, provided that each Holder delivers to the Corporation a properly executed IRS Form W-9

or other certification satisfactory to the Corporation certifying as to such Holder’s status (or the status of such

Holder’s beneficial owner(s)) as a United States person (within the meaning of Section 7701(a)(30) of the Code) and such

Holder’s (or such beneficial owners’) eligibility for complete exemption from backup withholding (“U.S. Person

Certification”), under current law the Corporation (including any paying agent of the Corporation) shall not be required

to, and shall not, withhold on any payments or deemed payments to any such Holder. In the event that any Holder fails to

deliver to the Corporation such properly executed U.S. Person Certification, the Corporation reasonably believes that a previously

delivered U.S. Person Certification is no longer accurate and/or valid, or there is a change in law that affects the withholding

obligations of the Corporation, the Corporation and its paying agent shall be entitled to withhold taxes on all payments made to the

relevant Holder in the form of cash or otherwise treated, in the Corporation’s reasonable discretion, as a dividend for U.S.

federal tax purposes or to request that the relevant Holder promptly pay the Corporation in cash any amounts required to satisfy any

withholding tax obligations, in each case, to the extent the Corporation or its paying agent determines in good faith it is required

to deduct and withhold tax on payments to the relevant Holder under applicable law; provided, that the Corporation shall use

commercially reasonable efforts to notify the relevant Holder of any required withholding tax reasonably in advance of the date of

the relevant payment. In the event that the Corporation does not have

sufficient cash with respect to any Holder from withholding on cash payments otherwise payable to such Holder and cash paid to the

Corporation by such Holder to the Corporation pursuant to the immediately preceding sentence, the Corporation and its paying agent

shall be entitled to withhold taxes on deemed payments, including distributions of additional Preferred Stock in lieu of cash and

constructive distributions on the Preferred Stock to the extent required by law, and the Corporation and its paying agent shall be

entitled to satisfy any required withholding tax on non-cash payments (including deemed payments) through a sale of a portion of the

Preferred Stock received as a dividend or from cash dividends or sales proceeds subsequently paid or credited on the Preferred

Stock.

(l) Tax Treatment.

Absent a change in law, Internal Revenue Service practice or a contrary determination (as defined in Section 1313(a) of the Internal

Revenue Code, as amended (the “Code”)), each holder of Preferred Stock and the Corporation shall not treat the Preferred

Stock (based on their terms as set forth in this Certificate of Designation) as “preferred stock” within the meaning of Section

305 of the Code and Treasury Regulation Section 1.305-5 for United States federal income tax and withholding tax purposes and shall not

take any position inconsistent with such treatment.

*********************

IN WITNESS WHEREOF, this Certificate of Designation is

executed on behalf of the Corporation by its Chief Executive Officer this [●]th day of [●], 2026.

[IPFX PubCo, Inc.]

By:

Name: Kevin

Shannon

Title: Chief

Executive Officer

ANNEX A

NOTICE OF CONVERSION

(TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT SHARES OF [●]% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK)

The undersigned hereby elects to convert the number

of shares of [●]% Series A Cumulative Convertible Preferred Stock, par value [$0.0001] per share (the “Preferred Stock”),

indicated below into shares of Class A common stock, par value [$0.0001] per share (the “Common Stock”), of [IPFX PubCo,

Inc.], a Delaware corporation (the “Corporation”), according to the conditions hereof, as of the date written below.

If shares of Common Stock are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes

payable with respect thereto and is delivering herewith such certificates and opinions as may be required by the Corporation in accordance

with the Purchase Agreement. No fee will be charged to the Holders for any conversion, except for any such transfer taxes.

Conversion calculations:

Date to Effect Conversion: ______________________________________________________

Number of shares of Preferred Stock owned prior to

Conversion: _________________________

Number of shares of Preferred Stock to be Converted: _________________________________

Accrued Value of shares of Preferred Stock to be

Converted: ____________________________

Number of shares of Common Stock to be Issued: ____________________________________

Applicable Conversion Price: ____________________________________________________

Number of shares of Preferred Stock subsequent to

Conversion: _________________________

Address for Delivery: _________________________________________________________

DWAC Instructions:

Broker no: _____________

Account no: ___________

[HOLDER]

By:

Name:

Title:

Annex A

EX-4.1 — FORM OF WARRANT TO BE ISSUED TO EACH SERIES A PREFERRED STOCK INVESTOR

EX-4.1

Filename: ea029394001ex4-1.htm · Sequence: 4

Exhibit 4.1

[NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN

REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION

UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT

PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION

NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY

AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN

SECURED BY SUCH SECURITIES.]

[IPFX

PubCo, Inc.]

COMMON STOCK PURCHASE WARRANT

Warrant Shares: [_______]

Initial Exercise Date: [●], [●]

THIS COMMON STOCK PURCHASE

WARRANT (this “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”)

is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [●], [●]

(the “Termination Date”) but not thereafter, to subscribe for and purchase from [IPFX PubCo, Inc.], a Delaware corporation

(the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”)

of Class A Common Stock. The purchase price of one share of Class A Common Stock under this Warrant shall be equal to the Exercise Price,

as defined in Section 2(b).

This Warrant is one of a series

of common stock purchase warrants with substantially the same terms as this Warrant (notwithstanding that certain of such warrants are

[not] subject to restriction on free marketability), with an initial exercise price of $12.00 per share, issued on the Initial Exercise

Date (such series of warrants, the “Related Warrants”).

Section 1. Definitions. Capitalized

terms used and not otherwise defined herein shall have the meanings set forth in Schedule A hereto.

Section 2. Exercise.

(a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in

whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the

Company (or such other office or agency that the Company may designate by notice in writing to the registered Holder at the address of

the Holder appearing on the books of the Company), as applicable, of a duly executed PDF copy submitted by e-mail (or e-mail attachment)

of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Not later than the number of Trading

Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid,

the Holder shall deliver to the Company the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by

wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c)

below is available and specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall

any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein

to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all

of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant

to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company.

Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall

have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number

of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the

date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such

notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this

paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder

at any given time may be less than the amount stated on the face hereof.

(b) Exercise Price. The exercise price per share of Class A Common Stock under this Warrant shall be

$12.00, subject to adjustment hereunder (the “Exercise Price”).

Rights Agreement, (x) the Warrant Shares issuable upon exercise of this Warrant would be (i) “restricted securities” as defined

in Rule 144 or (ii) the Holder is an Affiliate of the Company and (y) there is no effective registration statement registering, or the

prospectus contained therein is not available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised,

in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number

of Warrant Shares equal to the quotient obtained by dividing ((A-B) multiplied by (X)) by (A), where:

(A) =

as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day, (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day or (3) executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day), or (ii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

(B) =

the Exercise Price of this Warrant, as adjusted hereunder; and

(X) =

the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the

Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant

Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this

Section 2(c).

Notwithstanding anything herein to the

contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

(d) Mechanics of Exercise.

(i) Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased

hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s

balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system if the Company is then a participant

in such system and there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant

Shares by the Holder, and otherwise by physical delivery of a certificate, (or reasonable evidence of issuance by book entry of ownership

of the Warrant Shares) registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant

Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the

date that is the later of (i) the Standard Settlement Period after the delivery to the Company of the Notice of Exercise, and (ii) one

(1) Trading Day after delivery of the aggregate Exercise Price to the Company (such date, the “Warrant Share Delivery Date”);

provided, however, in any event, the Company shall not be obligated to deliver Warrant Shares until it has

received the aggregate Exercise Price therefor. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate

purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective

of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the

case of a cashless exercise) is received no later than the number of Trading Days comprising the Standard Settlement Period following

delivery of the Notice of Exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long

as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard

settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Class A Common

Stock as in effect on the date of delivery of the Notice of Exercise.

(ii) Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the

Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares,

deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this

Warrant, which new Warrant shall in all other respects be identical with this Warrant.

(iii) Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the

Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date (subject to receipt of the aggregate Exercise Price

for the applicable exercise (other than in the case of a cashless exercise)), then the Holder will have the right to rescind such exercise

prior to the delivery of the Warrant Shares.

(iv) No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall

be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon

such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to

such fraction multiplied by the Exercise Price or round up to the next whole share.

(v) Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder

for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses

shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed

by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other

than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly

executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer

tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all

fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day

electronic delivery of the Warrant Shares pursuant to the terms of this Warrant.

(vi) Closing of Books. The Company will not close its stockholder books or records in any manner intended

to prevent the timely exercise of this Warrant, pursuant to the terms hereof.

(e) Holder’s Exercise Limitations. The Holder may notify the Company in writing in the event

it elects to be subject to the provisions contained in this Section 2(e); however, the Holder shall not be subject to this Section

2(e) unless he, she or it makes such election. If the election is made, the Company shall not effect any exercise of this Warrant,

and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent

that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with

the Holder’s Affiliates, and any Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such

Persons, “Attribution Parties”)) would beneficially own in excess of 4.9%, 9.9%, or 19.9% of the Class A Common Stock

(or such other amount as the Holder may specify) (the “Beneficial Ownership Limitation”). For purposes of the foregoing

sentence, the number of shares of Class A Common Stock beneficially owned by the Holder, its Affiliates and Attribution Parties shall

include the number of shares of Class A Common Stock issuable upon exercise of this Warrant with respect to which such determination is

being made, but shall exclude the number of shares of Class A Common Stock which would be issuable upon (i) exercise of the remaining,

nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise

or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any other

Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially

owned by the Holder or any of its Affiliates or Attribution Parties. For purposes of this Section 2(e), beneficial ownership shall

be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged

by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange

Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation

contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities

owned by the Holder together with any Affiliates and Attribution Parties) and, of which portion of this Warrant is exercisable up to the

Beneficial Ownership Limitation shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed

to be the Holder’s good faith determination of whether this Warrant is exercisable (in relation to other securities owned by the

Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case, subject

to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination

and shall have no liability for exercises of this Warrant that are not in compliance with the Beneficial Ownership Limitation. In addition,

a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act

and the rules and regulations promulgated thereunder and the Company shall have no obligation to verify or confirm the accuracy of such

determination and shall have no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation.

For purposes of this Section 2(e), in determining the number of outstanding shares of Class A Common Stock, a Holder may rely on

the number of outstanding shares of Class A Common Stock as reflected in (A) the Company’s most recent periodic or annual report

filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice

by the Company or the Transfer Agent setting forth the number of shares of Class A Common Stock outstanding. Upon the written or oral

request of a Holder, the Company shall within two (2) Trading Days confirm in writing to the Holder the number of shares of Class A Common

Stock then outstanding. In any case, the number of outstanding shares of Class A Common Stock shall be determined after giving effect

to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties

since the date as of which such number of outstanding shares of Class A Common Stock was reported. By written notice to the Company, the

Holder may from time to time increase or decrease the Beneficial Ownership Limitation applicable to the Holder, provided, however, that

any such increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered

to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with

the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the

intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect

to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section 3. Certain

Adjustments.

(a) Stock Dividends and Splits. If the Company at any time while this Warrant is outstanding: (i) pays

a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent

securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Class A Common Stock issued

by the Company upon exercise of this Warrant or any cash distributions), (ii) subdivides outstanding shares of Common Stock into a larger

number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number

of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case

the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury

shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding

immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that

the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become

effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and

shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(b) VWAP Reset. If on the twenty-first Trading Day following the date that is six months after the

Closing Date, the VWAP (the “Measurement Price”) is less than the Exercise Price then in effect, then the Exercise

Price then in effect shall be reduced to an amount equal to the greater of (i) the Measurement Price and (ii) $7.00 (as adjusted for any

stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date of the Purchase Agreement).

No adjustment pursuant to this Section 7(b) shall be made if such adjustment would result in an increase of the Exercise Price then in

effect.

issues or sells, or in accordance with this Section 3(c) is deemed to have issued or sold, any shares of Class A Common Stock (including

the issuance or sale of shares of Class A Common Stock owned or held by or for the account of the Company, but excluding

shares of Class A Common Stock issued or sold, or deemed to have been issued or sold, by the Company in connection with any Exempt Issuance)

for a consideration per share (the “New Issuance Price”) less than the Exercise Price then in effect

(each such issue, sale or deemed issuance or sale, a “Dilutive Issuance”), then immediately after such Dilutive Issuance,

the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price.

For purposes of determining the adjusted

Exercise Price under this Section 3(c), the following shall be applicable:

(i) Options and Convertible Securities. The consideration per share received by the Company for Class

A Common Stock issued or deemed to have been issued pursuant to Section 3(c)(ii), relating to Options and Convertible Securities,

shall be determined by dividing:

(1) the total amount, if any, received or receivable by the Company as consideration for the issue of such

Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating

thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon

the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities,

the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by

(2) the maximum number of shares of Class A Common Stock (as set forth in the instruments relating thereto,

without regard to any provision contained therein for a subsequent adjustment of such number) deemed to be issued pursuant to Section

3(c)(ii) upon the issuance of such Options or Convertible Securities.

(ii) Deemed Issuance of Options and Convertible Securities.

(1) If the Company at any time or from time to time shall issue any Options or Convertible Securities or shall

fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities,

then the maximum number of shares of Class A Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction

of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent

adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor,

the conversion or exchange of such Convertible Securities, shall be deemed to be outstanding and to have been issued as of the time of

such issue or, in case such a record date shall have been fixed, as of the close of business on such record date.

(2) If the purchase or exercise price provided

for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible

Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable for Class A Common Stock

increases or decreases at any time, (other than (x) proportional changes in conversion or exercise prices, as applicable, in connection

with an event referred to in Section 3(a) above and (y) automatic adjustments to such terms pursuant to anti-dilution or similar

provisions of such Option or Convertible Security which are not more favorable to the holder thereof than the anti-dilution and similar

provisions set forth herein), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise

Price, which would have been in effect at such time had such Options or Convertible Securities provided for such decreased purchase price

or additional consideration or increased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes

of this Section 3(c)(ii)(2), if the terms of any Option or Convertible Security that was outstanding as of the Initial Exercise

Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security

and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of

the date of such increase or decrease. No adjustment pursuant to this Section 3(c)(ii)(2) shall be made if such adjustment would

result in an increase of the Exercise Price then in effect.

(iii) Calculation of Consideration Received.

(1) In case one or more Option is issued in connection with the issue or sale of other securities of the Company,

together comprising one integrated transaction, (x) each such Option will be deemed to have been issued for the Option Value of such Option

and (y) the other securities issued or sold in such integrated transaction shall be deemed to have been issued or sold for the difference

of (I) the aggregate consideration received by the Company less any consideration paid or payable by the Company pursuant to the terms

of such other securities of the Company, less (II) the Option Value of each such Options; provided, that, no share of Class

A Common Stock shall be deemed to have been issued for less than a fraction of the aggregate consideration received (excluding the minimum

aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained

therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of any such Options, or in the case

of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such

Convertible Securities) equal to (A) one divided by (2) the total number of shares of Class A Common Stock issued or issuable in the integrated

transaction (including the number of shares underlying any Options and Convertible Securities).

(2) If any shares of Class A Common Stock, Options or Convertible Securities are issued or sold or deemed

to have been issued or sold for cash, the consideration other than cash received therefor will be deemed to be the net amount received

by the Corporation therefor. If any shares of Class A Common Stock, Options or Convertible Securities are issued or sold for a consideration

other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such

consideration consists of publicly traded securities, in which case the amount of consideration received by the Company will be the VWAP

of such publicly traded securities on the date of receipt (substituting the references to “Class A Common Stock” in the definition

of VWAP with such publicly traded security). If any shares of Class A Common Stock, Options or Convertible Securities are issued to the

owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration

therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable

to such shares of Class A Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other

than cash or publicly traded securities will be determined jointly by the Company and the Required Holders. If such parties are unable

to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”),

the fair value of such consideration will be determined within five (5) Business Days after the tenth (10th) day following the Valuation

Event by an independent, reputable appraiser jointly selected by the Company and the Required Holders. The determination of such appraiser

shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.

(iv) Record Date. If the Company takes a record of the holders of shares of Common Stock for the purpose

of entitling them (A) to receive a dividend or other distribution payable in shares of Class A Common Stock, Options or in Convertible

Securities or (B) to subscribe for or purchase shares of Class A Common Stock, Options or Convertible Securities, then such record date

will be deemed to be the date of the issuance or sale of the shares of Class A Common Stock deemed to have been issued or sold upon the

declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase,

as the case may be.

(d) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) and

Section 3(c) above, if at any time after the Initial Exercise Date the Company grants, issues or sells any Common Stock Equivalents or

rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders of any class

of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable

to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares

of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without

limitation, any applicable Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance

or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Class A Common Stock

are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the

extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding any applicable Beneficial

Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership

of such shares of Class A Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall

be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding any applicable

Beneficial Ownership Limitation). To the extent that the issue price of such Purchase Rights would result in an adjustment of the Exercise

Price pursuant to Section 3(c), such adjustment shall not occur to the extent the Holders were granted the right to acquire such

Purchase Rights on the applicable terms and elected to acquire such Purchase Rights.

(e) Reserved.

(f) Fundamental Transaction.

(i) If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or

more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (and all of

its subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other

disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase

offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock

are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of

50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any

reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common

Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a stock split, combination

or reclassification of shares of Common Stock covered by Section 3(a)), or (v) the Company, directly or indirectly, in one or more

related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,

recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group

acquires 50% or more of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other

Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement

or other business combination) or 50% or more of the voting power of the common equity of the Company (each a “Fundamental Transaction”),

then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have

been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without

regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor

or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate

Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Class A Common

Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section

2(e) on the exercise of this Warrant).

(ii) For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted

to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock

in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable

manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given

any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same

choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding

anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at

the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction

(or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by

paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date

of the consummation of such Fundamental Transaction; provided, that if holders of Common Stock of the Company are not offered

or paid any consideration in such Fundamental Transaction, such holders of Common Stock will be deemed to have received common stock or

ordinary shares of the Successor Entity (which Successor Entity may be the Company following such Fundamental Transaction) in such Fundamental

Transaction. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration)

within the later of (i) five Business Days of the Holder’s election and (ii) the date of consummation of the Fundamental Transaction.

(iii) The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not

the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant

and the other Transaction Documents in accordance with the provisions of this Section 3(f) pursuant to written agreements in form

and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental

Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity

evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding

number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Class A Common Stock acquirable

and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental

Transaction, and with an exercise price which applies the Exercise Price hereunder to such shares of capital stock (but taking into account

the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock,

such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant

immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to

the Holder.

(g) Calculations. All calculations under this Section 3 shall be made to the nearest cent or

the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Class A Common Stock

deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Class A Common Stock (excluding treasury

shares, if any) issued and outstanding.

(h) Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to

this Section 3, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased

proportionately so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares

shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on

exercise contained herein); provided, however, that (i) no adjustment to the number of Warrant Shares shall be made in connection with

any adjustment to the Exercise Price pursuant to Section 3(b) and (ii) in connection with any reduction of the Exercise Price pursuant

to Section 3(c), the number of Warrant Shares shall not be increased to more than the lesser of (A) the number determined under the foregoing

proportionate-adjustment formula and (B) the number of Warrant Shares issued at original issuance multiplied by a fraction, the numerator

of which is the original Exercise Price and the denominator of which is $7.00 (as adjusted for any stock dividend, stock split, stock

combination, reclassification or similar transaction occurring after the date of the Purchase Agreement).

(i) Notice to Holder.

(i) Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision

of this Section 3, the Company shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such

adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such

adjustment.

(ii) Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution

in whatever form) on the Common Stock, (B) the Company shall declare a redemption of the Common Stock, (C) the Company shall authorize

the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class

or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the

Common Stock, any consolidation or merger to which the Company (or any of its subsidiaries) is a party, any sale or transfer of all or

substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or

property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the

Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number

or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record

or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend,

distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock

of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which

such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date

as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for

securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided,

that, notwithstanding the foregoing, any notice delivery requirement hereunder shall also be deemed satisfied by filing or furnishing

such communication with the Commission via the EDGAR system; provided, further, that the failure to deliver such notice or any

defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice.

To the extent that any notice provided to the Holder in accordance with the terms of this Warrant constitutes, or contains, material,

non-public information regarding the Company or any of the subsidiaries, the Company shall simultaneously file such notice with the Commission

pursuant to a Current Report on Form 8-K, unless determined by the Company that such filing would be harmful to the Company at such time,

in which case the Company shall file such 8-K as soon as is reasonably practicable in its discretion. Notwithstanding anything herein

to the contrary, if the Corporation determines pursuant to the immediately preceding sentence not to simultaneously file a notice with

the Commission pursuant to a Current Report on Form 8-K when such notice contains material, non-public information regarding the Corporation

or any of the Subsidiaries, then, the Corporation shall first obtain the prior written consent of such Holder to receive such notice prior

to delivering such notice to such Holder. The Holder shall remain entitled to exercise this Warrant during the period commencing on the

date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

(j) Voluntary Adjustment By Company. Subject to the rules and regulations of the Trading Market, the

Company may at any time during the term of this Warrant, subject to the prior written consent of the Holder, reduce the then current Exercise

Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.

Section 4. Transfer

of Warrant.

(a) Transferability. Subject to compliance with any applicable securities laws and the conditions set

forth in Section 4(d) hereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are

transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together

with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney

and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment,

the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination

or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this

Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall

not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case,

the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment

form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new

holder for the purchase of Warrant Shares without having a new Warrant issued.

(b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof

at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are

to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which

may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant

or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the

Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto, and

if applicable, shall reflect any adjustment to the Exercise Price prior to the date of such transfer or exchange.

Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company

may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution

to the Holder, and for all other purposes, absent actual notice to the contrary.

(d) Transfer Restrictions. This Warrant and the Warrant Shares may only be disposed of in compliance

with state and federal securities laws. In connection with any transfer of this Warrant or the Warrant Shares other than pursuant to an

effective registration statement or Rule 144, to the Company or to an Affiliate of the Holder or in connection with a pledge in connection

with a bona fide margin account with a registered broker-dealer or other loan with a financial institution that is an “accredited

investor” as defined in Rule 501(a) under the Securities Act or other loan secured by this Warrant or the Warrant Shares, the Company

may require the transferor to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the

Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does

not require registration of this Warrant or the Warrant Shares under the Securities Act.

(e) Representation by the Holder. Except if such exercise were by means of a cashless exercise, the

Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire

the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant

Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered

or exempted under the Securities Act.

Section 5. Miscellaneous.

(a) No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting

rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i),

except as expressly set forth in this Warrant.

(b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the

Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate

relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which,

in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate,

if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in

lieu of such Warrant or stock certificate.

the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be

exercised on the next succeeding Business Day.

(d) Authorized Shares.

(i) The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized

and unissued Class A Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of

any purchase rights under this Warrant (without regard to any limitation on exercise set forth herein and assuming an Exercise Price equal

to the lower of (i) $7.00 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction

occurring after the date of the Purchase Agreement) and (ii) the Exercise Price then in effect) (the "Required Reserve Amount").

If at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares

of Class A Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of

Class A Common Stock equal to the Required Reserve Amount (an “Authorized Share Failure”), then, the Company shall

use its reasonable best efforts to promptly take all action necessary to increase the Company's authorized shares of Class A Common Stock

to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Warrant then outstanding. The Company further

covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the

necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action

as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,

or of any requirements of the Trading Market upon which the Class A Common Stock may be listed. The Company covenants that all Warrant

Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights

represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid

and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes

in respect of any transfer occurring contemporaneously with such issue).

(ii) Except and to the extent as waived or consented to by the Holder, the Company shall not by any action,

including, without limitation, amending its Certificate of Incorporation (or any Certificate of Designation thereto) or through any reorganization,

transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid

the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all

such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this

Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant

Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action

as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares

upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents

from any public regulatory body having jurisdiction thereof, as may be necessary to enable the Company to perform its obligations under

this Warrant.

(iii) Before taking any action which would result in an adjustment in the number of Warrant Shares for which

this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents

thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

(e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation

of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without

regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement

and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or its respective Affiliates, directors,

officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting

in the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting

in the State of Delaware for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated

hereby or discussed herein (including with respect to the enforcement of this Warrant), and hereby irrevocably waives, and agrees not

to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action

or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process

and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight

delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such

service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit

in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce

any provisions of this Warrant, then, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party

for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of

such Action or Proceeding.

(f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this

Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and

federal securities laws.

(g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder

on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without

limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant,

which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover

any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred

by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

(h) Notices. Any and all notices or other communications or deliveries required or permitted to be

provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such

notice or communication is delivered via email at the e-mail address as set forth on the signature pages attached hereto, or to such other

address as the Company or the Holder may indicate by a notice delivered to the other from time to time, at or prior to 5:30 p.m. (New

York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered

via email attachment at the e-mail address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later

than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S.

nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The

address for such notices and communications shall be as set forth on the signature pages attached hereto, or to such other address as

the Company or the Holder may indicate by a notice delivered to the other from time to time.

(i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder

to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise

to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is

asserted by the Company or by creditors of the Company.

(j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including

recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages

would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees

to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

(k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and

obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and

the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time

to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

(l) Amendment. The Related Warrants, including this Warrant, may be amended with the written consent

of the Required Holder, provided, however, and notwithstanding anything in this Warrant or the Related Warrants to the contrary, no provision

of the Related Warrants, including this Warrant, shall be amended to the extent any such amendment would (i) disproportionately, materially

and adversely modify any rights of any holder of Related Warrants (as compared to the rights of the other holders of Related Warrants),

(ii) impose any additional financial obligations or liabilities on a holder of Related Warrants or (iii) amend the provisions of Section

2, Section 3, Section 4, or this Section 5(l), unless such amendment applies to all holders of Related Warrants in the

same fashion, in each case, unless any such holder of a Related Warrant shall have previously consented in writing to such amendment or

voted to approve such amendment at a meeting. No consideration shall be offered or paid to any holder of Related Warrants to amend or

consent to a waiver or modification of any provision of the Related Warrants unless the same consideration is also offered to all of the

holders of Related Warrants. For clarification purposes, this provision constitutes a separate right granted to each holder of Related

Warrants by the Company and negotiated separately by each holder of Related Warrants, and is intended for the Company to treat the holders

of Related Warrants as a group and shall not in any way be construed as the holders of Related Warrants acting in concert or as a group

with respect to the purchase, disposition or voting of securities or otherwise.

(m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner

as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable

law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions

or the remaining provisions of this Warrant.

(n) Headings. The headings used in this Warrant are for the convenience of reference only and shall

not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the parties hereto have caused

this Common Stock Purchase Warrant to be duly executed by their respective authorized signatories as of the date first indicated above.

[IPFX PubCo, Inc.]

Address for Notice:

By:

Name:

Title:

Email:

With a copy to (which shall not constitute notice):

IN WITNESS WHEREOF, the undersigned have caused

this Common Stock Purchase Warrant to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser:

Signature of Authorized Signatory of Purchaser:

Name of Authorized Signatory:

Title of Authorized Signatory:

Email Address of Authorized Signatory:

Address for Notice to Purchaser:

Address for Delivery of Securities to Purchaser (if not same as address

for notice):

Warrant Shares:

EIN Number:

SCHEDULE A

“Action” means any action,

suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the applicable party, threatened against

or affecting the applicable party or any of its properties before or by any court, arbitrator, governmental or administrative agency or

regulatory authority (federal, state, county, local or foreign).

“Affiliate” means any Person

that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person,

as such terms are used in and construed under Rule 405 under the Securities Act.

“Black Scholes Value” means

the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined

as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate

corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated

Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day

volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately

following the public announcement of the applicable contemplated Fundamental Transaction, (C) the underlying price per share used in such

calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of

any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the period beginning

on the Trading Day immediately preceding the announcement of the applicable Fundamental Transaction (or the consummation of the applicable

Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(f),

(D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and

the Termination Date and (E) a zero cost of borrow.

“Bloomberg”

means Bloomberg L.P.

“Business Combination”

means the transactions contemplated by the Business Combination Agreement.

“Business Combination

Agreement” means that certain Business Combination Agreement, dated as of June 8, 2026, by and among the Company (or its predecessor),

[IPFX Merger Sub], Inc. and Quantum Space LLC, as it may be further amended, modified or supplemented from time to time.

“Business Day” means any day

other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain

closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required

by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee” or any

other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so

long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally

open for use by customers on such day.

“Closing Date” means the Trading

Day on which the Business Combination is consummated.

“Class A Common Stock” means

the Class A common stock, par value [$0.0001] per share, of the Company and stock of any other class of securities into which such securities

may hereafter be reclassified or changed.

“Class B Common Stock” means

the Class B common stock, par value [$0.0001] per share, of the Company and stock of any other class of securities into which such securities

may hereafter be reclassified or changed.

“Class C Common Stock” means

the Class C common stock, par value [$0.0001] per share, of the Company and stock of any other class of securities into which such securities

may hereafter be reclassified or changed.

“Common Stock” means, collectively,

the Class A Common Stock, the Class B Common Stock and the Class C Common Stock.

“Common Stock Equivalents”

means any securities of the Company which would entitle the holder thereof to acquire at any time Class A Common Stock, including, without

limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable

or exchangeable for, or otherwise entitles the holder thereof to receive, Class A Common Stock, and any securities of the Company that

when paired with one or more other securities of the Company or another entity entitles the holder thereof to receive, Class A Common

Stock.

“Convertible Securities” means

any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for, or which otherwise

entitles the holder thereof to acquire, any shares of Class A Common Stock and any securities of the Company that when paired with one

or more other securities of the Company or another entity entitles the holder thereof to receive, Class A Common Stock.

“Exempt Issuance” means the

issuance of (a) any securities of the Company to employees, officers or directors of the Company pursuant to any stock or option plan

duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee

of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange

of or conversion of any securities issued pursuant to the Purchase Agreements or the Business Combination Agreement and/or other securities

exercisable or exchangeable for or convertible into shares of Class A Common Stock issued and outstanding on the Closing Date, provided

that such securities have not been amended since the Closing Date to increase the number of such securities or to decrease the exercise

price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations and automatic

adjustments to such terms pursuant to anti-dilution or similar provisions of such securities which are not more favorable to the holder

thereof than the anti-dilution and similar provisions set forth herein) or to extend the term of such securities, (c) the Underlying Shares

and (d) securities issued pursuant to any merger, acquisition or strategic transaction or partnership approved by a majority of the directors

of the Company, provided that (i) such securities are issued as “restricted securities” (as defined in Rule 144) or are issued

pursuant to an effective registration statement pursuant to the Securities Act and (ii) any such issuance shall only be to a Person (or

to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business

synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds,

but any such Exempt Issuance shall not include a transaction in which the Company is issuing securities (i) primarily for the purpose

of raising capital, including an at-the-market offering, or (ii) to an entity whose primary business is investing in securities.

“Options” means any rights,

warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

“Option Value” means the value

of an Option based on the Black-Scholes Option Pricing model obtained from the “OV” function on Bloomberg determined as of

(A) the Trading Day prior to the public announcement of the issuance of the applicable Option, if the issuance of such Option is publicly

announced or (B) the Trading Day immediately following the issuance of the applicable Option if the issuance of such Option is not publicly

announced, for pricing purposes and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal

to the remaining term of the applicable Option as of the applicable date of determination, (ii) an expected volatility equal to the greater

of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of (A) the Trading Day immediately following the public

announcement of the applicable Option if the issuance of such Option is publicly announced or (B) the Trading Day immediately following

the issuance of the applicable Option if the issuance of such Option is not publicly announced, (iii) the underlying price per share used

in such calculation shall be the highest weighted average price of the Class A Common Stock during the period beginning on the Trading

Day prior to the execution of definitive documentation relating to the issuance of the applicable Option and ending on (A) the Trading

Day immediately following the public announcement of such issuance, if the issuance of such Option is publicly announced or (B) the Trading

Day immediately following the issuance of the applicable Option if the issuance of such Option is not publicly announced, (iv) a zero

cost of borrow and (v) a 360 day annualization factor, provided, however, in case any Option is issued in connection with the issue

or sale of other securities of the Company, together comprising one integrated transaction, in no event shall the Option Value exceed

a fraction of the aggregate consideration received (excluding the minimum aggregate amount of additional consideration (as set forth in

the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration)

payable to the Company upon the exercise of such Options, or in the case of Options for Convertible Securities, the exercise of such Options

for Convertible Securities and the conversion or exchange of such Convertible Securities) equal to (1) the number of shares of Class A

Common Stock underlying such Option divided by (2) the total number of shares of Class A Common Stock issued or issuable in the integrated

transaction (including the number of shares underlying such Option).

“Person” means an individual

or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock

company, government (or an agency or subdivision thereof) or other entity of any kind.

“Proceeding” means an action,

claim, suit, investigation or proceeding, whether commenced or threatened.

“Purchase Agreements” means

the several Securities Purchase Agreements, between the Company and certain original holders of common stock purchase warrants, with an

initial exercise price of $12.00 per share, issued on the Initial Exercise Date, as amended, modified or supplemented from time to time

in accordance with its terms.

“Registration Rights Agreement”

means the Amended and Restated Registration Rights Agreement among the Company, the initial Holder of this Warrant and the other parties

thereto.

“Required Holders” means the

holders of a majority in interest (based on remaining aggregate Warrant Shares) of the Related Warrants then outstanding, which majority

must include Inflection Point if Inflection Point then holds any Related Warrants.

“Trading Day” means a day on

which the principal Trading Market is open for trading.

“Trading Market” means any

of the following markets or exchanges on which the Class A Common Stock is listed or quoted for trading on the date in question: the NYSE

American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any

successors to any of the foregoing).

“Transaction Documents” means

this Warrant, the other common stock purchase warrants, with substantially the same terms as this Warrant, with an initial exercise price

of $12.00 per share, issued on the Initial Exercise Date and the Registration Rights Agreement, and all exhibits and schedules thereto.

“Transfer Agent” means Continental

Stock Transfer & Trust Company, the current transfer agent of the Company, and any successor transfer agent of the Company.

“Underlying Shares” means the

shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock or exercise of this Warrant and the other common

stock purchase warrants, with substantially the same terms as this Warrant, with an initial exercise price of $12.00 per share, issued

on the Initial Exercise Date.

“VWAP” means, for any date,

the price determined by the first of the following clauses that applies: (a) if the Class A Common Stock is then listed or quoted on a

Trading Market, the arithmetic mean of the daily volume weighted average prices of the Class A Common Stock for each of the 20 Trading

Days preceding such date (or the nearest preceding date) on the Trading Market on which the Class A Common Stock is then listed or quoted

as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), with each such

Trading Day weighted equally regardless of the aggregate trading volume for such Trading Day, (b) if OTCQB or OTCQX is not a Trading Market,

the arithmetic mean of the daily volume weighted average prices of the Class A Common Stock for each of the 20 Trading Days preceding

such date (or the nearest preceding date) on OTCQB, OTCQX or OTCID as applicable, calculated in the same manner as clause (a), (c) if

the Class A Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Class A Common Stock are then

reported in The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the average of

the highest closing bid price and the lowest closing ask price of the Class A Common Stock for the 20 Trading Days preceding such date,

or (d) in all other cases, the fair market value of a share of Class A Common Stock as determined by an independent appraiser selected

in good faith by the Required Holders and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

For the avoidance of doubt, the daily volume weighted average price for each individual Trading Day shall be determined by Bloomberg in

accordance with its standard methodology, and the VWAP for the applicable period shall be calculated by summing such daily values and

dividing by the number of Trading Days in the measurement period (i.e., 20 Trading Days), such that each Trading Day’s price is

given equal weight irrespective of trading volume.

EXHIBIT A

NOTICE OF EXERCISE

To:

Attn:

Email:

(1) The undersigned hereby elects

to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders

herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form

of (check applicable box):

☐

in lawful money of the United States; or

☐

if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection

2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure

set forth in subsection 2(c).

(3) Please issue said Warrant

Shares in the name of the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered to the following

DWAC Account Number:

[(4) Accredited Investor.

The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.]

[SIGNATURE OF HOLDER]

Name of Investing Entity:___________________________________________________________________

Signature of Authorized Signatory of Investing Entity:________________________________________________

Name of Authorized Signatory:_________________________________________________________________

Title of Authorized Signatory:___________________________________________________________________

Date:__________________________________________________________________________________________

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing

Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing

Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please Print)

Address:

(Please Print)

Phone Number:

Email Address:

Dated: _______________ __, ______

Holder’s Signature:

Holder’s

Address:

EX-10.1 — SPONSOR SUPPORT AGREEMENT, DATED JUNE 8, 2026, BY AND AMONG INFLECTION POINT ACQUISITION CORP. VI, IPFX PUBCO AND INFLECTION POINT HOLDINGS VI LLC

EX-10.1

Filename: ea029394001ex10-1.htm · Sequence: 5

Exhibit 10.1

SPONSOR SUPPORT AGREEMENT

This Sponsor Support Agreement

(this “Agreement”) is dated as of June 8, 2026, by and among Inflection Point Holdings VI LLC, a Delaware limited liability

company (the “Sponsor”), Inflection Point Acquisition Corp. VI, a Cayman Islands exempted company limited by shares

(the “Purchaser”), and Quantum Space, LLC, a Delaware limited liability company (the “Company”).

Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement

(as defined below).

WHEREAS, as of the date hereof,

the Sponsor is the holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of

(i) 8,433,333 Purchaser Class B Ordinary Shares and (ii) 5,000,000 Cayman Purchaser Warrants (collectively, the “Subject Securities”);

WHEREAS, contemporaneously with

the execution and delivery of this Agreement, the Purchaser , the Company and the other parties thereto have entered into the Business

Combination Agreement (as it may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms,

the “Business Combination Agreement”), dated as of the date hereof, pursuant to which, among other transactions, the

Purchaser and the Company intend to consummate a business combination; and

WHEREAS, as an inducement to

the Purchaser and the Company to enter into the Business Combination Agreement and to consummate the Transactions, the parties hereto

desire to agree to certain matters as set forth herein.

NOW, THEREFORE, in consideration

of the foregoing and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency

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

ARTICLE

SPONSOR SUPPORT AGREEMENT; COVENANTS

Section 1.1

Binding Effect of Business Combination Agreement. The Sponsor hereby acknowledges that it has read the Business Combination

Agreement and this Agreement and has had the opportunity to consult with its tax and legal advisors. The Sponsor shall be bound by, be

subject to and comply with Sections 7.06 (No Solicitation), 7.15 (Public Announcements) and 7.16 (Confidential Information)

of the Business Combination Agreement (and any relevant definitions contained in any such Sections) as if it were an original signatory

to the Business Combination Agreement with respect to such provisions.

Section 1.2

No Transfer.

(a) Unless otherwise

deemed a Permitted Transfer (as defined below), during the period commencing on the date hereof and ending on the earliest of (a)

the Closing, (b) such date and time as the Business Combination Agreement shall be terminated in accordance with Section 9.01

(Termination) thereof (the earlier of (a) and (b), the “Expiration Time”) and (c) the liquidation of the

Purchaser, the Sponsor shall not, without the prior written consent of the Company, (i) sell, offer to sell, contract or agree to

sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file

(or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Registration Statement) or

establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16

of the Exchange Act, with respect to any Subject Securities owned by the Sponsor, (ii) enter into any swap or other arrangement that

transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities owned by the

Sponsor or (iii) take any action in furtherance of any of the matters described in the foregoing clause (i) or (ii) (each, a

“Transfer”).

(b)

“Permitted Transfer” means any Transfer of Subject Securities (i) to (A) any officer or director of the Purchaser,

the Company or the Sponsor, (B) any Affiliates or family members of the officers or directors of the Purchaser, the Company or the Sponsor,

or (C) any direct or indirect partners, members or equity holders of the Sponsor or any related investment funds or vehicles controlled

or managed by such Persons or their respective Affiliates (including, for the avoidance of doubt, where such Person is a partnership,

to its general partner or a successor partnership or fund, or any other funds managed by such partnership); (ii) to a nominee or custodian

of a Person to whom a Transfer would be permitted under clause (i); (iii) in connection with any legal, regulatory or other order; (iv)

to a third party in connection with any non-redemption, backstop arrangement or other similar arrangement, (v) as otherwise mutually agreed

upon between the Sponsor, the Purchaser and the Company, or (vi) to the Purchaser or the Company; provided, however, that in the

case of clauses (i) through (v), as a precondition to such Transfer, such transferee must enter into a written agreement with the Company

and the Purchaser agreeing to assume all of the obligations under this Agreement with respect to such Subject Securities and to be bound

by the transfer restrictions set forth in this Agreement (to the extent applicable); provided, further, that, no Transfer permitted under

this Section 1.2 shall relieve the Sponsor of its obligations under this Agreement.

Section 1.3

New Shares. In the event that (a) any Purchaser Ordinary Shares, Cayman Purchaser Warrants or other equity securities of

the Purchaser are issued to the Sponsor after the date of this Agreement pursuant to any stock dividend, stock split, recapitalization,

reclassification, combination or exchange of, on or affecting the Purchaser Ordinary Shares or the Cayman Purchaser Warrants owned by

the Sponsor or otherwise, (b) the Sponsor purchases or otherwise acquires beneficial ownership of any Purchaser Ordinary Shares, Cayman

Purchaser Warrants or other equity securities of the Purchaser after the date of this Agreement, or (c) the Sponsor acquires the right

to vote or share in the voting of any Purchaser Ordinary Shares Cayman Purchaser Warrants or other equity securities of the Purchaser

after the date of this Agreement (such Purchaser Ordinary Shares, Cayman Purchaser Warrants or other equity securities of the Purchaser,

collectively, the “New Securities”), then such New Securities acquired or purchased by the Sponsor shall be subject

to the terms of this Agreement to the same extent as if they constituted the Subject Securities owned by the Sponsor as of the date hereof.

Section 1.4

Closing Date Deliverables. On the Closing Date, the Sponsor shall deliver to the Purchaser and the Company a duly executed

copy of the A&R Registration Rights Agreement and the Sponsor Lock-Up Agreement.

Section 1.5

Agreements.

(a)

At any meeting of the Purchaser Shareholders, however called, or at any adjournment thereof, or in any other circumstance in which

the vote, consent or other approval of the Purchaser Shareholders is sought, the Sponsor agrees that it shall (i) appear at each such

meeting or otherwise cause all of its Subject Securities, which are entitled to vote, to be counted as present thereat for purposes of

calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be

executed and delivered) covering, all of its Subject Securities, which are entitled to vote:

(i)

in favor of each Transaction Proposal;

(ii)

against any Alternative Transaction or any proposal relating to an Alternative Transaction (in each case, other than the Transaction

Proposals);

(iii)

against any merger agreement or merger (other than the Business Combination Agreement and the Transactions), consolidation, combination,

sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Purchaser;

(iv)

against any change in the business, management or board of directors of the Purchaser (other than in connection with the Transaction

Proposals or pursuant to the Business Combination Agreement or the Ancillary Documents); and

(v)

against any proposal, action or agreement that would (A) impede, interfere, frustrate, prevent or nullify any provision of this

Agreement, the Business Combination Agreement or the Transactions, (B) result in a breach in any respect of any covenant, representation,

warranty or any other obligation or agreement of the Purchaser under the Business Combination Agreement, (C) result in any of the conditions

set forth in Article VIII (Closing Conditions) of the Business Combination Agreement not being fulfilled, (D) result in a breach

of any covenant, representation or warranty or other obligation or agreement of the Sponsor contained in this Agreement or (E) change

in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, the Purchaser.

The Sponsor hereby agrees

that it shall not commit or agree to take any action inconsistent with the foregoing.

(b)

The Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, the Insider Letter

(as defined below), including the obligations pursuant to Section 1 therein to not redeem any Purchaser Ordinary Shares in connection

with the Transactions.

Section 1.6 No Challenges.

The Sponsor agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of

any class in any class action with respect to, any claim, derivative or otherwise, against Purchaser, the Company or any of their respective

successors or directors (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (b)

alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into this Agreement, the

Business Combination Agreement or the Transactions. Notwithstanding anything herein to the contrary, nothing in this Agreement shall

limit or restrict the ability of the Sponsor to enforce its rights under this Agreement or any other Ancillary Document to which such

Person is a party or seek any other remedies with respect to any breach of this Agreement or such other Ancillary Document by any other

party hereto or thereto, including by commencing any action in connection therewith.

Section 1.7 Further Assurances.

The Sponsor shall take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary under applicable

Laws to consummate the transactions contemplated hereby on the terms and subject to the conditions set forth herein and the Transactions

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

Section 1.8 No Inconsistent

Agreement. The Sponsor hereby represents and covenants that it has not entered into, and shall not enter into, any agreement that

would restrict, limit or interfere with the performance of its obligations hereunder.

Section 1.9 Insider

Letter. Neither the Sponsor nor the Purchaser shall amend, terminate or otherwise modify that certain letter agreement, dated as

of March 26, 2026, by and among the Purchaser, the Sponsor and certain of the Purchaser’s current and former officers and

directors (the “Insider Letter”) without the Company’s prior written consent.

Section 1.10 Waiver of

Anti-Dilution Provision. The Sponsor hereby (but subject to the consummation of the Transactions) waives (for itself, for its

successors, heirs and assigns), to the fullest extent permitted by law and the amended and restated memorandum and articles of

association of the Purchaser (as may be amended from time to time, the “Articles”), any and all anti-dilution

rights with respect to the rate that the Purchaser Class B Ordinary Shares held by the Sponsor convert into Purchaser Class A

Ordinary Shares in connection with the transactions contemplated by the Business Combination Agreement. The waiver specified in this Section

1.10 shall be applicable only in connection with the Transactions and the transactions contemplated by this Agreement (and any

Purchaser Class A Ordinary Shares, shares of Domesticated Purchaser Class A Common Stock, shares of Pubco Class A-1 Common Stock or

equity-linked securities issued in connection with the Transactions and the transactions contemplated by this Agreement) and shall

be void and of no force and effect if the Business Combination Agreement shall be terminated for any reason.

ARTICLE

REPRESENTATIONS AND WARRANTIES

Section 2.1

Representations and Warranties of the Sponsor.

(a) Ownership. The

Sponsor represents and warrants as of the date hereof to the Purchaser and the Company that the Sponsor is the record and beneficial

owner (as defined in Rule 13d-3 of the Exchange Act) of, and has good title to, all of the Subject Securities, and there exist no Liens

or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Subject Securities

(other than transfer restrictions under the Securities Act)) affecting any such Subject Securities, other than Liens pursuant to (i)

this Agreement, (ii) the Purchaser’s Organizational Documents, (iii) the Business Combination Agreement, (iv) the Insider Letter,

(v) the Sponsor’s Organizational Documents, (vi) agreements between the Sponsor and its members or partners or (vii) any applicable

securities Laws. The Subject Securities are the only equity securities in the Purchaser owned of record or beneficially by the Sponsor

on the date of this Agreement, and none of the Subject Securities will be subject to any proxy, voting trust or other agreement or arrangement

with respect to the voting of such Subject Securities, except as provided hereunder and under the Insider Letter. Other than the Cayman

Purchaser Warrants held by the Sponsor, the Sponsor does not hold or own any rights to acquire (directly or indirectly) any equity securities

of the Purchaser or any equity securities convertible into, or which can be exchanged for, equity securities of the Purchaser.

(b) Organization; Due

Authorization. The Sponsor is duly organized, validly existing and in good standing as a limited liability company under the

Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance

of this Agreement and the consummation of the transactions contemplated hereby are within the Sponsor’s powers and have been

duly authorized by all necessary limited liability company actions on the part of the Sponsor. This Agreement has been duly executed

and delivered by the Sponsor and, assuming due authorization, execution and delivery by the other parties to this Agreement, this

Agreement constitutes a legally valid and binding obligation of the Sponsor, enforceable against the Sponsor in accordance with the

terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and

general principles of equity affecting the availability of specific performance and other equitable remedies).

The execution and delivery of this Agreement by the Sponsor does not, and the performance by the Sponsor of its obligations

hereunder will not, (i) conflict with or result in a violation of the organizational documents of the Sponsor or (ii) require any

consent or approval that has not been given or other action that has not been taken by any Person (including under any Contract

binding upon the Sponsor or the Subject Securities held or to be held by the Sponsor), in each case, to the extent such consent,

approval or other action would prevent, enjoin or materially delay the performance by the Sponsor of its obligations under this

Agreement.

(d) Litigation.

There are no Legal Proceedings pending against the Sponsor, or to the knowledge of the Sponsor threatened in writing against the

Sponsor, before (or, in the case of threatened Legal Proceedings, that would be before) any arbitrator or any Governmental

Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by the Sponsor of its

obligations under this Agreement.

(e) Brokerage

Fees. Except as described on Section 6.15 (Broker’s Fees) of the Purchaser Disclosure Letter, no broker, finder,

investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the

Transactions based upon arrangements made by the Sponsor, for which the Purchaser or any of its Affiliates may become liable.

(f) Acknowledgment.

The Sponsor understands and acknowledges that each of the Purchaser and the Company is entering into the Business Combination Agreement

in reliance upon the Sponsor’s execution and delivery of this Agreement.

ARTICLE

III

MISCELLANEOUS

Section 3.1

Termination. This Agreement and all of its provisions shall terminate and be of no further force or effect upon the earliest

of (a) the Expiration Time, (b) the liquidation of the Purchaser and (c) the written agreement of the Sponsor, the Purchaser, and the

Company. Upon such termination of this Agreement, all obligations of the parties under this Agreement will terminate, without any liability

or other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no party

hereto shall have any claim against another (and no person shall have any rights against such party), whether under contract, tort or

otherwise, with respect to the subject matter hereof; provided, however, that the termination of this Agreement shall not relieve any

party hereto from liability arising in respect of any breach of this Agreement prior to such termination. This ARTICLE III shall

survive the termination of this Agreement.

Section 3.2

Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties

hereto and their respective heirs, successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations

hereunder will be assigned (including by operation of law) without the prior written consent of the parties hereto.

Section 3.3

Specific Performance. The parties hereto agree that irreparable damage may occur in the event that any of the provisions

of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that

the parties hereto shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically

the terms and provisions of this Agreement in the chancery court or any other state or federal court within the State of Delaware, this

being in addition to any other remedy to which such party is entitled at law or in equity. In the event that any Action shall be brought

in equity to enforce the provisions of this Agreement, no party shall allege, and each party hereby waives the defense, that there is

an adequate remedy at law, and each party agrees to waive any requirement for the securing or posting of any bond in connection therewith.

Section 3.4

Amendment. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except

upon the execution and delivery of a written agreement executed by the Purchaser, the Company and the Sponsor.

Section 3.5

Miscellaneous. Sections 10.02 (Notices), 10.06 (Governing Law), 10.07 (Jurisdiction), 10.08 (Waiver

of Jury Trial), 10.10 (Severability), 10.12 (Entire Agreement), 10.13 (Interpretation), 10.14 (Counterparts)

and 10.16 (Waiver of Claims Against Trust) of the Business Combination Agreement are each hereby incorporated into this Agreement

(including any relevant definitions contained in any such Sections), mutatis mutandis.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY

BLANK]

IN WITNESS WHEREOF, the Sponsor,

the Purchaser and the Company have each caused this Agreement to be duly executed as of the date first written above.

SPONSOR:

INFLECTION

POINT HOLDINGS VI LLC

By: /s/

Kevin Shannon

Name:

Kevin

Shannon

Title:

Chief Executive Officer

[Signature Page to Sponsor Support Agreement]

IN WITNESS WHEREOF, the Sponsor,

the Purchaser and the Company have each caused this Agreement to be duly executed as of the date first written above.

PURCHASER:

INFLECTION POINT

Acquisition Corp. VI

By:

/s/

Kevin Shannon

Name:

Kevin Shannon

Title:

Chief Executive Officer

[Signature Page to Sponsor

Support Agreement]

IN WITNESS WHEREOF, the Sponsor,

the Purchaser and the Company have each caused this Agreement to be duly executed as of the date first written above.

COMPANY:

Quantum space,

llc

By:

/s/

James Bridenstine

Name:

James Bridenstine

Title:

Chief Executive Officer

[Signature Page to Sponsor Support Agreement]

EX-10.2 — MEMBER SUPPORT AGREEMENT, DATED JUNE 8, 2026, BY AND AMONG INFLECTION POINT ACQUISITION CORP. VI, MEMBERS WHO ARE SIGNATORY THERETO AND QUANTUM SPACE, LLC

EX-10.2

Filename: ea029394001ex10-2.htm · Sequence: 6

Exhibit 10.2

MEMBER SUPPORT AGREEMENT

This MEMBER SUPPORT AGREEMENT

(this “Agreement”), is dated as of June 8, 2026, by and among Inflection Point Acquisition Corp. VI, a Cayman Islands

exempted company (which shall transfer by way of continuation to and domesticate as a Delaware corporation prior to the Closing) (the

“Purchaser”), the Persons set forth on Schedule I hereto (the “Required Members”) and Quantum

Space, LLC, a Delaware limited liability company (the “Company”). Capitalized terms used but not defined herein shall

have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

WHEREAS, as of the date hereof,

the Required Members are the holders of such number of Company Units as are indicated opposite each of their names on Schedule I

attached hereto (collectively, the “Subject Securities”);

WHEREAS, contemporaneously

with the execution and delivery of this Agreement, the Purchaser, IPFX PubCo, Inc., a direct wholly-owned subsidiary of the Purchaser,

IPFX Merger Sub, Inc., a direct wholly-owned subsidiary of IPFX PubCo, Inc., and the Company have entered into the Business Combination

Agreement (as it may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms, the “Business

Combination Agreement”), dated as of the date hereof, pursuant to which, among other things, the parties thereto intend to consummate

the Transactions; and

WHEREAS, as an inducement

to the Purchaser and the Company to enter into the Business Combination Agreement and to consummate the Transactions, the parties hereto

desire to agree to certain matters as set forth herein.

NOW, THEREFORE, in consideration

of the foregoing and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency

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

ARTICLE I

SUPPORT AGREEMENT; COVENANTS

Section 1.1 Binding Effect

of Business Combination Agreement. Each of the Required Members hereby acknowledges that he, she or it has read the Business Combination

Agreement and this Agreement and has had the opportunity to consult with his, her or its tax and legal advisors. Each of the Required

Members shall be bound by and comply with Section 7.06 (No Solicitation), Section 7.07 (No Trading), Section 7.15 (Public

Announcements) and Section 7.16 (Confidential Information) of the Business Combination Agreement (and any relevant definitions

contained in any such Sections) as if such Required Member was an original signatory to the Business Combination Agreement with respect

to such provisions.

Section 1.2 No Transfer.

(a) Except

for the Contemplated Transfers, unless otherwise deemed a Permitted Transfer (as defined below), during the period commencing on the date

hereof and ending on the earliest of (a) the Closing, (b) such date and time as the Business Combination Agreement shall be terminated

in accordance with Section 9.01 (Termination) thereof (the earlier of (a) and (b), the “Expiration Time”) and

(c) the liquidation of the Company, the Required Members shall not, without the prior written consent of the Purchaser and the Company,

(i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree

to dispose of, directly or indirectly, any Subject Securities, (ii) enter into any swap or other arrangement that transfers to another,

in whole or in part, any of the economic consequences of ownership of any Subject Securities or (iii) take any action in furtherance of

any of the matters described in the foregoing clause (i) or (ii) (each, a “Transfer”).

(b) “Contemplated

Transfer” means any Transfer of Subject Securities by Phase Four, Inc. or Prime Movers Lab Fund III, L.P. and their Affiliates;

provided, however, as a precondition to such Transfer, such Transferee must enter into a written agreement with the Company and the Purchaser

agreeing to assume all of the obligations of this Agreement with respect to such Subject Securities and to be bound by the transfer restrictions

set forth in this Agreement; provided, further, that, no such Transfer shall relieve such Required Member from its obligations under this

Agreement.

Transfer” means any Transfer of Subject Securities (i) to any Affiliates or family members of such Required Member, (ii) to

any investment funds or vehicles controlled or managed by such Required Member or its Affiliates, (iii) by gift to a trust, the beneficiary

of which is a Person to whom a Transfer would be permitted under clause (i), or to a charitable organization, (iv) in the case of an individual,

by virtue of laws of descent and distribution upon death of such individual, (v) in the case of an individual, pursuant to a qualified

domestic relations order, (vi) to a nominee or custodian of a Person to whom a Transfer would be permitted under clause (i), (vii) in

the case of an entity that is a trust, Transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust,

(viii) to a third party in connection with any non-redemption, backstop arrangement or other similar arrangement, (ix) in connection with

any legal, regulatory or other order; or (x) as otherwise mutually agreed upon between such Required Member, the Purchaser and the Company;

provided, however, that in the case of clauses (i) through (vii) and clause (x), as a precondition to such Transfer, such transferee must

enter into a written agreement with the Company and the Purchaser agreeing to assume all of the obligations under this Agreement with

respect to such Subject Securities and to be bound by the transfer restrictions set forth in this Agreement (to the extent applicable);

provided, further, that, no Transfer permitted under this Section 1.2 shall relieve such Required Member of its obligations under this

Agreement.

Section 1.3 New Securities.

In the event that (a) any Company Units or other equity securities of the Company are issued to a Required Member after the date of this

Agreement pursuant to any dividend, split, recapitalization, reclassification, combination or exchange of, on or affecting the Company

Units owned by such Required Member or otherwise (including in connection with the Recapitalization), (b) a Required Member purchases

or otherwise acquires beneficial ownership of any Company Units after the date of this Agreement, or (c) a Required Member acquires the

right to vote or share in the voting of any Company Units or other equity securities of the Company after the date of this Agreement (such

Company Units or other equity securities of the Company, collectively, the “New Securities”), then such New Securities

acquired or purchased by such Required Member shall be subject to the terms of this Agreement to the same extent as if they constituted

the Subject Securities owned by such Required Member as of the date hereof.

Section 1.4 Closing Date

Deliverables. On the Closing Date, each of the Required Members shall deliver:

(a) a

properly completed and duly executed IRS Form W-9 or W-8 from such Required Member;

(b) a

duly executed copy of that certain A&R Registration Rights Agreement;

duly executed copy of the Company A&R Operating Agreement;

(d) a

duly executed copy of the Seller Lock-Up Agreement (provided, that, a Required Member that only holds Series B Preferred Units and/or

Series B Warrants shall not be required to execute or otherwise enter into the Seller Lock-Up Agreement or any other lock-up arrangement

with respect to the securities issued or issuable in exchange for such securities in the Transactions, and, provided, further, that the

securities issued or issuable in exchange for Series B Preferred Units and/or Series B Warrants to a Required Member shall not be subject

to the Seller Lock-Up Agreement or any other lock-up arrangement, in each case, except for the Company A&R Operating Agreement to

the extent such Required Member remains a Member of the Company following the Transactions);

(e) a

duly executed copy of the Seller Class B Subscription Agreement (if such Required Member is an Up-C Seller);

(f) a

duly executed copy of the Tax Receivable Agreement (if such Required Member is designated on the Closing Member Schedule as a Participating

TRA Holder); and

(g) such

other documents, instruments and certificates as are required to be delivered by such Required Member pursuant to the Business Combination

Agreement or the other Ancillary Documents.

Section 1.5 Required Member

Agreements. At any meeting of the members of the Company, however called, or at any adjournment thereof, or in any other circumstance

in which the vote, consent or other approval of the members of the Company is sought, each of the Required Members shall (i) appear at

each such meeting or otherwise cause all of its Subject Securities, which are entitled to vote, to be counted as present thereat for purposes

of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to

be executed and delivered) covering, all of its Subject Securities, which are entitled to vote:

(a) to

approve and adopt the Business Combination Agreement and the consummation of the Transactions, including the Recapitalization, the entry

into the Company A&R Operating Agreement and each other Ancillary Document to which the Company is or will become a party;

(b) to

agree to the waiver, satisfaction or termination of any and all applicable transfer restrictions, preemptive rights, rights of first refusal

and similar restrictions under the Company LLC Agreement, the Investors’ Rights Agreement, the ROFR/Co-Sale Agreement, the Company’s

vesting and restricted-unit agreements, the UAR Plan, the Management Incentive Plan and the Company Warrant instruments, and to the termination

of the Investors' Rights Agreement and ROFR/Co-Sale Agreement effective as of the Closing;

any Alternative Transaction or any proposal relating to an Alternative Transaction;

(d) against

any merger agreement or merger (other than the Business Combination Agreement and the Transactions), consolidation, combination, sale

of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company;

(e) against

any change in the business or board of managers of the Company (other than pursuant to the Business Combination Agreement or the Ancillary

Documents); and

(f) against

any proposal, action or agreement that would (A) impede, interfere, frustrate, prevent or nullify any provision of this Agreement, the

Business Combination Agreement or the Transactions, (B) result in a breach in any respect of any covenant, representation, warranty or

any other obligation or agreement of the Company under the Business Combination Agreement, (C) result in any of the conditions set forth

in Article VIII (Closing Conditions) of the Business Combination Agreement not being fulfilled, (D) result in a breach of any covenant,

representation or warranty or other obligation or agreement of such Required Member contained in this Agreement or (E) change in any manner

the dividend policy or capitalization of, including the voting rights of any class of equity interests of, the Company.

Each Required Member hereby

agrees that he, she or it shall not commit or agree to take any action inconsistent with the foregoing. Each Required Member further agrees

that, with respect to any written consent to be delivered pursuant to the obligations of such Required Member under this Section 1.5,

such written consent shall be delivered promptly following the time at which the Registration Statement has been declared effective under

the Securities Act (and, in any event, within two (2) Business Days thereof).

Section 1.6 No Challenges.

Each Required Member agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt

out of any class in any class action with respect to, any claim, derivative or otherwise, against Purchaser, the Company or any of their

respective successors or directors (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement

or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into this Agreement,

the Business Combination Agreement or the Transactions.

Section 1.7 Further Assurances.

Each Required Member shall take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary under

applicable Laws, or as reasonably requested by Purchaser or the Company, to effect the actions set forth herein and to consummate the

transactions contemplated hereby on the terms and subject to the conditions set forth herein and the Transactions on the terms and subject

to the conditions set forth in the Business Combination Agreement.

Section 1.8 No Inconsistent

Agreement. Each Required Member hereby represents and covenants that such Required Member has not entered into, and shall not enter

into, any agreement that would restrict, limit, or interfere with the performance of such Required Member’s obligations hereunder.

Each Required Member agrees to reasonably promptly notify the Purchaser in writing of any updates to Schedule I hereto after the date

hereof and prior to Closing.

Section 1.9 Appraisal Rights.

Each Required Member hereby waives and agrees not to exercise any rights of appraisal or rights to dissent from the Transactions that

he, she or it may have with respect to the Subject Securities under applicable Law.

Section 1.10 Waiver of Preemptive

Rights. To the extent any Required Member is a “Major Investor” (as defined in the Investors’ Rights Agreement),

such Required Member hereby waives, and acknowledges that the Requisite Major Investors (as defined in the Investors’ Rights Agreement)

have waived, any and all rights of first offer or other preemptive rights under Section 4 of the Investors’ Rights Agreement with

respect to the issuance and sale of the Series B Preferred Units and the Series B Warrants contemplated by the Series B SPA. This waiver

shall apply to all Investors (as defined in the Investors’ Rights Agreement) in the same fashion pursuant to Section 6.6 of the

Investors’ Rights Agreement.

Section 1.11 Waiver of Certain

Rights.

(a) Each Required Member, severally

and not jointly, hereby irrevocably and unconditionally waives, effective as of the date hereof, any and all rights of first refusal,

co-sale rights, participation rights, or similar rights that such Required Member may have under the ROFR/Co-Sale Agreement, the Company

LLC Agreement, the Investors’ Rights Agreement, or any other agreement with or among the Company or its members, in each case solely

to the extent such rights would be applicable to or triggered by (i) the Transactions (including the Recapitalization, the Seller Contributions,

the Preferred Contributions, the Warrant Contributions, and any other transfers of Company equity interests contemplated by or effected

in connection with the Business Combination Agreement or any Ancillary Document), (ii) the Series B Investment, (iii) any transfers of

Company equity interests effected in connection with the Prime Movers Financing, and (iv) any sale, transfer, assignment, distribution,

or other disposition of Company equity interests permitted under Section 7.02(b)(ii)(C) or Section 7.06(d)(ii) of the Business Combination

Agreement.

(b) Each Required Member, severally

and not jointly, hereby irrevocably and unconditionally waives, effective as of the date hereof, any and all transfer restrictions, consent

rights, notice requirements, or similar restrictions applicable to the transfer of Company equity interests under Article 7 of the Company

LLC Agreement, the Investors’ Rights Agreement, and the ROFR/Co-Sale Agreement, in each case solely to the extent such restrictions

would be applicable to or triggered by (i) the Transactions (including the Recapitalization, the Seller Contributions, the Preferred Contributions,

the Warrant Contributions, and any other transfers of Company equity interests contemplated by or effected in connection with the Business

Combination Agreement or any Ancillary Document), (ii) the Series B Investment, (iii) any transfers of Company equity interests effected

in connection with the Prime Movers Financing, and (iv) any sale, transfer, assignment, distribution, or other disposition of Company

equity interests permitted under Section 7.02(b)(ii)(C) or Section 7.06(d)(ii) of the Business Combination Agreement.

and agrees that the waivers set forth in this Section 1.11 are a material inducement to the Purchaser's willingness to enter into the

Business Combination Agreement and shall be effective during the period commencing on the date hereof and ending at the Expiration Time,

and, solely with respect to the Transactions and the Prime Movers Financing, shall survive the Expiration Time to the extent necessary

to consummate the Transactions or the Prime Movers Financing, as applicable. For the avoidance of doubt, the waivers set forth in this

Section 1.11 shall be in addition to, and not in limitation of, any waiver of preemptive rights or rights of first offer set forth elsewhere

in this Agreement.

Section 1.12 Consent to Disclosure.

Each Required Member hereby consents to the publication and disclosure in the Proxy Statement/Registration Statement (and, as and to the

extent otherwise required by applicable securities Laws or the SEC or any other securities authorities, any documents or communications

provided by the Purchaser or the Company to any Governmental Authority and to Purchaser Shareholders) of such Required Member’s

identity and beneficial ownership of the Subject Securities and the nature of such Required Member’s commitments, arrangements and

understandings under and relating to this Agreement and, if deemed appropriate by the Purchaser and the Company, a copy of this Agreement.

Each Required Member will promptly provide any information reasonably requested by Purchaser or the Company that is reasonably necessary

for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the SEC).

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations

and Warranties of the Required Members. Each Required Member, severally and not jointly, represents and warrants as of the date hereof

to the Purchaser and the Company, in each case, only with respect to itself, as follows:

(a) Organization;

Due Authorization. (i) If the Required Member is a natural person, he or she has all the requisite power and authority and has taken

all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the

transactions contemplated hereby, and (ii) if the Required Member is not a natural person, it is duly organized, validly existing and

in good standing under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution,

delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such Required Member’s

corporate, limited liability company or similar organizational powers and have been duly authorized by all necessary corporate, limited

liability company, or similar organizational actions on the part of such Required Member. This Agreement has been duly executed and delivered

by such Required Member and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes

a legally valid and binding obligation of such Required Member, enforceable against such Required Member in accordance with the terms

hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles

of equity affecting the availability of specific performance and other equitable remedies). If this Agreement is being executed in a representative

or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into this Agreement on behalf of such Required

Member.

(b) Ownership.

Such Required Member is the record and beneficial owner (as defined in Rule 13d-3 of the Exchange Act) of, and has good title to, all

of its Subject Securities, and there exist no Liens or any other limitation or restriction (including any restriction on the right to

vote, sell or otherwise dispose of such Subject Securities (other than transfer restrictions under the Securities Act)) affecting any

such Subject Securities, other than Liens pursuant to (i) this Agreement, (ii) the Company’s Organizational Documents, (iii) the

Business Combination Agreement, (iv) the Company LLC Agreement, (v) the Investor’ Rights Agreement, (vi) the ROFR/Co-Sale Agreement,

(vii) if the Required Member is not a natural person, the Required Member’s Organizational Documents or (viii) any applicable securities

Laws. Such Required Member’s Subject Securities are the only equity securities of the Company owned of record or beneficially by

such Required Member on the date of this Agreement, and none of such Subject Securities are subject to any proxy, voting trust or other

agreement or arrangement with respect to the voting of such Subject Securities, except as provided hereunder, under the Company LLC Agreement,

the Investors’ Rights Agreement and the ROFR/Co-Sale Agreement. Other than the Subject Securities, such Required Member does not

hold or own any rights to acquire (directly or indirectly) any equity securities of the Company or any equity securities convertible into,

or which can be exchanged for, equity securities of the Company.

Conflicts. The execution and delivery of this Agreement by such Required Member does not, and the performance by such Required Member

of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of such Required Member,

or (ii) require any consent or approval that has not been given or other action that has not been taken by any third party (including

under any Contract binding upon such Required Member or such Required Member’s Subject Securities), in each case, to the extent

such consent, approval or other action would prevent, enjoin or materially delay the performance by such Required Member of its obligations

under this Agreement.

(d) Adequate

Information. Such Required Member has been furnished or given access to adequate information concerning the business and financial

condition of Purchaser and the Company to make an informed decision regarding this Agreement and the Transactions and has independently

and without reliance upon Purchaser or the Company and based on such information as such Required Member has deemed appropriate, made

its own analysis and decision to enter into this Agreement. Such Required Member acknowledges that Purchaser and the Company have not

made and do not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth

in this Agreement. Such Required Member acknowledges that the agreements contained herein with respect to the Subject Securities held

by such Required Member are irrevocable and result in the waiver of any right of the undersigned to demand appraisal in connection with

the Business Combination under Section 262 of the General Corporation Law of the State of Delaware and any other Law.

(e) Litigation.

There are no Legal Proceedings pending against such Required Member or, to the knowledge of such Required Member, threatened in writing

against such Required Member, before (or, in the case of threatened Legal Proceedings, that would be before) any arbitrator or any Governmental

Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Required Member of its

obligations under this Agreement.

(f) Brokerage

Fees. No broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission

in connection with the Transactions based upon arrangements made by such Required Member in his, her or its capacity as a member of the

Company, for which the Company or any of its Affiliates may become liable.

(g) Acknowledgement.

Such Required Member understands and acknowledges that each of the Purchaser and the Company is entering into the Business Combination

Agreement in reliance upon the Required Members’ execution and delivery of this Agreement.

ARTICLE III

MISCELLANEOUS

Section 3.1 Termination.

This Agreement and all of its provisions shall terminate and be of no further force or effect upon the earliest of (a) the Expiration

Time, (b) the liquidation of the Company and (c) the written agreement of the Required Members, the Purchaser, and the Company. Upon such

termination of this Agreement, all obligations of the parties under this Agreement will terminate, without any liability or other obligation

on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no party hereto shall have

any claim against another (and no person shall have any rights against such party), whether under contract, tort or otherwise, with respect

to the subject matter hereof; provided, however, that the termination of this Agreement shall not relieve any party hereto from liability

arising in respect of any breach of this Agreement prior to such termination. This ARTICLE III shall survive the termination of

this Agreement.

Section 3.2 Assignment.

This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective

heirs, successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned

(including by operation of law) without the prior written consent of the parties hereto.

Section 3.3 Specific Performance.

The parties hereto agree that irreparable damage may occur in the event that any of the provisions of this Agreement were not performed

in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled

to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this

Agreement in the chancery court or any other state or federal court within the State of Delaware, this being in addition to any other

remedy to which such party is entitled at law or in equity. In the event that any action shall be brought in equity to enforce the provisions

of this Agreement, no party shall allege, and each party hereby waives the defense, that there is an adequate remedy at law, and each

party agrees to waive any requirement for the securing or posting of any bond in connection therewith.

Section 3.4 Amendment.

This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery

of a written agreement executed by the Purchaser, the Company and the Required Members.

Section 3.5 Miscellaneous.

Sections 10.02 (Notices), 10.06 (Governing Law), 10.07 (Jurisdiction), 10.08 (Waiver of Jury Trial), 10.10

(Severability), 10.12 (Entire Agreement), 10.13 (Interpretation), 10.14 (Counterparts), and 10.16 (Waiver

of Claims Against Trust) of the Business Combination Agreement are each hereby incorporated into this Agreement (including any relevant

definitions contained in any such Sections), mutatis mutandis.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, each

of the parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written.

PURCHASER:

INFLECTION POINT ACQUISITION CORP. VI

By:

/s/ Kevin Shannon

Name:

Kevin Shannon

Title:

Chief Executive Officer

COMPANY:

QUANTUM SPACE, LLC

By:

/s/ James Bridenstine

Name:

James Bridenstine

Title:

Chief Executive Officer

[Signature Page to Member Support Agreement]

IN WITNESS WHEREOF, each

of the parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written.

ReQUIRED MEMBERS:

Alto Opportunity Master Fund SPC - Segregated Master Portfolio B

By:

/s/ Waqas Khatri

Name:

Waqas Khatri

Title:

Director

INFLECTION POINT FUND I, LP

By:

Inflection Point Asset Management LLC

By:

/s/ Kevin Shannon

Name:

Kevin Shannon

Title:

Portfolio Manager

PRIME MOVERS LAB FUND III LP

By:

Prime Movers Lab GP III LLC

Its:

General Partner

By:

/s/ Taylor Frankel

Name:

Taylor Frankel

Title:

Chief Financial Officer

SCP QUANTUM HOLDCO LLC

By:

SCP QUANTUM MANAGEMENT LLC

Its:

Manager

By:

/s/ Nishant Machado

Name:

Nishant Machado

Title:

Managing Partner

GHAFFARIAN ENTERPRISES, LLC

By:

/s/ Matthew Yetman

Name:

Matthew Yetman

Title:

Manager

QUANTUM SPACE KG PARENT LLC

By:

/s/ Matthew Yetman

Name:

Matthew Yetman

Title:

Manager

IBX OPPORTUNITY GP, INC.

By:

/s/ Matthew Yetman

Name:

Matthew Yetman

Title:

Chief Financial Officer

SUSAN L. HALL REVOCABLE TRUST, DATED 26 APRIL 2011

By:

/s/ Susan L. Hall

Name:

Susan L. Hall

Title:

Trustee

CCM Capital Markets LP

By:

/s/ Elliot Richmond

Name:

Elliot Richmond

Title:

Collective Capital Management Ltd

Newtyn TE Partners, LP

By:

/s/ Noah G. Levy

Name:

Noah G Levy

Title:

Managing Member of Newtyn Management, LLC, investment manager of Newtyn TE Partners, LP

Newtyn Partners, LP

By:

/s/ Noah G. Levy

Name:

Noah G Levy

Title:

Managing Member of Newtyn Management, LLC, investment manager of Newtyn Partners, LP

[Signature Page to Member Support Agreement]

SCHEDULE I

[Omitted]

EX-10.3 — FORM OF SPONSOR LOCK-UP AGREEMENT

EX-10.3

Filename: ea029394001ex10-3.htm · Sequence: 7

Exhibit 10.3

FORM OF LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this

“Agreement”), dated as of [●], 2026, is made and entered into by and among [IPFX PubCo, Inc.], a Delaware

corporation (the “Company”), and Inflection Point Holdings VI LLC, a Delaware limited liability company (the

“Sponsor”), the individuals named on the signature pages hereto and, together with any Person who hereafter

becomes a party to this Agreement pursuant to Section 2 or Section 7 of this Agreement, the “Securityholders”

and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings

ascribed to such terms in the Business Combination Agreement (as defined herein).

WHEREAS, the Company

is party to that certain Business Combination Agreement, dated as of [●], 2026 (as the same may be amended, restated, amended and

restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and

among [Inflection Point Acquisition Corp. VI], a Delaware corporation (formerly a Cayman Islands exempted company) (the “Purchaser”),

the Company, [IPFX Merger Sub, Inc.], a Delaware corporation and Quantum Space, LLC, a Delaware limited liability company (“Legacy

Quantum”);

WHEREAS, immediately

prior to the Business Combination, the Purchaser transferred by way of continuation to and domesticated as a Delaware corporation in accordance

with Section 388 of the Delaware General Corporation Law, as amended, and the Companies Act (As Revised) of the Cayman Islands (the “Domestication”,

and the domesticated Delaware corporation the “Domesticated Purchaser”);

WHEREAS, prior to the

Domestication the Sponsor owned, in aggregate, (i) 8,433,333 Class B ordinary shares of the Purchaser (the “Purchaser Class

B Ordinary Shares”) and (ii) 5,000,000 private placement warrants of the Purchaser, each exercisable to purchase one Class

A ordinary share of the Purchaser (the “Purchaser Private Placement Warrants”);

WHEREAS, (i) immediately

prior to the Domestication, each then issued and outstanding Purchaser Class B Ordinary Share was converted on a one-for-one basis into

a Class A ordinary share of the Purchaser (the “Purchaser Class A Ordinary Shares”) and (ii) in connection with

the Domestication, (x) each then issued and outstanding Purchaser Class A Ordinary Share was converted automatically, on a one-for-one

basis, into a share of common stock of the Domesticated Purchaser, par value $[0.0001] per share (the “Domesticated Purchaser

Common Stock”); (y) each then issued and outstanding warrant of the Purchaser converted automatically into a warrant to

acquire one share of Domesticated Purchaser Common Stock (each a “Domesticated Purchaser Warrant”); and (z)

each then issued and outstanding unit of the Purchaser was cancelled and thereafter entitled the holder thereof to one share of Domesticated

Purchaser Common Stock and one-third (1/3rd) of one Domesticated Purchaser Warrant;

WHEREAS, pursuant to

the Business Combination Agreement, Merger Sub merged with and into Purchaser, with Purchaser continuing as the surviving corporation

and a direct, wholly owned subsidiary of the Company (the “Business Combination”), as a result of which, among

other things, each then issued and outstanding share of Domesticated Purchaser Class A Common Stock converted automatically into a share

of Class A-1 common stock, par value $0.0001 per share, of the Company (the “Common Stock”) and each then issued

and outstanding Domesticated Purchaser Warrant converted automatically into a warrant to acquire one share of Common Stock (each, a “Warrant”),

following which the Sponsor owns (i) 8,433,333 shares of Common Stock (the “Lock-Up Shares”) and (ii) 5,000,000

Warrants (the “Lock-Up Warrants” and together with the Lock-Up Shares, the “Lock-Up Securities”);

WHEREAS, in connection

with the Business Combination, the parties hereto wish to set forth herein certain understandings between such parties with respect to

restrictions on transfer of equity interests in the Company.

NOW, THEREFORE, in

consideration of the foregoing and the mutual agreements contained herein, and for other good and valuable consideration, the receipt

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

1. Transfer

Restrictions. Subject to the exceptions set forth herein, each Securityholder agrees not to, without the prior written consent of

the board of directors of the Company, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase

or otherwise dispose of or agree to dispose of, directly or indirectly, any Lock-Up Securities, (ii) enter into any swap or other arrangement

that transfers to another, in whole or in part, any of the economic consequences of ownership of any Lock-Up Securities or (iii) take

any action in furtherance of any of the matters described in the foregoing clause (i) or (ii) (the actions specified in clauses (i)-(iii),

collectively, “Transfer”) prior to the date that is (x) with respect to the Lock-Up Shares, six months after

the consummation of the Business Combination or (y) with respect to the Lock-Up Warrants (or any shares of Common Stock issued or issuable

upon the exercise of such Lock-Up Warrants), 30 days after the consummation of the Business Combination (such six month or 30 day period,

as applicable, the “Lock-Up Period”).

2. Permitted

Transfers. The restrictions set forth in Section 1 shall not apply to:

(i) Transfers of any securities other than the Lock-Up Shares or any other equity security of the Company

issued or issuable with respect to the Lock-Up Shares by way of a stock dividend or stock split or in connection with a combination of

shares, recapitalization, merger, consolidation, spin-off, reorganization or similar transaction;

(ii) Transfers to the Company’s officers or directors, any Affiliate or family member of any of the Company’s

officers or directors, any members or partners of the Sponsor or their Affiliates, any affiliates of the Sponsor, or any employees of

such Affiliates;

(iii) In the case of an individual, Transfers to any Affiliates or family members of the Securityholder;

(iv) Transfers to any investment funds or vehicles controlled or managed by the Securityholder or any of its

Affiliates;

(v) Transfers by gift to a trust, the beneficiary of which is a Person to whom a Transfer would be permitted

under Section 2(iii), or to a charitable organization;

(vi) in the case of an individual, Transfers by virtue of laws of descent and distribution upon death of such

individual;

(vii) in the case of an individual, Transfers pursuant to a qualified domestic relations order;

(viii) in the case of an individual, Transfers to a partnership, limited liability company or other entity of

which the Securityholder and/or the Affiliates or family members of the Securityholder are the legal and beneficial owner of all of the

outstanding equity securities or similar interests;

(ix) Transfers to a nominee or custodian of a Person to whom a Transfer would be permitted under Section

2(iii);

(x) Transfers in connection with any legal, regulatory or other order;

(xi) in the case of an entity that is a trust, Transfers to a trustor or beneficiary of the trust or to the

estate of a beneficiary of such trust;

(xii) in the case of an entity, Transfers as part of a distribution to members, partners, shareholders or equityholders

of the Securityholder;

(xiii) in the case of an entity, Transfers by virtue of the laws of the state of the entity’s organization

and the entity’s organizational documents upon dissolution of the entity;

(xiv) the exercise of stock options or warrants to purchase shares of Common Stock or the vesting of stock awards

relating to shares of Common Stock and any related Transfer of shares of Common Stock in connection therewith (x) deemed to occur upon

the “cashless” or “net” exercise of such options or warrants or (y) for the purpose of paying the exercise price

of such options or warrants or for paying taxes due as a result of the exercise of such options or warrants, the vesting of such options

or stock awards, or as a result of the vesting of such shares of Common Stock, it being understood that all shares of Common Stock received

upon such exercise, vesting or transfer will remain subject to the restrictions of this Agreement during the Lock-Up Period;

(xv) Transfers to the Company pursuant to any contractual arrangement in effect upon the consummation of the

Business Combination that provides for the repurchase by the Company or forfeiture of Common Stock or other securities convertible into,

or exercisable, redeemable or exchangeable for, Common Stock in connection with the termination of the Securityholder’s service

to the Company;

(xvi) the entry, by the Securityholder, at any time after the consummation of the Business Combination, of any

trading plan providing for the sale of shares of Common Stock by the Securityholder, which trading plan meets the requirements of Rule

10b5-1(c) under the Exchange Act; provided, however, that such plan does not provide for, or permit, the sale of any shares

of Common Stock during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during

the Lock-Up Period;

(xvii) Transfers in the event of the completion of a liquidation, merger, stock exchange, reorganization or other

similar transaction that results in all of the Company’s securityholders having the right to exchange their shares of Common Stock

for cash, securities or other property; and

(xviii) Transfers to satisfy any U.S. federal, state, or local income tax obligations of a Securityholder (or

its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”),

or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Business

Combination Agreement was executed by the parties, and such change prevents the Business Combination from qualifying as a “reorganization”

pursuant to Section 368 of the Code (and the Business Combination does not qualify for similar tax-free treatment pursuant to any successor

or other provision of the Code or Regulations taking into account such changes), in each case solely and to the extent necessary to cover

any tax liability as a direct result of the transaction.

provided, however, that (A) in the case

of clauses (ii) through (xii), as a prerequisite to such Transfer, such permitted transferee(s) must enter into joinder to this Agreement,

substantially in the form of Exhibit A hereto, in order to become a “Securityholder” for purposes of this Agreement.

For purposes of this Section 2, “family member” shall mean a spouse, domestic partner, child (including by adoption),

father, mother, brother or sister of the Securityholder, and lineal descendant (including by adoption) of the Securityholder or of any

of the foregoing persons.

3. Termination.

This Agreement shall terminate upon the earlier of (i) the expiration of the Lock-Up Period with respect to the Lock-Up Shares, (ii) the

closing of a merger, liquidation, stock exchange, reorganization or other similar transaction after the date hereof that results in all

of the public stockholders of the Company having the right to exchange their shares of Common Stock for cash securities or other property

and (iii) the liquidation of the Company.

4. Prohibited

Transfers. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of

the securities described therein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute

a violation or breach of this Agreement.

5. Amendment.

This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by the Company and the Securityholders

holding a majority of the Lock-Up Shares then subject to this Agreement, executed in the same manner as this Agreement and which makes

reference to this Agreement.

6. Entire

Agreement. This Agreement and the documents or instruments referred to herein 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 hereto with respect to the subject matter contained

herein. Section 7 of that certain letter agreement, dated as of March 26, 2026, by and among the Purchaser, the Sponsor and the Purchaser’s

former officers and directors is hereby amended and superseded by this Agreement and is no longer of any force or effect.

7. Binding

Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties

hereto and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of Law or otherwise without

the prior written consent of the parties hereto, 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.

8. Governing

Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions

contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect

to principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of Laws of another

jurisdiction.

9. Jurisdiction.

Any Legal Proceeding based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in

the Court of Chancery of the State of Delaware (or, to the extent such court does not have jurisdiction, in the United States District

Court for the District of Delaware and to the extent such court does not have subject matter jurisdiction, the Superior Court of the State

of Delaware), and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such Legal Proceeding,

(ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all

claims in respect of the Legal Proceeding shall be heard and determined only in any such court, and (iv) agrees not to bring any Legal

Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained

shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise

proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Legal Proceeding, suit or

proceeding brought pursuant to this Section 9.

10. WAIVER

OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED

HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY

WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT

OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

11. Counterparts.

This Agreement (and any joinder to this Agreement) 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.

12. 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.

13. Liability.

The liability of any Securityholder hereunder is several (and not joint). Notwithstanding any other provision of this Agreement, in no

event will any Securityholder be liable for any other Securityholder’s breach of such other Securityholder’s obligations under

this Agreement.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have executed

this Agreement as of the date first above written.

[IPFX PUBCO, INC.]

By:

Name:

Title:

[Signature Page to Lock-Up Agreement]

IN WITNESS WHEREOF, the parties hereto have duly

executed this Agreement as of the date first above written.

SECURITYHOLDERS:

INFLECTION

POINT HOLDINGS VI LLC

By:

Name:

Title:

Name:

[Signature Page to Lock-Up Agreement]

EXHIBIT A

JOINDER TO LOCKUP AGREEMENT

[ ● ], 20__

Reference is made to the Lockup

Agreement, dated as of [ ● ], by and among [ ● ]

(the “Company”) and the Securityholders (as defined therein) from time to time party thereto (as amended, supplemented

or otherwise modified from time to time, the “Lockup Agreement”). Capitalized terms used but not otherwise defined

herein shall have the meanings ascribed to such terms in the Lockup Agreement.

Each of the Company and the

undersigned holder of equity interests in the Company (the “New Securityholder”) agrees that this Joinder

to the Lockup Agreement (this “Joinder”) is being executed and delivered for good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged.

The New Securityholder hereby

agrees to and does become party to the Lockup Agreement as a Securityholder. This Joinder shall serve as a counterpart signature page

to the Lockup Agreement and by executing below, the New Securityholder is deemed to have executed the Lockup Agreement with the same force

and effect as if originally named a party thereto.

This Joinder 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.

[Remainder of Page Intentionally Left Blank.]

IN WITNESS WHEREOF, the undersigned have duly executed

this Joinder as of the date first set forth above.

[●]

By:

Name:

Title:

new securityholder:

[●]

By:

Name:

Title:

[Signature Page to Joinder to Lock-Up Agreement]

EX-10.4 — FORM OF QUANTUM HOLDERS LOCK-UP AGREEMENT

EX-10.4

Filename: ea029394001ex10-4.htm · Sequence: 8

Exhibit 10.4

FORM OF LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this

“Agreement”), dated as of [●], is made and entered into by and among [IPFX PubCo, Inc.], a Delaware corporation

(the “Company”) and the Persons set forth on Schedule I hereto (such Persons, together with any Person who hereafter

becomes a party to this Agreement pursuant to Section 2 or Section 7 of this Agreement, the “Securityholders”

and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings

ascribed to such terms in the Business Combination Agreement (as defined herein).

WHEREAS, the Company

is party to that certain Business Combination Agreement, dated as of June 8, 2026 (as the same may be amended, restated, amended and restated,

supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Inflection

Point Acquisition Corp. VI, a Delaware corporation (formerly a Cayman Islands exempted company), the Company, [IPFX Merger Sub, Inc.],

a Delaware corporation and direct, wholly owned subsidiary of the Company, and Quantum Space, LLC, a Delaware limited liability company

(“Legacy Quantum”) pursuant to which the parties thereto consummated a business combination (the “Business

Combination”);

WHEREAS, following

the consummation of the Business Combination, each Securityholder owns equity interests in the Company; and

WHEREAS, in connection

with the Business Combination, the parties hereto wish to set forth herein certain understandings between such parties with respect to

restrictions on transfer of equity interests in the Company.

NOW, THEREFORE, in

consideration of the foregoing and the mutual agreements contained herein, and for other good and valuable consideration, the receipt

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

1. Transfer

Restrictions. Subject to the exceptions set forth herein, each Securityholder agrees not to, without the prior written consent of

the board of directors of the Company, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase

or otherwise dispose of or agree to dispose of, directly or indirectly, (a) any shares of Class A-1 common stock, par value $[●]

per share, of the Company (“Pubco Class A-1 Common Stock”), Class A-2 common stock, par value $[●] per

share, of the Company (“Pubco Class A-2 Common Stock”), Class B-1 common stock, par value $[●] per share,

of the Company (“Pubco Class B-1 Common Stock”), and Class B-2 common stock, par value $[●] per share,

of the Company (“Pubco Class B-2 Common Stock” and, together with the Pubco Class A-1 Common Stock, Pubco Class

A-2 Common Stock and Pubco Class B-1 Common Stock, the “Common Stock”) held by it immediately after the consummation

of the Business Combination, (b) any shares of Common Stock issuable upon the exercise of options to purchase shares of Common Stock held

by it immediately after the consummation of the Business Combination, or (c) any securities convertible into, or exercisable, redeemable

or exchangeable for, Common Stock (including any securities of the Company that when paired with one or more other securities of the Company

or another entity entitles the holder thereof to receive, Common Stock) held by it immediately after the consummation of the Business

Combination (the shares of Common Stock and securities specified in clauses (a)-(c), collectively, the “Lock-up Securities”),

(ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership

of any Lock-up Securities or (iii) take any action in furtherance of any of the matters described in the foregoing clause (i) or (ii)

(the actions specified in clauses (i)-(iii), collectively, “Transfer”) prior to the date that is six

(6) months after the consummation of the Business Combination (the “Lock-Up Period”).

2. Permitted

Transfers. The restrictions set forth in Section 1 shall not apply to:

(a) Transfers of any securities other than (i) the Lock-up Securities and (ii) any other equity security of

the Company issued or issuable with respect to the Lock-up Securities by way of a stock dividend or stock split or in connection with

a combination of shares, recapitalization, merger, consolidation, spin-off, reorganization or similar transaction;

(b) In the case of an individual, Transfers to any Affiliates or family members of the Securityholder;

Affiliates;

(d) Transfers by gift to a trust, the beneficiary of which is a Person to whom a Transfer would be permitted

under Section 2(b), or to a charitable organization;

(e) in the case of an individual, Transfers by virtue of laws of descent and distribution upon death of such

individual;

(f) in the case of an individual, Transfers pursuant to a qualified domestic relations order;

(g) in the case of an individual, Transfers to a partnership, limited liability company or other entity of

which the Securityholder and/or the Affiliates or family members of the Securityholder are the legal and beneficial owner of all of the

outstanding equity securities or similar interests;

(h) Transfers to a nominee or custodian of a Person to whom a Transfer would be permitted under Section

2(b);

(i) Transfers in connection with any legal, regulatory or other order;

(j) in the case of an entity that is a trust, Transfers to a trustor or beneficiary of the trust or to the

estate of a beneficiary of such trust;

(k) in the case of an entity, Transfers as part of a distribution to members, partners, shareholders or equityholders

of the Securityholder;

(l) in the case of an entity, Transfers by virtue of the laws of the state of the entity’s organization

and the entity’s organizational documents upon dissolution of the entity;

(m) the exercise of stock options or warrants to purchase shares of Common Stock or the vesting of stock awards

relating to shares of Common Stock and any related Transfer of shares of Common Stock in connection therewith (i) deemed to occur upon

the “cashless” or “net” exercise of such options or warrants or (ii) for the purpose of paying the exercise price

of such options or warrants or for paying taxes due as a result of the exercise of such options or warrants, the vesting of such options

or stock awards, or as a result of the vesting of such shares of Common Stock, it being understood that all shares of Common Stock received

upon such exercise, vesting or transfer will remain subject to the restrictions of this Agreement during the Lock-Up Period;

(n) Transfers to the Company pursuant to any contractual arrangement in effect upon the consummation of the

Business Combination that provides for the repurchase by the Company or forfeiture of Common Stock or other securities convertible into,

or exercisable, redeemable or exchangeable for, Common Stock in connection with the termination of the Securityholder’s service

to the Company;

(o) the entry, by the Securityholder, at any time after the consummation of the Business Combination, of any

trading plan providing for the sale of shares of Common Stock by the Securityholder, which trading plan meets the requirements of Rule

10b5-1(c) under the Exchange Act; provided, however, that such plan does not provide for, or permit, the sale of any shares

of Common Stock during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during

the Lock-Up Period;

(p) Transfers in the event of the completion of a liquidation, merger, stock exchange, reorganization or other

similar transaction that results in all of the Company’s securityholders having the right to exchange their shares of Common Stock

for cash, securities or other property; and

(q) Transfers to satisfy any U.S. federal, state, or local income tax obligations of a Securityholder (or

its direct or indirect owners) arising directly from the consummation of the Business Combination (including any gain recognized in connection

with the Seller Contributions, the Recapitalization or the exchange of equity interests in Legacy Quantum for Common Stock or Company

Common Units pursuant to the Business Combination Agreement), in each case (x) solely and to the extent necessary to cover any tax liability

as a direct result thereof, (y) provided that such Securityholder delivers to the Company, no later than five (5) Business Days prior

to any such Transfer, a certificate executed by such Securityholder setting forth in reasonable detail the amount of the tax obligation

and the calculation thereof, together with a written opinion or advice from a nationally recognized accounting firm or tax counsel reasonably

acceptable to the Company confirming such tax obligation, and (z) provided, further, that the aggregate number of Lock-up Securities Transferred

by such Securityholder pursuant to this clause (q) shall not exceed the number of shares necessary to satisfy such tax obligation based

on the volume-weighted average closing price of the Common Stock for the ten (10) trading days immediately preceding such Transfer.

provided, however, that (A) in the case

of clauses (b) through (l), as a prerequisite to such Transfer, such permitted transferee(s) must enter into joinder to this Agreement,

substantially in the form of Exhibit A hereto, in order to become a “Securityholder” for purposes of this Agreement.

For purposes of this Section 2, “family members” shall mean a spouse, domestic partner, child (including by adoption),

father, mother, brother or sister of the Securityholder, and lineal descendant (including by adoption) of the Securityholder or of any

of the foregoing persons. Notwithstanding any other provision of this Agreement, the exercise by any Securityholder of any exchange or

conversion right pursuant to which Company Common Units (together with the corresponding shares of Pubco Class B-1 Common Stock or Pubco

Class B-2 Common Stock) are exchanged for shares of Pubco Class A-1 Common Stock or Pubco Class A-2 Common Stock shall be permitted during

the Lock-Up Period; provided that any shares of Pubco Class A-1 Common Stock or Pubco Class A-2 Common Stock received upon any

such exchange or conversion shall constitute Lock-up Securities and shall remain subject to the transfer restrictions set forth in Section

1 for the remainder of the Lock-Up Period. For the avoidance of doubt, the transfer, sale or other disposition of any shares of Pubco

Class A-1 Common Stock or Pubco Class A-2 Common Stock received upon such exchange during the Lock-Up Period shall constitute a prohibited

Transfer under Section 1.

3. Termination.

This Agreement shall terminate upon the earlier of (i) the expiration of the Lock-Up Period, (ii) the closing of a merger, liquidation,

stock exchange, reorganization or other similar transaction after the date hereof that results in all of the public stockholders of the

Company having the right to exchange their shares of Common Stock for cash securities or other property and (iii) the liquidation

of the Company.

4. Prohibited

Transfers. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of

the securities described therein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute

a violation or breach of this Agreement.

5. Amendment.

This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by the Company and the Securityholders

holding a majority of the aggregate number of shares of Common Stock then held by all Securityholders as to which this Agreement has not

been terminated, executed in the same manner as this Agreement and which makes reference to this Agreement.

6. Entire

Agreement. This Agreement and the documents or instruments referred to herein 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 hereto with respect to the subject matter contained

herein.