Form 8-K

8-K — Catalyst Acquisition Corp.

Accession: 0001213900-26-082795

Filed: 2026-07-29

Period: 2026-07-27

CIK: 0002104391

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

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

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0299623-8k_catalyst.htm (Primary)

EX-1.1 — UNDERWRITING AGREEMENT, DATED JULY 27, 2026, BY AND BETWEEN THE COMPANY AND THE UNDERWRITER (ea029962301ex1-1.htm)

EX-3.1 — AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY (ea029962301ex3-1.htm)

EX-4.1 — SHARE RIGHTS AGREEMENT, DATED JULY 27, 2026, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS SHARE RIGHTS AGENT (ea029962301ex4-1.htm)

EX-10.1 — INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED JULY 27, 2026, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE (ea029962301ex10-1.htm)

EX-10.2 — REGISTRATION RIGHTS AGREEMENT, DATED JULY 27, 2026, BY AND AMONG THE COMPANY AND CERTAIN SECURITY HOLDERS (ea029962301ex10-2.htm)

EX-10.3 — PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, DATED JULY 27, 2026, BY AND BETWEEN THE COMPANY AND THE SPONSOR (ea029962301ex10-3.htm)

EX-10.4 — LETTER AGREEMENT, DATED JULY 27, 2026, BY AND AMONG THE COMPANY, ITS OFFICERS, DIRECTORS AND THE SPONSOR (ea029962301ex10-4.htm)

EX-10.5 — ADMINISTRATIVE SERVICES AGREEMENT, DATED JULY 27, 2026, BY AND BETWEEN THE COMPANY AND THE SPONSOR (ea029962301ex10-5.htm)

EX-10.6 — FORM OF INDEMNITY AGREEMENT (ea029962301ex10-6.htm)

EX-99.1 — PRESS RELEASE, DATED JULY 27, 2026 (ea029962301ex99-1.htm)

EX-99.2 — PRESS RELEASE, DATED JULY 29, 2026 (ea029962301ex99-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-07-27

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2026-07-27

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CATLU:ClassOrdinarySharesParValue0.0001PerShareMember

2026-07-27

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CATLU:RightsEachEntitlingHolderToReceiveOneseventh17OfOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember

2026-07-27

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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)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): July 27, 2026

Catalyst Acquisition Corp.

(Exact

name of registrant as specified in its charter)

Cayman Islands

001-43418

30-1472067

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

1007 Ocean Avenue, Suite 501

Santa Monica, CA 90403

(Address

of principal executive offices, including zip code)

Registrant’s

telephone number, including area code: (310) 404-1687

Not

Applicable

(Former

name or former address, if changed since last report)

Check

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

any of the following provisions:

☐

Written communications

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

☐

Soliciting material pursuant

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

☐

Pre-commencement communications

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

☐

Pre-commencement communications

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

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

CATLU

The

Nasdaq Stock Market LLC

Class A ordinary shares, par value $0.0001 per share

CATL

The

Nasdaq Stock Market LLC

Rights, each entitling the holder to receive one-seventh (1/7) of one Class A ordinary share at an exercise price of $11.50 per share

CATLR

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

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

Emerging

growth company ☒

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.

July 27, 2026, Catalyst Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of

20,000,000 units (the “Units”). The Company granted the underwriter (the “Underwriter”) a 45-day option from

the date of the prospectus (the “Over-Allotment Option”) to purchase up to an additional 3,000,000 Units at the initial public

offering price to cover over-allotments (the “Option Units”), if any. The Units were sold at a price of $10.00 per Unit,

generating gross proceeds to the Company of $200,000,000. Each Unit consists of one Class A ordinary share of the Company, par value

$0.0001 per share (the “Class A Ordinary Shares”), and one right to receive one-seventh (1/7) of one Class A Ordinary Share

upon the consummation of the Company’s initial business combination.

connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s

Registration Statement:

● An

Underwriting Agreement, dated July 27, 2026, by and between the Company and the Underwriter,

a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

● A

Share Rights Agreement, dated July 27, 2026, by and between the Company and Continental Stock

Transfer & Trust Company, as share rights agent, a copy of which is attached as Exhibit

4.1 hereto and incorporated herein by reference.

● An

Investment Management Trust Agreement, dated July 27, 2026, by and between the Company and

Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as

Exhibit 10.1 hereto and incorporated herein by reference.

● A

Registration Rights Agreement, dated July 27, 2026, by and among the Company and certain

security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein

by reference.

● A

Private Placement Units Purchase Agreement, dated July 27, 2026 (the “Private Placement

Units Purchase Agreement”), by and between the Company and Catalyst Sponsor LLC (the

“Sponsor”), a copy of which is attached as Exhibit 10.3 hereto and incorporated

herein by reference.

● A

Letter Agreement, dated July 27, 2026, by and among the Company, its officers, its directors

and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein

by reference.

● An

Administrative Services Agreement, dated July 27, 2026, by and between the Company and the

Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.

● Indemnity

Agreements, dated July 27, 2026, by and among the Company and each director and executive

officer of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated

herein by reference.

Item 3.02.

Unregistered Sales of Equity Securities.

Simultaneously

with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreement, the Company completed the private sale of an

aggregate of 270,000 private placement units (the “Private Placement Units”) to the Sponsor at a price of $10.00 per Private

Placement Unit, or $2,700,000 in the aggregate. The Private Placement Units (and underlying securities) are identical to the units included

in the Units sold in the IPO, except as otherwise disclosed in the Company’s registration statement for its IPO. No underwriting

discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption

from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.02.

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

Officers.

July 27, 2026, in connection with the IPO, Melvin D. Lindsey, Richard W. Cook and Christopher Heatherly (collectively with Steven P.

Beeks and Nicolas A. van Dyk, the “Directors”) were appointed to the board of directors of the Company (the

“Board”). Effective July 27, 2026, each of Messrs. Lindsey, Cook and Heatherly was appointed to the Board’s Audit

Committee, with Mr. Lindsey serving as chair of the Audit Committee. Each of Messrs. Cook and Heatherly was appointed to the

Board’s Compensation Committee, with Mr. Heatherly serving as chair of the Compensation Committee. Each of Messrs. Cook and

Heatherly was appointed to the Board’s Corporate Governance and Nominating Committee, with Mr. Cook serving as chair of the

Corporate Governance and Nominating Committee.

July 27, 2026, the Company entered into indemnity agreements with each of the Directors and officers of the Company that require the

Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any

proceeding against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to

be complete and is subject to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as

Exhibit 10.6 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03.

Amendments to the Amended and Restated Memorandum and Articles of Association; Change in Fiscal Year.

July 27, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended

and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on July

27, 2026. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and

are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit

3.1 hereto and incorporated herein by reference.

Item 8.01.

Other Events.

total of $200,000,000 of the proceeds from the IPO and the sale of the Private Placement Units (which amount includes $6,000,000 in the

aggregate of the Underwriter’s deferred underwriting commissions) was placed in a U.S.-based trust account maintained by

Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account

that may be released to the Company to pay its taxes and for winding up and dissolution expenses, the funds held in the trust account

will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination,

(ii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 24 months

from the closing of the IPO (the “Completion Window”), or by such earlier liquidation date as the Company’s board of

directors may approve, subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in

connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify

the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business

combination within the Completion Window or with respect to any other material provisions relating to shareholders’ rights or pre-initial

business combination activity.

July 27, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this

Current Report on Form 8-K.

July 29, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this

Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

The

following exhibits are being filed herewith:

Exhibit No.

Description

1.1

Underwriting

Agreement, dated July 27, 2026, by and between the Company and the Underwriter.

3.1

Amended

and Restated Memorandum and Articles of Association of the Company.

4.1

Rights Agreement, dated July 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as share rights

agent.

10.1

Investment

Management Trust Agreement, dated July 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as

trustee.

10.2

Registration

Rights Agreement, dated July 27, 2026, by and among the Company and certain security holders.

10.3

Private

Placement Units Purchase Agreement, dated July 27, 2026, by and between the Company and the Sponsor.

10.4

Letter

Agreement, dated July 27, 2026, by and among the Company, its officers, directors and the Sponsor.

10.5

Administrative

Services Agreement, dated July 27, 2026, by and between the Company and the Sponsor.

10.6

Form of Indemnity Agreement.

99.1

Press

Release, dated July 27, 2026.

99.2

Press

Release, dated July 29, 2026.

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document).

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.

CATALYST ACQUISITION CORP.

By:

/s/

Steven P. Beeks

Name:

Steven

P. Beeks

Title:

Co-Chief Executive Officer

Dated: July 29, 2026

EX-1.1 — UNDERWRITING AGREEMENT, DATED JULY 27, 2026, BY AND BETWEEN THE COMPANY AND THE UNDERWRITER

EX-1.1

Filename: ea029962301ex1-1.htm · Sequence: 2

Exhibit

1.1

20,000,000

Units

Catalyst

Acquisition Corp.

UNDERWRITING

AGREEMENT

July

27, 2026

Santander

US Capital Markets LLC

437 Madison Avenue

New York, New York 10022

Representative of the several Underwriters

listed in Schedule I to the Agreement

Ladies

and Gentlemen:

Introductory. Catalyst Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue

and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”),

for whom you (the “Representative”) are acting as representative, 20,000,000 units (the “Units”)

of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The

Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments, if

any (the “Optional Securities”), as set forth below. The Firm Securities and the Optional Securities are herein collectively

called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other

than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular

or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this

agreement (this “Agreement”).

Each

Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”),

and one right to receive one seventh (1/7) of one Ordinary Share (the “Rights”) upon consummation of an initial Business

Combination (as defined below). The Ordinary Shares and Rights included in the Units will not trade separately until the 52nd day following

the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the

Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet

reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet

with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing

Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional

shares will be issued upon conversion of any rights. Fractional Ordinary Shares will either be rounded down to the nearest whole share

or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. As used herein, the term “Business

Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, share exchange, asset

acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company.

The

Company will enter into an Investment Management Trust Agreement, effective as of the Closing Date (the “Trust Agreement”),

with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially

the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units

(as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”)

for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued.

The

Company will enter into a Share Rights Agreement, effective as of the Closing Date (the “Rights Agreement”), dated

as of the date hereof, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as

rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Private

Placement Rights and any other rights that may be issued by the Company.

The

Company has entered into a securities subscription agreement, dated January 7, 2026 (the “Securities Subscription Agreement”),

with Catalyst Sponsor LLC (the “Sponsor”), in substantially the form filed as Exhibit 10.7 to the Registration Statement,

pursuant to which the Sponsor purchased an aggregate of 8,625,000 Class B ordinary shares, par value $0.0001 per share, of the Company,

for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”).

On June 26, 2026, the Sponsor surrendered 2,875,000 Founder Shares for no consideration and the Sponsor now holds 5,750,000 Founder Shares,

up to 750,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option. The Founder

Shares are substantially similar to the Ordinary Shares included in the Units, except as described in the Registration Statement, the

Statutory Prospectus and the Prospectus.

The

Company has entered into a Private Placement Units Purchase Agreement, effective as of the date hereof (the “Private Placement

Units Purchase Agreement”), with the Sponsor in substantially the form filed as Exhibit 10.4 to the Registration Statement,

pursuant to which the Sponsor agreed to purchase an aggregate of 270,000 private placement units (including if the Underwriters’

over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $2,700,000 (including

if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private

Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling the holder thereof

to receive one seventh (1/7) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an

initial Business Combination.

The

Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”),

with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant

to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other

equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), the

Private Placement Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of

any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities that may be issued upon

conversion of certain working capital loans, if any.

The

Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered

a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as

Exhibit 10.1 to the Registration Statement.

The

Company has entered into an Administrative Services Agreement, dated as of the date hereof, with the Sponsor or an affiliate of the Sponsor,

in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”),

pursuant to which the Company will pay to the Sponsor an aggregate monthly fee of up to $15,000 for certain office space, secretarial

and administrative support services from funds held outside the Trust Account.

Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the several Underwriters

that:

(a)

Filing and Effectiveness of Registration Statement. The Company has prepared and filed with the Commission the Registration Statement

(file number 333-297309) on Form S-1, including the related Preliminary Prospectus, for registration under the Act of the offering and

sale of the Offered Securities and the Ordinary Shares and Rights included as part of the Offered Securities. Such Registration Statement,

including any amendments thereto filed prior to the Execution Time, has become effective in accordance with section 8(a) of the Act.

The Company will file with the Commission the Prospectus in accordance with Rule 424(b). As filed, such Prospectus shall contain all

information required by the Act and, except to the extent the Representative shall agree in writing to a modification, shall be in all

substantive respects in the form furnished to the Representative prior to the Execution Time or, to the extent not completed at the Execution

Time, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus)

as the Company has advised the Representative, prior to the Execution Time, will be included or made therein. The Company has complied

to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information.

(b)

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is

first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are

purchased, if such date is not the Closing Date (a “settlement date”), the Prospectus (and any supplement thereto)

will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the

Registration Statement did not and will not 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 not misleading; as of the Applicable Time and on the Closing

Date and any settlement date, each individual Written Testing-the-Waters Communication (as defined herein) did not and will not conflict,

as applicable, with the information contained in the Registration Statement or the Statutory Prospectus, and complied or will comply,

as applicable, in all material respects with the Act; as of the Applicable Time and on the Closing Date and any settlement date, each

“road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case,

when considered together with the Statutory Prospectus, did not and will not 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 the light of the circumstances

under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each settlement

date, the Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state

a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not

misleading; provided, however, that the Company makes no representations or warranties as to the information contained

in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information

furnished in writing to the Company by or on behalf of any Underwriter through the Representative specifically for inclusion in the Registration

Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or

on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.

(c)

Statutory Prospectus. The Statutory Prospectus, as of the Applicable Time and on the Closing Date and any settlement date, did

not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company

makes no representations or warranties as to the information contained in or omitted from the Statutory Prospectus in reliance upon and

in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representative specifically

for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists

of the information described as such in Section 8(b) hereof.

(d)

Listing. The Company has filed with the Commission a registration statement on Form 8-A (file number 001-43418) providing for

the registration under the Exchange Act of the Units and the Ordinary Shares and Rights included as part of the Units, which registration

is currently effective on the date hereof. The Offered Securities and the Ordinary Shares and Rights included as part of the Offered

Securities have been authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution, on the

Nasdaq Global Market (“Nasdaq”), and the Company knows of no reason or set of facts that is likely to adversely affect

such authorization.

(e)

No Stop Order. The Commission has not issued any order or, to the Company’s knowledge, threatened to issue any order preventing

or suspending the effectiveness of the Registration Statement or the use of any Preliminary Prospectus, the Prospectus or any part thereof,

and has not instituted or, to the Company’s knowledge, threatened to institute any proceedings with respect to such an order.

(f)

Ineligible Issuer Status. (i) At the time of filing the Registration Statement and (ii) as of the Execution Time (with such date

being used as the determination date for purposes of this clause (ii)), the Company was and is an Ineligible Issuer (as defined in Rule

405).

(g)

Free Writing Prospectus. The Company has not prepared or used a Free Writing Prospectus.

(h)

Good Standing of the Company. The Company has been duly incorporated and is validly existing as an exempted company in good standing

under the laws of the Cayman Islands with full corporate power and authority to own or lease, as the case may be, and to operate its

properties and conduct its business as described in the Registration Statement, the Statutory Prospectus and the Prospectus and to enter

into this Agreement, the Trust Agreement, the Rights Agreement, the Securities Subscription Agreement, the Private Placement Units Purchase

Agreement, the Registration Rights Agreement, the Letter Agreement and the Administrative Services Agreement and to carry out the transactions

contemplated hereby and thereby, and, except where failure to be so qualified or be in good standing would not reasonably be expected

to have a Material Adverse Effect (as defined below), is duly qualified to do business as a foreign corporation and is in good standing

under the laws of each jurisdiction that requires such qualification.

(i)

Disclosure. There is no franchise, contract or other document of a character required to be described in the Registration Statement

or Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required (and the Statutory Prospectus contains

in all material respects the same description of the foregoing matters contained in the Prospectus); and the statements in the Statutory

Prospectus and the Prospectus under the headings “Principal Shareholders,” “Certain Relationships and Related Party

Transactions,” and “Description of Securities” insofar as such statements summarize legal matters, agreements, documents

or proceedings discussed therein, are in all material respects accurate and fair summaries of such legal matters, agreements, documents

or proceedings. There are no business relationships or related party transactions involving the Company or any other person required

by the Act to be described in the Registration Statement or Prospectus that have not been described as required.

(j)

Capitalization. The Company’s authorized equity capitalization is as set forth in the Registration Statement, the Statutory

Prospectus and the Prospectus.

(k)

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued and

are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any

security of the Company or similar contractual rights granted by the Company. The offers and sales of the outstanding securities of the

Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part

on the representations and warranties of the purchasers of such securities, exempt from such registration requirements. The holders of

outstanding securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities and, except

as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase,

agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or

ownership interests in the Company are outstanding.

(l)

Offered Securities. The Offered Securities have been duly authorized and when issued and delivered against payment by the Underwriters

pursuant to this Agreement and in respect of the Ordinary Shares, registered in the Company’s register of members, will be validly

issued.

(m)

Ordinary Shares. The Ordinary Shares included in the Units and Private Placement Units have been duly authorized and, when issued

and delivered against payment therefor and registered in the Company’s register of members, will be validly issued, fully paid

and nonassessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such

holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

(n)

Rights and Private Placement Rights. The Rights and the Private Placement Rights, when issued and delivered in the manner

set forth in the Rights Agreement against payment therefor, will be duly issued and delivered, and will constitute valid and binding

obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may

be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by

equitable principles of general applicability.

(o)

Ordinary Shares Issuable Upon Exercise of Rights and Private Placement Rights. The Ordinary Shares issuable upon exercise of the

Rights and the Private Placement Rights have been duly authorized and reserved for issuance upon exercise thereof and, when issued and

delivered against payment therefor pursuant to the Rights and the Private Placement Rights, as applicable, and the Rights Agreement and

registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary

Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not

be subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken

for the authorization, issuance and sale of such Ordinary Shares (other than such execution (if applicable), countersignature (if applicable)

and delivery at the time of issuance) has been duly and validly taken.

(p)

Registration Rights. Except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no holders

of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the

right to require the Company to register any such securities of the Company under the Act or to include any such securities in a registration

statement to be filed by the Company.

(q)

Sales to Affiliates. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of,

any person or persons controlling, controlled by, or under common control with the Company from its inception through and including the

date hereof, except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus.

(r)

Integration. Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities

that are required to be “integrated” pursuant to the Act with the offer and sale of the Offered Securities pursuant to the

Registration Statement.

(s)

Founder Shares. The issued and outstanding Founder Shares are duly authorized, validly issued, fully paid and nonassessable.

(t)

Private Placement Units. The Private Placement Units, when delivered upon the consummation of the Offering, will be duly issued

and delivered, and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their

terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights

generally from time to time in effect and by equitable principles of general applicability.

(u)

Authorization of this Agreement. This Agreement has been duly authorized, executed and delivered by the Company and is a valid

and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof

may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and

by equitable principles of general applicability.

(v)

Trust Agreement. The Trust Agreement has been duly authorized, executed and delivered by the Company, and, upon execution and

delivery and assuming due execution and delivery by CST, will be a valid and binding agreement of the Company, enforceable against the

Company, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws

affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

(w)

Rights Agreement. The Rights Agreement has been duly authorized, executed and delivered by the Company, and, upon execution and

delivery and assuming due execution and delivery by CST, will be a valid and binding agreement of the Company, enforceable against the

Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting

creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

(x)

Securities Subscription Agreement. The Securities Subscription Agreement has been duly authorized, executed and delivered by the

Company and the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the

Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting

creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

(y)

Private Placement Units Purchase Agreement. The Private Placement Units Purchase Agreement has been duly authorized, executed

and delivered by the Company and the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable against

the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency,

or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

(z)

Registration Rights Agreement. The Registration Rights Agreement has been duly authorized, executed and delivered by the Company

and the Sponsor, and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except

as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from

time to time in effect and by equitable principles of general applicability.

(aa) Letter

Agreement. The Letter Agreement executed by the Company, the Sponsor, and each executive officer, director and director nominee of

the Company, has been duly authorized, and will be duly executed and delivered by the Company, the Sponsor and to the Company’s

knowledge, each such executive officer, director and director nominee, respectively, and, upon execution and delivery, will constitute

a valid and binding agreement of the Company, the Sponsor and, to the Company’s knowledge, each such executive officer, director

and director nominee, respectively, enforceable against the Company, the Sponsor and, to the Company’s knowledge, each such executive

officer, director and director nominee, respectively, in accordance with its terms except as the enforceability thereof may be limited

by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles

of general applicability.

(bb) Administrative

Services Agreement. The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and the

Sponsor, and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as

the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from

time to time in effect and by equitable principles of general applicability.

(cc) Investment

Company Act. The Company is not and, after giving effect to the offering and sale of the Offered Securities and the Private Placement

Units and the application of the proceeds thereof as described in the Registration Statement, the Statutory Prospectus and the Prospectus,

will not be an “investment company” as defined in the Investment Company Act of 1940, as amended (the “Investment

Company Act”).

(dd) Absence

of Further Requirements. No consent, approval, authorization, filing with or order of any court or governmental agency or body is

required in connection with the transactions contemplated herein or in the Trust Agreement, the Rights Agreement, the Securities Subscription

Agreement, the Private Placement Units Purchase Agreement, the Registration Rights Agreement, the Letter Agreement, or the Administrative

Services Agreement, except for the registration under the Act and the Exchange Act of the Offered Securities and the Ordinary Shares

and Rights included as part of the Offered Securities and such as may be required under state securities or blue sky laws of any jurisdiction,

in connection with the purchase and distribution of the Offered Securities by the Underwriters in the manner contemplated herein and

in the Registration Statement, the Statutory Prospectus and the Prospectus.

(ee) Absence

of Existing Defaults. The Company is not in violation or default of (i) any provision of its Amended and Restated Memorandum and

Articles of Association, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or

other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or

(iii) any (x) statute, law, rule, regulation, or (y) judgment, order or decree of any court, regulatory body, administrative agency,

governmental body, arbitrator or other authority having jurisdiction over the Company; except in the case of clauses (ii) and (iii) above

for any such conflict, breach or violation that would not, individually or in the aggregate, be reasonably expected to have a material

adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company, taken as a whole,

whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).

(ff) Absence

of Defaults and Conflicts Resulting From Transaction. Neither the issue and sale of the Offered Securities nor the consummation of

any other of the transactions herein contemplated nor the fulfillment of the terms hereof or of the Trust Agreement, the Rights Agreement,

the Securities Subscription Agreement, the Private Placement Units Purchase Agreement, the Registration Rights Agreement, the Letter

Agreement, or the Administrative Services Agreement will conflict with, result in a breach or violation of, or imposition of any lien,

charge or encumbrance upon any property or assets of the Company pursuant to, (i) the Amended and Restated Memorandum and Articles of

Association of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement

or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which the Company’s

property is subject, or (iii) any statute, law, rule, or regulation, judgment, order or decree applicable to the Company of any court,

regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any

of its respective properties; except in the case of clauses (ii) and (iii) above, for any such conflict, breach or violation that would

not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect or affect the validity of the Offered

Securities or the ability of the Company to perform its obligations under this Agreement.

(gg) Registration

Rights under the Registration Statement. No holders of securities of the Company have rights to the registration of such securities

under the Registration Statement.

(hh) Financial

Statements. The historical financial statements, including the notes thereto and the supporting schedules, if any, of the Company

included in the Statutory Prospectus, the Prospectus and the Registration Statement present fairly the financial condition, results of

operations and cash flows of the Company as of the dates and for the periods indicated, comply as to form in all material respects with

the applicable accounting requirements of the Act and have been prepared in conformity with generally accepted accounting principles

applied on a consistent basis throughout the periods involved (except as otherwise noted therein). The summary financial data set forth

under the caption “Summary Financial Data” in the Statutory Prospectus, Prospectus and Registration Statement fairly present,

on the basis stated in the Statutory Prospectus, Prospectus and Registration Statement, the information included therein. The Company

is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations), or other relationships

with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition,

changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components

of revenues or expenses. The statistical, industry-related and market-related data included in the Registration Statement, the Statutory

Prospectus and the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable

and accurate in all material respects, and such data agree with the sources from which they are derived.

(ii)

Litigation. No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving

the Company, the Sponsor, or, to the Company’s knowledge, any officer, director or director nominee of the Company, or the property

of any of them is pending or, to the knowledge of the Company, threatened that (i) could reasonably be expected to have a material adverse

effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby by the Company or (ii)

could reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement,

the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).

(jj) Properties.

The Company owns or leases all such properties as are necessary to the conduct of its operations as presently conducted.

(kk) Independent

Auditors. Withum Smith+Brown, PC (“Withum”), who has certified certain financial statements of the Company and

delivered its report with respect to the audited financial statements and schedules included in the Registration Statement, Statutory

Prospectus and the Prospectus, is a registered public accounting firm that is independent with respect to the Company within the meaning

of the Act and the Exchange Act and the applicable published rules and regulations thereunder.

(ll) Disclosure

Controls and Procedures. The Company maintains effective “disclosure controls and procedures” (as defined under Rule

13a-15(e) under the Exchange Act to the extent required by such rule).

(mm) Compliance

with Sarbanes-Oxley Act. Solely to the extent that the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated

by the Commission thereunder (the “Sarbanes-Oxley Act”) have been applicable to the Company, there is and has been

no failure on the part of the Company to comply in all material respects with the applicable provisions of the Sarbanes-Oxley Act.

(nn) Compliance

with Exchange Rules. There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the

Company’s officers or directors, in their capacities as such, to comply with (as and when applicable), and immediately following

the Effective Date the Company will be in compliance with, the requirements of Nasdaq Marketplace Rule IM-5605. Further, there is and

has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s officers or directors,

in their capacities as such, to comply with (as and when applicable), and immediately following the Effective Date the Company will be

in compliance with, the phase-in requirements and all other applicable provisions of the Nasdaq corporate governance requirements set

forth in the Nasdaq Marketplace Rules.

(oo)

Taxes. There are no transfer, stamp, issue, registration, documentary or other similar taxes, duties, fees or charges under U.S.

federal law or the laws of any state, or any political subdivision thereof, or under the laws of the Cayman Islands, required to be paid

in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of the Offered Securities.

(pp) Filing

of Tax Returns. The Company has filed all necessary federal, state, local and foreign tax returns, and has paid all taxes shown as

due thereon (other than those being contested in good faith and by appropriate proceedings and with respect to which adequate reserves

are being maintained in accordance with accounting principles generally accepted in the United States of America (“GAAP”),

except where failure to so file or pay would not reasonably be expected to have a Material Adverse Effect and except as otherwise set

forth in or contemplated in the Registration Statement, Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).

(qq) Possession

of Licenses and Permits. The Company possesses all licenses, certificates, permits and other authorizations issued by the appropriate

federal, state or foreign regulatory authorities necessary to conduct its business, and the Company has not received any notice of proceedings

relating to the revocation or modification of any such license, certificate, authorization or permit that, singly or in the aggregate,

if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as set forth in or contemplated

in the Registration Statement, the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).

(rr) Anti-Corruption

Laws. None of the Company, the Sponsor, any non-independent director or officer, or, to the knowledge of the Company, any independent

director or director nominee, agent, employee, affiliate or other person acting on behalf of the Company: (i) has used any corporate

funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made any

direct or indirect unlawful contribution or payment to any official of, or candidate for, or any employee of, any federal, state or foreign

office from corporate funds; (iii) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment;

or (iv) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the OECD Convention

on Bribery of Foreign Public Officials in International Business Transactions, the Foreign Corrupt Practices Act of 1977, as amended,

and the rules and regulations thereunder (collectively, the “FCPA”) or any similar law or regulation to which the

Company, any director, director nominee, officer, agent, employee, affiliate or other person acting on behalf of the Company is subject,

including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance

of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization

of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political

party or official thereof or any candidate for foreign political office, in contravention of the FCPA. The Company, the Sponsor, any

non-independent director or officer, and, to the knowledge of the Company, the Company’s independent director or director nominees,

agents, employees and affiliates have each conducted the business of the Company and their own businesses on behalf of the Company in

compliance with the FCPA and any applicable similar law or regulation and have instituted and maintain policies and procedures designed

to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

(ss) Anti-Money

Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with applicable financial record-keeping

and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America

by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), the Currency and Foreign Transactions

Reporting Act of 1970, as amended, the applicable money laundering statutes of jurisdictions where the Company conducts business, the

applicable rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced

by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before

any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws

is pending or, to the knowledge of the Company, threatened.

(tt) Economic

Sanctions. Neither the Company nor any of its subsidiaries, nor any director, officer, or employee thereof, nor, to the knowledge

of the Company or any of its subsidiaries, any employee, agent, affiliate or representative of the Company or any of its subsidiaries,

is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: the subject or target

of any U.S. sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control

of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially

designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s

Treasury, the Swiss Secretariat of Economic Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore, or other

relevant sanctions authority to which any such Person is subject (collectively, “Sanctions”), including as a result

of ownership or control, nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that

is the subject or target of Sanctions including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s

Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, and Syria (each a “Sanctioned Country”);

and the Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such

proceeds to any subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any

Person or in any country or territory that, at the time of such funding or facilitation, is the subject or target of any Sanctions; (ii)

to fund or facilitate any activities of or business in any Sanctioned Country; or (iii) in any other manner, in each case that will result

in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor

or otherwise). Since respective formations, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged

in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing

or transaction is or was the subject or target of Sanctions..

(uu) Outbound

Investments. Neither the Company nor any of its subsidiaries is or has any present intention to become a “covered foreign person,”

as that term is used in the regulations administered and enforced by the U.S. Treasury Department under U.S. Executive Order 14105 and

codified at 31 C.F.R. § 850.101 et seq. (the “Outbound Investment Rules”). Neither the Company nor any of its subsidiaries

currently engages, directly or indirectly, in (i) a “covered activity” or a “covered transaction,” as each such

term is defined in the Outbound Investment Rules, (ii) any activity or transaction that would constitute a “covered activity”

or a “covered transaction,” as each such term is defined in the Outbound Investment Rules, if the Company were a “U.S.

Person” (as defined below), or (iii) any other activity that would cause the Underwriters or any of their affiliates to be in violation

of the Outbound Investment Rules or cause the Underwriters or any of their affiliates to be legally prohibited by the Outbound Investment

Rules from performing under this Agreement. For purposes of this Agreement, a “U.S. Person” means any United States citizen,

lawful permanent resident, entity organized under the laws of the United States or any jurisdiction within the United States, including

any foreign branch of any such entity, or any person in the United States.

(vv) Lending

Relationships; Use of Proceeds. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the

Company (i) does not have any material lending or other relationship with any bank or lending affiliate of any of the Underwriters and

(ii) does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed

to any affiliate of any of the Underwriters.

(ww) Questionnaires.

All information contained in the questionnaires (the “Questionnaires”) completed by the Company and the Sponsor and,

to the knowledge of the Company, the Company’s officers, directors and director nominees and provided to the Underwriters is true

and correct in all material respects and the Company has not become aware of any information that would cause the information disclosed

in the Questionnaires completed by the Sponsor or the Company’s officers, directors and director nominees to become inaccurate

and incorrect in any material respect.

(xx)

Acquisition Target Not Selected. Prior to the date hereof, the Company has not selected any specific Business Combination target

and has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination

target with respect to an initial Business Combination with it. Prior to the date hereof, the Company has not, nor has anyone on its

behalf, taken any substantive measures, directly or indirectly, to identify or locate any suitable acquisition candidate for it, nor

has the Company engaged or retained any agent or other representative to identify or locate any such Business Combination target.

(yy) No

Finder’s or Similar Fees. Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, there

are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission or finder’s,

consulting, origination or similar fee by the Company, the Sponsor or any officer, director or director nominee of the Company with respect

to the sale of the Offered Securities hereunder or any other arrangements, agreements or understandings of the Company, the Sponsor or

any such officer, director or director nominee of the Company, or their respective affiliates, that may affect the Underwriters’

compensation, as determined by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

(zz) Absence

of Certain Payments. Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company

has not made any direct or indirect payments (in cash, securities or by any other method that would be deemed “underwriting compensation”

as defined in Rule 5110 of the FINRA Manual): (i) to any person, as a finder’s fee, consulting fee or otherwise, in consideration

of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii)

to any person that, to the Company’s knowledge, has been accepted by FINRA as a member of FINRA (a “Member”);

or (iii) to any person or entity that, to the Company’s knowledge, has any direct or indirect affiliation or association with any

Member, within the FINRA Review Period, as defined in Rule 5110(j)(20) of the FINRA Manual, other than payments to the Underwriters pursuant

to this Agreement.

(aaa) Investment

Banking Services. Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, during the period

beginning 180 days prior to the initial confidential submission date of the Registration Statement and ending on the Effective Date,

no Member and/or any person associated or affiliated with a Member has provided any investment banking, financial advisory and/or consulting

services to the Company.

(bbb) FINRA

Membership of Affiliates. Except as disclosed in the FINRA Questionnaires provided to the Representative, no officer, director, director

nominee or beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless

of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a

Member or a person associated or affiliated with a Member.

(ccc) Ownership

of FINRA Member Securities. Except as disclosed in the FINRA Questionnaires provided to the Representative, no Company Affiliate

is an owner of shares or other stock of any Member (other than securities purchased on the open market).

(ddd) Proceeds;

Payment to FINRA Members. Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, no proceeds

from the sale of the Offered Securities (excluding underwriting compensation as disclosed in the Registration Statement, Statutory Prospectus

and the Prospectus) will be paid by the Company to any Member, or any persons associated or affiliated with a Member.

(eee) Issuance

of Securities to Underwriters. The Company has not issued any rights or other securities, or granted any options, directly or indirectly

to anyone who is a “participating member,” as defined in Rule 5110(j)(15) of the FINRA Manual, in the Offering within the

180-day period prior to the initial confidential submission date of the Registration Statement.

(fff) FINRA

Association of Company Affiliates. Except for the issuance of securities to the Sponsor, no person to whom securities of the Company

have been privately issued within the 180-day period prior to initial confidential submission date of the Registration Statement has

any relationship or affiliation or association with any Member.

(ggg) Conflicts

of Interest. Except as otherwise disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, no Member

intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest”

means, if at the time of the Member’s participation in the Offering, any of the following applies: (A) the securities are to be

issued by the Member; (B) the Company controls, is controlled by or is under common control with the Member or the Member’s associated

persons; (C) at least 5% of the net offering proceeds, not including underwriting compensation, are intended to be: (i) used to reduce

or retire the balance of a loan or credit facility extended by the Member, its affiliates and its associated persons, in the aggregate;

or (ii) otherwise directed to the Member, its affiliates and associated persons, in the aggregate; or (D) as a result of the Offering

and any transactions contemplated at the time of the Offering: (i) the Member will be an affiliate of the Company; (ii) the Member will

become publicly owned; or (iii) the Company will become a Member or form a broker-dealer subsidiary. As used herein, the term “Member

intending to participate in the Offering” includes any associated person of a Member that is participating in the Offering, any

members of such associated person’s immediate family, and any affiliate of a Member that is participating in the Offering.

(hhh) Non-Compete/Non-Solicit.

Except as described in the Registration Statement, Statutory Prospectus and the Prospectus, to the Company’s knowledge, none of

the Sponsor, officers, directors or director nominees of the Company is subject to a non-competition agreement or non-solicitation agreement

with any employer or prior employer that could materially affect its, his or her ability to be and act in the capacity of shareholder,

officer or director of the Company, as applicable.

(iii)

Absence of Manipulation. The Company has not taken, directly or indirectly, any action designed to or that would constitute or

that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price

of any security of the Company to facilitate the sale or resale of the Offered Securities.

(jjj) Company

Ownership of Other Entities. The Company does not own an interest in any corporation, partnership, limited liability company, joint

venture, trust or other entity.

(kkk) Related

Party Transactions. No relationship, direct or indirect, exists between or among any of the Company or any affiliate of the Company,

on the one hand, and any director, director nominee, officer, shareholder, special advisor, customer or supplier of the Company or any

affiliate of the Company, on the other hand, which is required by the Act or the Exchange Act to be described in the Registration Statement,

Statutory Prospectus or the Prospectus that is not described as required. There are no outstanding loans, advances (except normal advances

for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company to or for the benefit of any of

the officers, directors or director nominees of the Company or any of their respective family members, except as disclosed in the Registration

Statement, Statutory Prospectus and the Prospectus. The Company has not extended or maintained credit, arranged for the extension of

credit, or renewed an extension of credit, in the form of a personal loan to or for any officer, director or director nominee of the

Company.

(lll) Absence

of Unlawful Influence. The Company has not offered, or caused the Underwriters to offer, the Offered Securities to any person or

entity with the intention of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter

the customer’s or supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication

to write or publish favorable information about the Company or any such affiliate.

(mmm) Applicability

of Rule 419. Upon delivery and payment for the Offered Securities on the Closing Date and each settlement date, the Company will

not be subject to Rule 419 under the Act and none of the Company’s outstanding securities will be deemed to be a “penny stock”

as defined in Rule 3a51-1 under the Exchange Act.

(nnn) Emerging

Growth Company Status. From the time of the initial public filing date of the Registration Statement to the Commission (or, if earlier,

the first date on which the Company engaged, directly or through any person authorized to act on its behalf, in any Testing-the-Waters

Communication) through the Execution Time, the Company has been and is an “emerging growth company,” as defined in Section

2(a) of the Act (an “Emerging Growth Company”). “Testing-the-Waters Communication” means any oral

or written communication with potential investors undertaken in reliance on Section 5(d) of the Act or Rule 163B under the Act.

(ooo)

Testing-the-Waters Communications. The Company (i) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters

Communications with the consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule

144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (ii) has not authorized

anyone other than the Representative to engage in Testing-the-Waters Communications. The Company reconfirms that the Representative has

been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters

Communications other than those listed on Schedule III hereto. “Written Testing-the-Waters Communication” means any

Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act.

(ppp) Cybersecurity.

To the knowledge of the Company, there has been no security breach or attack or other compromise of or relating to any of the Company’s

information technology and computer systems, networks, hardware, software, data (including the data of its employees, vendors and any

third party data maintained by or on behalf of it), equipment or technology (“IT Systems and Data”) and (i) the Company

has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security

breach, attack or compromise to their IT Systems and Data, (ii) the Company has complied, and is presently in compliance, with, all applicable

laws, statutes or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority and all

industry guidelines, standards, internal policies and contractual obligations relating to the privacy and security of IT Systems and

Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification in all material

respects and (iii) the Company has implemented backup and disaster recovery technology consistent with industry standards and practices,

except in each case that would not reasonably be expected to have a Material Adverse Effect.

(qqq) Local

Qualification. It is not necessary under the laws of the Cayman Islands (i) to enable the Underwriters to enforce their

rights under this Agreement provided that they are not otherwise engaged in business in the Cayman Islands, or (ii) solely

by reason of the execution, delivery or consummation of this Agreement, for any of the Underwriters to be qualified or entitled to carry

out business in the Cayman Islands.

(rrr) Enforcement

of Foreign Judgments. Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the courts

of the State of New York, a judgment will be recognized and enforced in the courts of the Cayman Islands at common law, without

any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand

Court of the Cayman Islands, provided such judgment is given by a foreign court of competent jurisdiction, imposes on the judgment

debtor a liability to pay a liquidated sum for which the judgment has been given, is final, is not in respect of taxes, a fine or a penalty,

and was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of

the Cayman Islands.

(sss) Payments

in Foreign Currency. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, under current

laws and regulations of the Cayman Islands and any political subdivision thereof, all dividends and other distributions declared and

payable on the Offered Securities may be paid by the Company to the holder thereof in United States dollars or Cayman Islands dollars

that may be converted into foreign currency and freely transferred out of the Cayman Islands and all such payments made to holders thereof

or therein who are non-residents of the Cayman Islands will not be subject to income, withholding or other taxes under laws and regulations

of the Cayman Islands or any political subdivision or taxing authority thereof or therein and will otherwise be free and clear of any

other tax, duty, withholding or deduction in the Cayman Islands or any political subdivision or taxing authority thereof or therein and

without the necessity of obtaining any governmental authorization in the Cayman Islands or any political subdivision or taxing authority

thereof or therein.

Any

certificate signed by any officer or director of the Company and delivered to the Representative or counsel for the Underwriters in connection

with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.

Purchase and Sale.

(a)

Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell

to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.9875

per Unit ($199,750,000 in the aggregate), the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule

I hereto, with such discount representing underwriting commission of $0.0125 per Unit, or $250,000 in the aggregate. This discount provided

for immediately above shall be payable to the Representative upon the closing of the Company’s initial public offering. There will

be no incremental upfront underwriting discounts and commissions payable if the Underwriters purchase any Optional Securities.

(b)

Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants

an option to the several Underwriters to purchase, severally and not jointly, up to 3,000,000 Optional Securities at $10.0000 per Unit.

Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be

exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by

the Representative to the Company setting forth the number of Optional Securities as to which the several Underwriters are exercising

the option and the settlement date. The number of Optional Securities to be purchased by each Underwriter shall be based upon the same

percentage of the total number of the Optional Securities to be purchased by the several Underwriters as such Underwriter is purchasing

of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional

units.

(c)

In addition to the amounts set forth in Section 3(a) of this Agreement representing a portion of the underwriting commission of $0.0125

per unit, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.30 per Unit, or $6,000,000 in the aggregate

(or up to $6,900,000 in the aggregate if the Underwriters purchase the Optional Securities) purchased hereunder (the “Deferred

Discount”); provided that such amount shall be subject to pro-rata reduction based on the number of Ordinary Shares

redeemed by our Public Shareholders (as defined below) in connection with an initial Business Combination and in accordance with the

redemption rights provided for in the Company’s Amended and Restated Memorandum and Articles of Association; and further provided

that any such amount shall be payable to any one or more FINRA members, which may or may not include the Representative, at the sole

discretion of the Company. Any portion of the Deferred Discount payable to the Representative as determined by the Company in accordance

with the foregoing sentence will be paid directly to the Representative, on behalf of the Underwriters, by the Trustee from amounts on

deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates its initial Business Combination.

The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement,

as may be amended, and the funds held under the Trust Agreement, as may be amended, are distributed to the holders of the Ordinary Shares

included in the Offered Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters

will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement, as may be amended, is authorized

to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Delivery and Payment. Delivery of and payment for the Firm Securities and the Optional Securities (if the option provided for

in Section 3 hereof shall have been exercised on or before the second (2nd) Business Day prior to the Closing Date) shall

be made at 10:00 a.m., New York City time, on July 29, 2026, or at such time as shall be agreed upon by the Representative and the Company

or as provided in Section 9 hereof (such date and time of delivery and payment for the Offered Securities being herein called the “Closing

Date”). Delivery of the Offered Securities shall be made to the Representative for the respective accounts of the several Underwriters

against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day

funds to an account specified by the Company and to the Trust Account as described below in this Section 4. Delivery of the Firm Securities

and the Optional Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the

Representative shall otherwise instruct.

(a)

Payment for the Firm Securities shall be made as follows: $199,750,000 of the net proceeds for the Firm Securities (including $6,000,000

of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of

the gross proceeds from the sale of the Private Placement Units in order for the Trust Account to equal the product of the number of

Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of

the Firm Securities through the facilities of DTC or, if the Representative have otherwise instructed, upon delivery to the Representative

of certificates (in form and substance satisfactory to the Representative) representing the Firm Securities, in each case for the account

of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative

may request in writing at least two (2) Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC,

the Company will permit the Representative to examine and package the Firm Securities for delivery, at least one (1) Business Day prior

to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative

for all the Firm Securities.

(b)

Payment for the Optional Securities shall be made as follows: $9.9875 per Optional Security (including $0.30 per Optional Security of

Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representative

of the Optional Securities through the facilities of DTC or, if the Representative have otherwise instructed, upon delivery to the Representative

of certificates (in form and substance satisfactory to the Representative) representing the Optional Securities (or through the facilities

of DTC) for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized

denominations as the Representative may request in writing at least one (1) Business Day prior to the settlement date of such Optional

Securities. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package

the Optional Securities for delivery, at least one (1) Business Day prior to the settlement date of such Optional Securities. The Company

shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representative for all the Optional

Securities.

the option provided for in Section 3 hereof is exercised after the second (2nd) Business Day prior to the Closing Date, the

Company will deliver the Optional Securities (at the expense of the Company) to the Representative, c/o Santander US Capital Markets

LLC, 437 Madison Ave, New York, New York 10022, Attention: Equity Capital Markets on the date specified by the Representative (which

shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against

payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above

in Section 4(b). If settlement for the Optional Securities occurs after the Closing Date, the Company will deliver to the Representative

on the settlement date for such Optional Securities, and the obligation of the Underwriters to purchase such Optional Securities shall

be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates

and letters delivered on the Closing Date pursuant to Section 7 hereof.

Offering by Underwriters. It is understood that the several Underwriters propose to offer the Offered Securities for sale to the

public as set forth in the Prospectus (the “Offering”).

Certain Agreements of the Company. The Company agrees with the several Underwriters that:

(a)

Prior to the termination of the Offering, the Company will not file any amendment to the Registration Statement or supplement to the

Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished the Representative with a copy for its review prior

to filing and will not file any such proposed amendment, supplement or Rule 462(b) Registration Statement to which the Representative

reasonably objects. The Company will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved

by the Representative with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will

provide evidence satisfactory to the Representative of such timely filing. The Company will promptly advise the Representative (i) when

the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any

Rule 462(b) Registration Statement or any Written Testing-the-Waters Communication shall have been filed with the Commission, (ii) when,

prior to termination of the Offering, any amendment to the Registration Statement shall have been filed or become effective, (iii) of

any request by the Commission or its staff for any amendment of the Registration Statement, any Rule 462(b) Registration Statement or

any Written Testing-the-Waters Communication or for any supplement to the Prospectus or for any additional information, (iv) of the issuance

by the Commission of any stop order suspending the effectiveness of the Registration Statement or any order preventing or suspending

the use of the Preliminary Prospectus, the Prospectus or any Written Testing-the-Waters Communication, or of the institution of any proceedings

for that purpose or pursuant to Section 8A of the Act and (v) of the receipt by the Company of any notification with respect to the suspension

of the qualification of the Offered Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such

purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension

or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as

possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment

to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement

declared or become effective as soon as practicable.

(b)

If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event or development occurs as a result of which the

Statutory Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements

therein in the light of the circumstances under which they were made at such time not misleading, the Company will (i) notify promptly

the Representative so that any use of the Statutory Prospectus may cease until it is amended or supplemented; (ii) amend or supplement

the Statutory Prospectus to correct such statement or omission; and (iii) supply any amendment or supplement to the Representative in

such quantities as the Representative may reasonably request.

(c)

If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Act (including in circumstances

where such requirement may be satisfied pursuant to Rule 172), any event or development occurs as a result of which the Prospectus as

then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements

therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, or if it shall

be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Act or the rules thereunder, the Company

promptly will (i) notify the Representative of any such event; (ii) prepare and file with the Commission, subject to paragraph (a) of

this Section 6, an amendment or supplement that will correct such statement or omission or effect such compliance; and (iii) supply any

supplemented Prospectus to the Representative in such quantities as the Representative may reasonably request.

(d)

As soon as practicable, the Company will make generally available to its security holders and to the Representative an earnings statement

or statements of the Company and its subsidiaries that will satisfy the provisions of Section 11(a) of the Act and Rule 158.

(e)

The Company will not make any offer relating to the Units or the securities contained therein that constitutes or would constitute a

Free Writing Prospectus or a portion thereof required to be filed by the Company with the Commission or retained by the Company under

Rule 433 of the Act.

(f)

The Company will furnish to the Representative and counsel for the Underwriters, without charge, signed copies of the Registration Statement

(including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long

as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement

may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and any supplement thereto as the

Representative may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to

the Offering.

(g)

The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issue tax, including any interest

and penalties, on the creation, issue and sale of the Offered Securities and on the initial resale thereof by the Underwriters and on

the execution and delivery of this Agreement. All payments to be made by the Company hereunder shall be made without withholding or deduction

for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Company is compelled by law to

deduct or withhold such taxes, duties or charges. In that event, the Company shall pay such additional amounts as may be necessary in

order that the net amounts received by the Underwriters after such withholding or deduction shall equal the amounts that would have been

received by the Underwriters if no withholding or deduction had been made.

(h)

The Company will not, without the prior written consent of the Representative, (x) offer, sell, contract to sell, pledge or otherwise

dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether

by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company

or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation

in the filing) of a registration statement with the Commission in respect of, 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 Units, Ordinary Shares,

Rights or any other securities convertible into, or exercisable, or exchangeable for, Ordinary Shares or publicly announce an intention

to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement;

provided, however, that the Company may (1) issue and sell the Private Placement Units, (2) issue and sell the Optional

Securities upon the exercise of the option provided for in Section 3 hereof, (3) register with the Commission pursuant to the Registration

Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the securities covered thereby, and

(4) issue securities in connection with an initial Business Combination; provided, further, however, the foregoing

shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to any current or future

independent director of the Company (as long as such current or future independent director is subject to the terms of the Letter Agreement

at the time of such transfer and as long as, to the extent any reporting obligation under Section 16 of the Exchange Act is triggered

as a result of such transfer, any related filing under Section 16 of the Exchange Act includes a practical explanation as to the nature

of the transfer); or (y) release the Sponsor or any officer, director, or director nominee from the 180-day lock-up contained in the

Letter Agreement.

(i)

The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected

to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company

to facilitate the sale or resale of the Offered Securities.

(j)

The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and

filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus,

the Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage,

air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus,

the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection

with the offering and sale of the Offered Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates

for the Offered Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Offered Securities;

(iv) the printing (or reproduction) and delivery of this Agreement and all other agreements or documents printed (or reproduced) and

delivered in connection with the Offering; (v) the registration of the Offered Securities under the Exchange Act and the listing of the

Offered Securities and the Ordinary Shares and Rights included in the Offered Securities on Nasdaq; (vi) the printing and delivery of

a preliminary blue sky memorandum, any registration or qualification of the Offered Securities for offer and sale under the securities

or blue sky laws of the several states and any filings required to be made with FINRA (including filing fees and the reasonable and documented

fees and expenses of counsel for the Underwriters relating to such filings, memorandum, registration and qualification in an aggregate

amount up to $25,000); (vii) the transportation and other expenses incurred by or on behalf of the Company (and not the Underwriters)

in connection with presentations to prospective purchasers of the Offered Securities; (viii) the fees and expenses of the Company’s

accountants and the fees and expenses of counsel (including U.S. and Cayman Islands counsel) for the Company; and (ix) all other costs

and expenses incurred by or on behalf of the Company (and not the Underwriters) incident to the performance by the Company of its obligations

hereunder.

(k)

For a period commencing on the Effective Date and ending five (5) years from the date of the consummation of the Business Combination

or until such earlier time at which the Liquidation occurs, the Company will use its best efforts to maintain the registration of the

Ordinary Shares and Rights (or such other securities into which the Ordinary Shares or Rights, as the case may be, may be exchanged in

connection with a Business Combination) under the provisions of the Exchange Act, except after giving effect to a going private transaction

after the completion of an initial Business Combination. For a period commencing on the Effective Date and ending upon the consummation

of the Business Combination or until such earlier time at which the Liquidation occurs, the Company will use its best efforts to maintain

the registration of the Units under the provisions of the Exchange Act. During such applicable period, the Company will not deregister

the Units, Ordinary Shares or Rights under the Exchange Act (except in connection with an exchange pursuant to an initial Business Combination

or a going private transaction after the completion of an initial Business Combination) without the prior written consent of the Representative.

(l)

The Company shall, on the date hereof, retain its independent registered public accounting firm to audit the balance sheet of the Company

as of the Closing Date (the “Audited Balance Sheet”) reflecting the receipt by the Company of the proceeds of the

Offering on the Closing Date. As soon as the Audited Balance Sheet becomes available, the Company shall promptly, but not later than

four (4) Business Days after the Closing Date, file a Current Report on Form 8-K with the Commission, which Current Report shall contain

the Company’s Audited Balance Sheet. Additionally, upon the Company’s receipt of the proceeds from the exercise of all or

any portion of the option provided for in Section 3 hereof, the Company shall promptly, but not later than four (4) Business Days after

the receipt of such proceeds, file a Current Report on Form 8-K with the Commission, which report shall disclose the Company’s

sale of the Optional Securities and its receipt of the proceeds therefrom, unless the receipt of such proceeds are reflected in the Current

Report on Form 8-K referenced in the immediately prior sentence.

(m)

For a period commencing on the Effective Date and ending five (5) years from the date of the consummation of the Business Combination

or until such earlier time at which the Liquidation occurs or the Ordinary Shares and Rights cease to be publicly traded, the Company,

at its expense, shall cause its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s

financial statements for each of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the

filing of the Company’s Quarterly Reports on Form 10-Q and the mailing, if any, of quarterly financial information to shareholders.

(n)

For a period commencing on the Effective Date and ending five (5) years from the date of the consummation of the Business Combination

or until such earlier time at which the Liquidation occurs, the Company shall, to the extent such information or documents are not otherwise

publicly available, upon written request from the Representative, furnish to the Representative copies of such financial statements and

other periodic and special reports as the Company from time to time furnishes generally to holders of any class of securities, and, to

the extent such information or documents are not otherwise publicly available, upon written request from the Representative, promptly

furnish to the Representative: (i) a copy of such registration statements, financial statements and periodic and special reports as the

Company shall be required to file with the Commission and from time to time furnishes generally to holders of any such class of its securities

in their capacities as such; and (ii) such additional documents and information with respect to the Company and the affairs of any future

subsidiaries of the Company as the Representative may from time to time reasonably request, all subject to the execution of a satisfactory

confidentiality agreement. Any registration statements, financial statements, periodic and special reports or other additional documents

referred to in the preceding sentence filed or furnished on the Commission’s EDGAR website will be considered furnished for the

purposes of this section.

(o)

For a period commencing on the Effective Date and ending five (5) years from the date of the consummation of the Business Combination

or until such earlier time at which the Liquidation occurs or the Ordinary Shares cease to be publicly traded, the Company shall retain

a transfer agent. For a period commencing on the Effective Date and ending on the date of the consummation of the Business Combination

or until such earlier time at which the Liquidation occurs, the Company shall retain a rights agent.

(p)

In no event will the amounts payable by the Company for office space, secretarial and administrative support services exceed $15,000

per month from the date hereof in the aggregate until the earlier of the date of the consummation of the Business Combination or the

Liquidation.

(q)

The Company will not consummate an initial Business Combination with any entity that is affiliated with the Sponsor or any of the Company’s

officers or directors unless it, or a committee of independent and disinterested directors, obtains an opinion from an independent investment

banking firm, or another independent entity that commonly renders valuation opinions that the consideration to be paid by the Company

in such Business Combination is fair to the Company from a financial point of view. Other than as set forth in this subsection, or as

otherwise contemplated in the proxy statement related to its initial Business Combination or as disclosed in the Registration Statement,

the Statutory Prospectus and the Prospectus, the Company shall not pay the Sponsor or its affiliates or any of the Company’s executive

officers, directors or any of their respective affiliates any fees or compensation of any kind for services rendered to the Company prior

to, or in connection with, the completion of an initial Business Combination; provided, however, that such officers, directors, and affiliates

(i) may receive reimbursement for out-of-pocket expenses incurred by them in connection with activities on the Company’s behalf

related to identifying, investigating and completing an initial Business Combination; (ii) may be repaid loans as described in the Registration

Statement, the Statutory Prospectus and the Prospectus, none of which will be made from the proceeds held in the Trust Account prior

to completion of the initial Business Combination; and (iii) may be paid $15,000 per month for office space, secretarial and administrative

support services pursuant to the Administrative Services Agreement between the Company and the Sponsor or an affiliate of the Sponsor.

(r)

The Company will apply the net proceeds from the Offering and the sale of the Private Placement Units received by it in a manner consistent

in all material respects with the applications described under the caption “Use of Proceeds” in the Statutory Prospectus

and the Prospectus.

(s)

For a period of 60 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association)

is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has

provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that

it shall promptly provide to the Representative and its counsel a notification prior to entering into the agreement or transaction relating

to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all

such services and copies of all agreements governing such services prior to entering into the agreement or transaction; and (iii) justification

as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company

also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement,

as applicable, which the Company may file in connection with the Business Combination for purposes of offering redemption of shares held

by its shareholders or for soliciting shareholder approval, as applicable.

(t)

The Company shall advise the Representative and its counsel if it is aware that any 10% or greater shareholder of the Company becomes

an affiliate or associated person of a Member participating in the distribution of the Offered Securities.

(u)

The Company shall cause the proceeds of the Offering and the sale of the Private Placement Units to be held in the Trust Account to be

invested only in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely

in direct U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act as set

forth in the Trust Agreement and disclosed in the Statutory Prospectus and the Prospectus. The Company will otherwise conduct its business

in a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company consummates a Business Combination,

it will not be required to register as an investment company under the Investment Company Act.

(v)

Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, in connection with any redemptions of

Public Shares (as defined below), prior to the earlier of the consummation of the Company’s initial Business Combination and Liquidation,

the Company may instruct the Trustee under the Trust Agreement to release interest from the Trust Account to pay the Company’s

taxes. Otherwise, all funds held in the Trust Account (including any interest income earned on the amounts held in the Trust Account

(which interest shall be net of taxes payable)) will remain in the Trust Account until the earlier of the consummation of the Company’s

initial Business Combination and the Liquidation; provided, however, that in the event of the Liquidation, up to $100,000

of interest income may be released to the Company if the proceeds of the Offering held by the Company outside of the Trust Account are

not sufficient to cover the costs and expenses associated with the liquidation and dissolution of the Company.

(w)

The Company will reserve and keep available that maximum number of its authorized but unissued securities that are issuable pursuant

to the exercise of the Rights and Private Placement Rights, and upon conversion of the Founder Shares, outstanding from time to time.

(x)

Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, after the issuance of the Public Shares

and prior to the earlier of the consummation of a Business Combination and the Liquidation, the Company shall not issue (other than in

replacement for lost, stolen or mutilated certificates) any Ordinary Shares, Rights or any options or other securities convertible into

Ordinary Shares, or any preferred shares, in each case, that would entitle the holders thereof to (1) receive funds from the Trust Account

or (2) vote as a class with the Public Shares (a) on any initial Business Combination or (b) to approve an amendment to the Company’s

Amended and Restated Memorandum and Articles of Association to (i) extend the time the Company has to consummate an initial Business

Combination beyond 24 months from the Closing Date or (ii) amend the foregoing provisions.

(y)

Prior to the earlier of the consummation of an initial Business Combination and the Liquidation, the Company’s audit committee

will review on a quarterly basis all payments made to the Sponsor, to the Company’s officers or directors, or to the Company’s

or any of such other persons’ respective affiliates.

(z)

The Company agrees that it will use commercially reasonable efforts to prevent the Company from becoming subject to Rule 419 under the

Act prior to the consummation of any Business Combination, including, but not limited to, using its best efforts to prevent any of the

Company’s outstanding securities from being deemed to be a “penny stock” as defined in Rule 3a51-1 under the Exchange

Act during such period.

(aa) To

the extent required by Rule 13a-15(e) under the Exchange Act, the Company will maintain “disclosure controls and procedures”

(as defined under Rule 13a-15(e) under the Exchange Act) and a system of internal accounting controls sufficient to provide reasonable

assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions

are recorded as necessary in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability

for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv)

the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with

respect to any differences.

(bb) For

a period commencing on the Effective Date and ending five (5) years from the date of the consummation of the Business Combination or

until such earlier time at which the Liquidation occurs, the Company will use commercially reasonable efforts to effect and maintain

the listing of the Ordinary Shares on Nasdaq (or another national securities exchange). For a period commencing on the Effective Date

and ending on the date of the consummation of the Business Combination or until such earlier time at which the Liquidation occurs, the

Company will use commercially reasonable efforts to effect and maintain the listing of the Units and Rights on Nasdaq (or another national

securities exchange).

(cc) As

soon as legally required to do so, the Company and its directors and officers, in their capacities as such, have taken or shall take

all actions necessary to comply with any applicable provisions of the Sarbanes-Oxley Act, including Section 402 related to loans and

Sections 302 and 906 related to certifications, and to comply with the Nasdaq Marketplace Rules.

(dd) The

Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Amended

and Restated Memorandum and Articles of Association.

(ee) The

Company will seek to have all vendors, service providers (other than independent accountants), prospective target businesses, lenders

or other entities with which it does business enter into an agreement waiving any right, title, interest or claim of any kind in or to

any monies held in the Trust Account for the benefit of the Public Shareholders. The Company may forego obtaining such waivers only if

the Company’s management shall have determined that such third party’s engagement would be significantly more beneficial

to the Company than any alternative.

(ff) The

Company, subject to any applicable provision of the Company’s Amended and Restated Memorandum and Articles of Association, may

consummate the initial Business Combination and conduct redemptions of Ordinary Shares for cash upon consummation of such Business Combination

without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents

with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial

Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder

of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held

by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two

(2) Business Days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account

from the Offering and the sale of the Private Placement Units and (y) any interest earned on the funds held in the Trust Account (which

interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering

(the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a

shareholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination,

or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to

the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business

Combination Vote, if any, the Sponsor and the directors and officers of the Company have agreed to vote all of their Founder Shares and

any other Ordinary Shares they may acquire during or after the Offering in favor of the Company’s initial Business Combination.

If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder holding

Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission

at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the

Trust Account as of two (2) Business Days prior to the consummation of the initial Business Combination, representing (1) the proceeds

held in the Trust Account from the Offering and the sale of the Private Placement Units and (2) any interest income earned on the funds

held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then

outstanding but only in the event that the applicable proposed Business Combination is approved and consummated. If the Company seeks

shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if the Company

receives an ordinary resolution under Cayman Islands law, which requires the affirmative vote of holders of at least a simple majority

of the Company’s Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting

of the Company. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem the Public

Shares at the Redemption Price from those Public Shareholders who validly and affirmatively requested (and did not validly withdraw)

such redemption. Only Public Shareholders holding Public Shares who properly exercise their redemption rights, in accordance with the

applicable tender offer or proxy materials related to such Business Combination, shall be entitled to receive distributions from the

Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other

holders of Ordinary Shares of the Company in connection therewith. In the event that the Company does not effect a Business Combination

by the time period required by the Company’s Amended and Restated Memorandum and Articles of Association, the Company will (i)

cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business

Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit

in the Trust Account, including interest less up to $100,000 of interest to pay dissolution expenses and which interest shall be net

of taxes payable, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’

rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably

possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board

of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for

claims of creditors and the requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included in the Offered

Securities shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions

in liquidation with respect to any other ordinary shares of the Company. In the event that the Company proposes any amendment to its

Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to allow

redemption in connection with the Company’s initial Business Combination or to redeem 100% of the outstanding Public Shares if

the Company has not consummated a Business Combination within the time period required by the Company’s Amended and Restated Memorandum

and Articles of Association, and with respect to any other material provision relating to shareholders’ rights or pre-initial Business

Combination activity, as described in the Company’s Amended and Restated Memorandum and Articles of Association, the Company shall

provide to the Public Shareholders the right to redeem their Public Shares upon the effectiveness of such amendment.

(gg) In

the event that the Company desires or is required by an applicable law or regulation to cause an announcement (“Business Combination

Announcement”) to be placed in The Wall Street Journal, The New York Times or any other news or media publication or

outlet or to be made via a public filing or submission with the Commission announcing the consummation of the Business Combination that

indicates that the Underwriters were the underwriters in the Offering, the Company shall supply the Representative with a draft of the

Business Combination Announcement and provide the Representative with a reasonable advance opportunity to comment thereon, subject to

the agreement of the Underwriters to keep confidential such draft announcement in accordance with the Representative’s standard

policies regarding confidential information.

(hh) Upon

the consummation of the initial Business Combination, the Company and the Representative will jointly direct the Trustee to pay the Representative,

on behalf of the Underwriters, the Deferred Discount out of the proceeds of the Offering held in the Trust Account. The Underwriters

shall have no claim to payment of any interest earned on the portion of the proceeds held in the Trust Account representing the Deferred

Discount. If the Company fails to consummate its initial Business Combination within the time period required by the Company’s

Amended and Restated Memorandum and Articles of Association, the Deferred Discount will not be paid to the Representative and will, instead,

be included in the Liquidation distribution of the proceeds held in the Trust Account made to the Public Shareholders. In connection

with any such Liquidation, the Underwriters forfeit any rights or claims to the Deferred Discount.

(ii)

The Company will arrange, in cooperation with the Representative, to qualify the Offered Securities for offering and sale under the securities

laws of such jurisdictions as the Representative may reasonably designate and will maintain such qualifications in effect so long as

required for the distribution of the Offered Securities; provided that no such qualification shall be required in any jurisdiction

where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing

business in such jurisdiction, or would be required to qualify to do business in any jurisdiction where it is not now so qualified. Until

the earliest of (i) the date on which all Underwriters shall have ceased to engage in market-making activities in respect of the Offered

Securities, (ii) the date on which the Offered Securities are listed on Nasdaq (or any successor thereto), (iii) a going private transaction

after the completion of a Business Combination, and (iv) the date of the Liquidation, in each jurisdiction where such qualification shall

be effected, the Company will, unless the Representative agree that such action is not at the time necessary or advisable, use all reasonable

efforts to file and make such statements or reports at such times as are or may be required to qualify the Offered Securities for offering

and sale under the securities laws of such jurisdiction.

(jj) If

at any time following the distribution of any Written Testing-the-Waters Communication, there occurred or occurs an event or development

as a result of which such Written Testing-the-Waters Communication included or would include any untrue statement of a material fact

or omitted or would omit to state any material fact necessary to make the statements therein in the light of the circumstances existing

at that subsequent time, not misleading, the Company will promptly (i) notify the Representative so that use of the Written Testing-the-Waters

Communication may cease until it is amended or supplemented; (ii) amend or supplement, at its own expense, such Written Testing-the-Waters

Communication to eliminate or correct such untrue statement or omission; and (iii) supply any amendment or supplement to the Representative

in such quantities as may be reasonably requested.

(kk) The

Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior to the later

of (i) completion of the distribution of the Offered Securities within the meaning of the Act and (ii) completion of the 180-day restricted

period referred to in Section 6(h) hereof.

(ll) Upon

the earlier to occur of the expiration and termination of the Underwriters’ over-allotment option, the Company shall cancel or

otherwise effect the forfeiture of Founder Shares from the Sponsor, in an aggregate amount equal to the number of Founder Shares determined

by multiplying (a) 750,000 by (b) a fraction, (i) the numerator of which is 3,000,000 minus the number of Ordinary Shares

purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,000,000.

For the avoidance of doubt, if the Underwriters exercise their over-allotment option in full, the Company shall not cancel or otherwise

effect the forfeiture of the Founder Shares pursuant to this subsection.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Securities and the

Optional Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company

contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of

the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations

hereunder and to the following additional conditions:

(a)

The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and no

stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no

proceedings for that purpose shall have been instituted or threatened.

(b)

The Company shall have requested and caused Ellenoff Grossman & Schole LLP, counsel for the Company, to have furnished to the Representative

its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably

acceptable to the Representative.

(c)

The Company shall have requested and caused Appleby (Cayman) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative

its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably

acceptable to the Representative.

(d)

The Representative shall have received from Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Underwriters, such opinion

or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, with respect to the

issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any

supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such

counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(e)

The Company shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officers and the principal

financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the

signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any

amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering,

and this Agreement and that:

(i)

the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect

as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed

or satisfied at or prior to such date;

(ii)

no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings

for that purpose have been instituted or, to the Company’s knowledge, threatened; and

(iii)

since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement

thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus

(exclusive of any supplement thereto).

(f)

The Company shall have requested and caused Withum to have furnished to the Representative, at the Execution Time and at the Closing

Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any

settlement date, as applicable, in form and substance satisfactory to the Representative.

(g)

Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive

of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been

(i) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 7 or (ii) any change, or any

development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations,

condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business,

except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect

of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse

as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration

Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).

(h)

Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further

information, certificates and documents as the Representative may reasonably request.

(i)

FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of

the transactions contemplated hereby.

(j)

The Offered Securities shall be duly listed subject to notice of issuance on Nasdaq, satisfactory evidence of which shall have been provided

to the Representative.

(k)

On the Effective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Rights Agreement,

the Securities Subscription Agreement, the Private Placement Units Purchase Agreement, the Letter Agreement, the Registration Rights

Agreement and the Administrative Services Agreement.

(l)

At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds

from the sale of the Private Placement Units to be deposited into the Trust Account such that the cumulative amount deposited into the

Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in

the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the

cover of the Prospectus.

(m)

No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii)

hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been

threatened.

any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of

the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance

to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled

at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing

or by telephone or facsimile confirmed in writing.

The

documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Skadden, Arps,

Slate, Meagher & Flom LLP, counsel for the Underwriters, at 525 University Avenue, Suite 1400, Palo Alto, California 94301, Attention:

Gregg A. Noel and Brian D. Paulson, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.

Indemnification and Contribution. (a) Indemnification of Underwriters. The Company will indemnify and hold harmless each

Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter

within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against

any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act,

the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities

(or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact

contained in any part of any Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any

“road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof

or supplement thereto, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein

or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses

reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability,

action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened

or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred;

provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage

or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any

of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter

through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any

Underwriter consists of the information described as such in subsection (b) below.

(b)

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its

directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning

of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any

losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act,

other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in

respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any

part of any Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show”

as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto,

or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary

to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged

untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the

Company by or on behalf of such Underwriter through the Representative specifically for use therein, and will reimburse any legal or

other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such

loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified

Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue

statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on

behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the sentence related

to the Underwriter’s intention not to make sales to discretionary accounts and (y) the paragraphs related to stabilization, syndicate

covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only

information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing

indemnity.

(c)

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section of notice of the commencement

of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection

(a) or (b) above, notify the indemnifying party in writing of the commencement thereof; but the failure to notify the indemnifying party

shall not relieve it from any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially

prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to

notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection

(a) or (b). In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement

thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying

party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with

the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified

party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this

Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other

than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified party, effect

any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity

could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified

party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an

admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.

(d)

Contribution. If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified

party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified

party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as

is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the Offering

of the Offered Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion

as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company

on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims,

damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Company on the one

hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the Offering (before

deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters. The

relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material

fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters

and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement

or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first

sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party

in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions

of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total underwriting

discounts and commissions received by such Underwriter with respect to the Offered Securities exceeds the amount of any damages which

such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from

any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute

are several in proportion to their respective underwriting obligations and not joint. The Company and the Underwriters agree that it

would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the Underwriters

were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations

referred to in this Section 8(d).

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities agreed

to be purchased by such Underwriter or Underwriters hereunder and the aggregate number of Offered Securities that such defaulting Underwriter

or Underwriters agreed but failed to purchase does not exceed 10% of the total number of Offered Securities that the Underwriters are

obligated to purchase on the Closing Date, the Representative may make arrangements satisfactory to the Company for the purchase of such

Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the

non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered

Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so

default and the aggregate number of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total

number of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the

Representative and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default,

this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section

11 hereof (provided that if such default occurs with respect to Optional Securities after the Closing Date, this Agreement will

not terminate as to the Firm Securities or any Optional Securities purchased prior to such termination). As used in this Agreement, the

term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve

a defaulting Underwriter from liability for its default.

10.

Termination. This Agreement shall be subject to termination in the absolute discretion of the Representative, by notice given

to the Company prior to delivery of and payment for the Offered Securities, if at any time prior to such delivery and payment (i) trading

in the Company’s Units, Ordinary Shares or Rights shall have been suspended by the Commission, or trading in securities generally

on the New York Stock Exchange or Nasdaq (or successor trading market) shall have been suspended or limited or minimum prices shall have

been established on such exchange or trading market, (ii) a banking moratorium shall have been declared either by Federal or New York

State authorities, (iii) there shall have occurred a material disruption in commercial banking or securities settlement or clearance

services, (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency

or war, or other national or international calamity or crisis (including, without limitation, an act of terrorism) or change in economic

or political conditions the effect of which on financial markets is such as to make it, in the sole judgment of the Representative, impractical

or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Statutory Prospectus or the

Prospectus (exclusive of any supplement thereto), (v) since the respective dates as of which information is given in the Registration

Statement, the Statutory Prospectus and the Prospectus, any material adverse change or any development involving a prospective material

adverse change in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise)

or prospects of the Company, whether or not arising in the ordinary course of business, (vi) the enactment, publication, decree or other

promulgation of any statute, regulation, rule or order of any court or other governmental authority which in the opinion of the Representative

materially and adversely affects or may materially and adversely affect the business or operations of the Company, or (vii) the taking

of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in the opinion of the Representative

has a material adverse effect on the securities markets in the United States.

11.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other

statements of the Company or its officers, directors and of the several Underwriters set forth in or made pursuant to this Agreement

will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of

any Underwriter, the Company or any of their respective representatives, officers, directors or any controlling person, and will survive

delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated

for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, the Company will reimburse

the Underwriters for all documented out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them

in connection with the offering of the Offered Securities. The respective obligations of the Company and the Underwriters pursuant to

Section 8 hereof shall remain in effect notwithstanding any termination of this Agreement. In addition, if any Offered Securities have

been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 6 shall also remain in effect.

12.

Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed or delivered and confirmed

to the Representatives at: c/o Santander US Capital Markets LLC, 437 Madison Ave, New York, New York 10022, Attention: Equity Capital

Markets, with a copy to Skadden, Arps, Slate, Meagher & Flom LLP, 525 University Avenue, Suite 1400, Palo Alto, CA 94301, Attention:

Gregg A. Noel and Brian D. Paulson, or, if sent to the Company, will be mailed or delivered and confirmed to it at: 1007 Ocean Avenue,

Suite 501, Santa Monica, CA 90403, Attention: Chief Executive Officer, with a copy to Ellenoff Grossman & Schole LLP, 1345 Avenue

of the Americas, New York, New York, 10005 Attention: Stuart Neuhauser; provided, however, that any notice to an Underwriter

pursuant to Section 8 will be mailed or delivered and confirmed to such Underwriter.

13.

Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors

and the officers, directors, director nominees, employees, agents and controlling persons referred to in Section 8, and no other person

will have any right or obligation hereunder.

14.

Representation of Underwriters. The Representative will act for the several Underwriters in connection with this financing, and

any action under this Agreement taken by the Representative will be binding upon all the Underwriters.

15.

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but

all such counterparts shall together constitute one and the same Agreement. The words “execution,” “signed,”

“signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this

Agreement, if any, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including,

without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation,

DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other

record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and

enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable

law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records

Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the

Uniform Commercial Code.

16.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that:

(a)

No Other Relationship. The Underwriters have been retained solely to act as an underwriter in connection with the sale of Offered

Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect

of any of the transactions contemplated by this Agreement or the Prospectus, irrespective of whether any Underwriter has advised or is

advising the Company on other matters;

(b)

Arm’s Length Negotiations. The price of the Offered Securities set forth in this Agreement was established by the Company

following discussions and arm’s length negotiations with the Representative and the Company is capable of evaluating and understanding

and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;

(c)

Absence of Obligation to Disclose. The Company has been advised that the Underwriters and their affiliates are engaged in a broad

range of transactions which may involve interests that differ from those of the Company and that the Underwriters have no obligation

to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and

(d)

Waiver. The Company waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach

of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect)

to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of

the Company, including shareholders, employees or creditors of the Company.

17.

Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and

the Underwriters, or any of them, with respect to the subject matter hereof.

18.

Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

19.

Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

The

Company and each Underwriter hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan

in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

The Company and each Underwriter irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding

arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan

in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit

or proceeding in any such court has been brought in an inconvenient forum. The Company agrees that final judgment in any such suit, action

or proceeding brought in such court shall be conclusive and binding upon the Company and may be enforced in any court to the jurisdiction

of which Company is subject by a suit upon such judgment.

20.

WAIVER OF JURY TRIAL.

THE

COMPANY AND EACH UNDERWRITER 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

21.

Recognition of the U.S. Special Resolution Regimes.

the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent

as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation,

were governed by the laws of the United States or a state of the United States.

the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under

a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriters are permitted to

be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

22.

Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated.

“Act”

shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Applicable

Time” shall mean 4:27 p.m. (New York City time) on the date of this Agreement.

“BHC

Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with,

12 U.S.C. § 1841(k).

“Business

Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust

companies are authorized or obligated by law to close in New York City.

“Commission”

shall mean the U.S. Securities and Exchange Commission.

“Covered

Entity” means any of the following:

(i)

a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii)

a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)

a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default

Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,

47.2 or 382.1, as applicable.

“Effective

Date” shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and

any Rule 462(b) Registration Statement became or becomes effective.

“Exchange

Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated

thereunder.

“Execution

Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto.

“Free

Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405.

“Liquidation”

shall mean the distributions of the Trust Account to the Public Shareholders in connection with the redemption of Ordinary Shares held

by the Public Shareholders pursuant to the terms of the Company’s Amended and Restated Memorandum and Articles of Association,

as amended, if the Company fails to consummate a Business Combination within the time period required by the Company’s Amended

and Restated Memorandum and Articles of Association.

“Preliminary

Prospectus” shall mean any preliminary prospectus referred to in Section 2(a) above and any preliminary prospectus included

in the Registration Statement at the Effective Date that omits Rule 430A Information.

“Prospectus”

shall mean the prospectus relating to the Offered Securities that is first filed pursuant to Rule 424(b) after the Execution Time.

“Registration

Statement” shall mean the registration statements referred to in paragraph 2(a) above, including exhibits and financial statements

and any prospectus and prospectus supplement relating to the Offered Securities that is filed with the Commission pursuant to Rule 424(b)

and deemed part of such registration statement pursuant to Rule 430A, as amended at the Execution Time and, in the event any post-effective

amendment thereto or any Rule 462(b) Registration Statement becomes effective prior to the Closing Date, shall also mean such registration

statement as so amended or such Rule 462(b) Registration Statement, as the case may be.

“Rule

158,” “Rule 172,” “Rule 405,” “Rule 419,” “Rule 424,”

“Rule 430A,” “Rule 433,” and “Rule 462” refer to such rules under the Act.

“Rule

430A Information” shall mean information with respect to the Offered Securities and the offering thereof permitted to be omitted

from the Registration Statement when it becomes effective pursuant to Rule 430A.

“Rule

462(b) Registration Statement” shall mean a registration statement and any amendments thereto filed pursuant to Rule 462 relating

to the offering covered by the registration statement referred to in Section 2(a) hereof.

“Statutory

Prospectus” shall mean (i) the Preliminary Prospectus dated July 7, 2026, relating to the Offered Securities and (ii) the Time

of Delivery Information, if any, set forth on Schedule II hereto.

“U.S.

Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and

(ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

the foregoing is in accordance with the Representative’s understanding of our agreement, kindly sign and return to the Company

one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the several Underwriters in accordance

with its terms.

Very truly yours,

CATALYST ACQUISITION CORP.

By:

/s/ Steven P. Beeks

Name:

Steven P. Beeks

Title:

Co-Chief Executive Officer

[Signature page to Underwriting

Agreement]

The

foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written.

SANTANDER US CAPITAL MARKETS LLC

By:

/s/ Ryan Kelley

Name:

Ryan Kelley

Title:

Managing Director

By:

/s/ Molly Deale Kramer

Name:

Molly Deale Kramer

Title:

Executive Director

Acting

individually and as the Representative of the several Underwriters.

[Signature Page to Underwriting

Agreement]

SCHEDULE

Underwriter

Number of

Firm Securities

Santander US Capital Markets LLC

20,000,000

Total

20,000,000

SCHEDULE

TIME

OF DELIVERY INFORMATION

Catalyst

Acquisition Corp. priced 20,000,000 Units at $10.00 per Unit, plus an additional 3,000,000 Units if the underwriters exercise their over-allotment

option in full.

The

underwriting discounts and commissions shall be $0.3125 per Unit, including (1) $0.0125 per unit on all units sold other than units sold

per the underwriter’s over-allotment option ($250,000 in the aggregate and such amount to remain unchanged in the event the

underwriters exercise their over-allotment option in part or in full) that shall be paid upon the closing of this offering and (2) $0.30

per Unit on all units sold (up to $6,000,000 in the aggregate or up to $6,900,000 in the aggregate if the underwriters’ over-allotment option

is exercised in full) in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust

Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement.

The

amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market

funds investing solely in direct U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment

Company Act of 1940, as amended.

The

Units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange

Commission.

This

communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities

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

the securities law of any such state or jurisdiction.

Copies

of the prospectus related to this offering may be obtained from Santander US Capital Markets LLC at Santander US Capital Markets LLC,

Attention: ECM Syndicate, 437 Madison Avenue, New York, NY 10022, by email at equity-syndicate@santander.us, or by telephone at 833-818-1602.

SCHEDULE

III

SCHEDULE

OF WRITTEN TESTING-THE-WATERS COMMUNICATIONS

Reference

is made to the materials used in the testing-the-waters presentation made to potential investors by the Company, to the extent such materials

are deemed to be a “written communication” within the meaning of Rule 405 under the Securities Act of 1933, as amended.

EX-3.1 — AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY

EX-3.1

Filename: ea029962301ex3-1.htm · Sequence: 3

Exhibit 3.1

Companies Act (Revised)

of the Cayman Islands

Company Limited by Shares

AMENDED AND RESTATED

memorandum of association

CATALYST ACQUISITION CORP.

(Adopted by special resolution passed on Adopted by special

resolution passed on 27 July, 2026)

Companies Act (Revised)

of the Cayman Islands

Company Limited by Shares

Amended and Restated Memorandum of Association

CATALYST ACQUISITION CORP.

(Adopted by special resolution passed on 27

July, 2026)

1 The name of the Company is Catalyst Acquisition Corp.

2 The registered office of the Company will be situated at the offices of Suite 210, 2nd Floor, Windward

III, Regatta Office Park, Grand Cayman, PO Box 500, KY1-1106 or at such other place in the Cayman Islands as the Directors may from time

to time decide.

3 The objects for which the Company is established are unrestricted and the Company shall have full power

and authority to carry out any object not prohibited by the laws of the Cayman Islands.

4 The liability of each Member is limited to the amount, if any, unpaid on such Member’s shares.

5 The share capital of the Company is US$55,500 divided into 500,000,000 Class A ordinary shares of a par

value of US$0.0001 each, 50,000,000 Class B ordinary shares of a par value of US$0.0001 each and 5,000,000 preference shares of a par

value of US$0.0001 each, provided always that, subject to the Statute and the Company’s articles of association, the Company has the power

to do any one or more of the following:

(a) to redeem or repurchase any of its shares; and

(b) to increase or reduce its capital; and

(i) with or without any preferential, deferred, qualified or special rights, privileges or conditions; or

(ii) subject to any limitations or restrictions,

and unless the condition

of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to

this power; or

(d) to alter any of those rights, privileges, conditions, limitations or restrictions.

6 The Company has power to register by way of continuation as a body corporate limited by shares under the

laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

7 Capitalised terms that are not defined in this Amended and Restated Memorandum of Association bear the

respective meanings given to them in the Amended and Restated Articles of Association of the Company.

Companies Act (Revised)

of the Cayman Islands

Company Limited by Shares

AMENDED AND RESTATED

ARTICLES of association

CATALYST ACQUISITION CORP.

(Adopted

by special resolution passed on 27 July, 2026)

CONTENTS

Interpretation

Commencement of Business

Issue of Shares and other Securities

Closing Register of Members or Fixing Record Date

Certificates for Shares

Transfer of Shares

Redemption, Repurchase and Surrender of Shares

Treasury Shares

Variation of Rights of Shares

Commission on Sale of Shares

Non-Recognition of Trusts

Lien on Shares

Calls on Shares

Forfeiture of Shares

Transmission of Shares

Class B Share Conversion

Amendments of Memorandum and Articles and Alteration of Capital

Offices and Places of Business

General Meetings

Notice of General Meetings

Advance Notice for Business

Proceedings at General Meetings

Votes of Members

Proxies

Corporate Members

Shares that may not be Voted

Directors

Powers of Directors

Appointment and Removal of Directors

Vacation of Office of Director

Proceedings of Directors

Presumption of Assent

Directors’ Interests

Minutes

Delegation of Directors’ Powers

No Minimum Shareholding

Remuneration of Directors

Seal

Dividends, Distributions and Reserve

Capitalisation

Books of Account

Audit

Notices

Winding Up

Indemnity and Insurance

Financial Year

Transfer by Way of Continuation

Mergers and Consolidations

Business Combination

Certain Tax Filings

Business Opportunities

Exclusive Jurisdiction

Companies Act (Revised)

of the Cayman Islands

Company Limited by Shares

Amended and Restated Articles of Association

Catalyst Acquisition Corp.

(Adopted by special

resolution passed on 27 July, 2026)

1 Interpretation

1.1 In the Articles Table A in the

First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith:

Affiliate

in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity.

Applicable Law

means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person.

Articles

means these amended and restated articles of association of the Company.

Audit Committee

means the audit committee of the board of Directors of the Company established pursuant to the Articles, or any successor committee.

Auditor

means the person for the time being performing the duties of auditor of the Company (if any).

Business Combination

means a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the target business), which Business Combination: (a) as long as the securities of the Company are listed on a Designated Stock Exchange, must occur with one or more target businesses that together have an aggregate fair market value of at least eighty per cent (80%) of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the definitive agreement to enter into such Business Combination; and (b) must not be solely effectuated with another blank cheque company or a similar company with nominal operations.

business day

means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City.

Cause

means a conviction for a criminal offence involving dishonesty or engaging in conduct which brings a Director or the Company into disrepute or which results in a material financial detriment to the Company.

Clearing House

means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.

Class A Share

means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company.

Class B Share

means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company.

Company

means the above named company.

Company’s Website

means the website of the Company and/or its web-address or domain name, if any.

Compensation Committee

means the compensation committee of the board of Directors of the Company established pursuant to the Articles, or any successor committee.

Completion Window

means the period of time:

(a)

commencing on, and including, the closing date of the IPO; and

(b)

ending

on the date that is twenty-four (24) months after the closing date of the IPO, or such earlier liquidation date as the Directors may approve

in accordance with the Articles or such later date as the Members may approve in accordance with the Articles.

Designated Stock Exchange

means any United States national securities exchange on which the securities of the Company are listed for trading, including, but not limited to, The Nasdaq Stock Market LLC, the NYSE MKT LLC, the New York Stock Exchange LLC or any over-the-counter (OTC) market.

Directors

means the directors for the time being of the Company.

Dividend

means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.

Electronic Communication

means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors.

Electronic Record

has the same meaning as in the Electronic Transactions Act.

Electronic Transactions Act

means the Electronic Transactions Act (Revised) of the Cayman Islands.

Equity-linked Securities

means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.

Exchange Act

means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time.

Founders

means all Members immediately prior to the consummation of the IPO.

Independent Director

has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be.

IPO

means the Company’s initial public offering of securities.

Member

has the same meaning as in the Statute.

Memorandum

means the amended and restated memorandum of association of the Company.

Nominating and Corporate Governance Committee

means any nominating and corporate governance committee of the board of Directors of the Company established pursuant to the Articles, or any successor committee.

Officer

means a person appointed to hold an office in the Company.

Ordinary Resolution

means a resolution:

(a)

passed by a simple majority of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy

at a general meeting of the Company and where a poll is taken regard shall be had in computing a majority to the number of votes to which

each Member is entitled; or

(b)

approved in writing by all of the Members entitled to vote on such matter at a general meeting of the Company (or such lower threshold

as may be allowed under the Statute from time to time).

Over-Allotment Option

means the option of the Underwriters to purchase up to an additional fifteen per cent (15%) of the firm units (as described in the Articles) issued in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions.

Preference Share

means a preference share of a par value of US$0.0001 in the share capital of the Company.

Public Share

means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO.

Redemption Notice

means a notice in a form approved by the Directors by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein.

means the Register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate Register of Members.

Registered Office

means the registered office for the time being of the Company.

Representative

means a representative of the Underwriters.

Seal

means the common seal of the Company and includes every duplicate seal.

Securities and Exchange Commission

means the United States Securities and Exchange Commission.

means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in the Company.

Special Resolution

means a special resolution of the Company passed in accordance with

the Statute, being a resolution:

(a)

passed by a majority of not less than two-thirds, other than with respect to amending either of Articles

30.1 or 48.2 (except where such amendment is proposed in respect of the consummation of a Business Combination) where such majority shall

be at least ninety per cent (90%), of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy

at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been

duly given and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Member is entitled;

(b)

approved in writing by all of the Members entitled to vote at a general meeting of the Company (or such lower threshold as may be allowed

under the Statute from time to time).

Sponsor

means Catalyst Sponsor LLC, a Delaware limited liability company, and its successors or assigns.

Statute

means the Companies Act (Revised) of the Cayman Islands.

Tax Filing Authorised Person

means such person as any Director shall designate from time to time, acting severally.

Treasury Share

means a Share held in the name of the Company as a treasury share in accordance with the Statute.

Trust Account

means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of units simultaneously with the closing date of the IPO, will be deposited.

Underwriter

means an underwriter of the IPO from time to time and any successor underwriter.

1.2 In the Articles:

(a) words importing the singular

number include the plural number and vice versa;

(b) words importing the masculine

gender include the feminine gender;

corporations as well as any other legal or natural person;

(d) “written”

and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an

Electronic Record;

(e) “shall” shall

be construed as imperative and “may” shall be construed as permissive;

(f) references to provisions of

any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced;

(g) any phrase introduced by the

terms “including”, “include”, “in particular” or any similar expression shall

be construed as illustrative and shall not limit the sense of the words preceding those terms;

(h) the term “and/or”

is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respects

qualifies or modifies the use of the terms “and” or “or” in others. The term “or” shall not be interpreted

to be exclusive and the term “and” shall not be interpreted to require the conjunctive (in each case, unless the context otherwise

requires);

(i) headings are inserted for reference

only and shall be ignored in construing the Articles;

(j) any requirements as to delivery

under the Articles include delivery in the form of an Electronic Record;

(k) any requirements as to execution

or signature under the Articles including the execution of the Articles themselves can be satisfied in the form of an electronic signature

as defined in the Electronic Transactions Act;

(l) sections 8 and 19(3) of the

Electronic Transactions Act shall not apply;

(m) the term “clear days”

in relation to the period of a notice means that period excluding the day when the notice is received or deemed to be received and the

day for which it is given or on which it is to take effect; and

(n) the term “holder”

in relation to a Share means a person whose name is entered in the Register of Members as the holder of such Share.

2 Commencement of Business

2.1 The business of the Company

may be commenced as soon after incorporation of the Company as the Directors shall see fit.

2.2 The Directors may pay, out of

the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including

the expenses of registration.

3 Issue of Shares and other Securities

3.1 Subject to the provisions, if

any, in the Memorandum (and to any direction that may be given by the Company in general meeting) and, where applicable, the rules and

regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or

otherwise under Applicable Law, and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant

options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other rights or restrictions,

whether in regard to Dividends or other distributions, voting, return of capital or otherwise and to such persons, at such times and on

such other terms as they think proper, and may also (subject to the Statute and the Articles) vary such rights, save that the Directors

shall not allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) to the extent that it may affect

the ability of the Company to carry out a Class B Share Conversion set out in the Articles.

3.2 The Company may issue rights,

options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe

for, purchase or receive any class of Shares or other securities in the Company on such terms as the Directors may from time to time determine.

3.3 The Company may issue units

of securities in the Company, which may be comprised of whole or fractional Shares, rights, options, warrants or convertible securities

or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares

or other securities in the Company, upon such terms as the Directors may from time to time determine. The securities comprising any such

units which are issued pursuant to the IPO can only be traded separately from one another on the 52nd day following the date of the prospectus

relating to the IPO unless the Representative(s) determines that an earlier date is acceptable, subject to the Company having filed a

current report on Form 8-K with the Securities and Exchange Commission and a press release announcing when such separate trading will

begin. Prior to such date, the units can be traded, but the securities comprising such units cannot be traded separately from one another.

3.4 The Company shall not issue

Shares to bearer.

4 Register of Members

4.1 The Company shall maintain or

cause to be maintained the Register of Members in accordance with the Statute.

4.2 The Directors may determine

that the Company shall maintain one or more branch registers of Members in accordance with the Statute. The Directors may also determine

which register of Members shall constitute the principal register and which shall constitute the branch register or registers, and to

vary such determination from time to time.

5 Closing Register of Members

or Fixing Record Date

5.1 For the purpose of determining

Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment

of any Dividend or other distribution, or in order to make a determination of Members for any other purpose, the Directors may, after

notice has been given by advertisement in an appointed newspaper or any other newspaper or by any other means in accordance with the rules

and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority

or otherwise under Applicable Law, provide that the Register of Members shall be closed for transfers for a stated period which shall

not in any case exceed forty days.

5.2 In lieu of, or apart from, closing

the Register of Members, the Directors may fix in advance or arrears a date as the record date for any such determination of Members entitled

to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled

to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose.

5.3 If the Register of Members is

not so closed and no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members

or Members entitled to receive payment of a Dividend or other distribution, the date on which notice of the meeting is sent or the date

on which the resolution of the Directors resolving to pay such Dividend or other distribution is passed, as the case may be, shall be

the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been

made as provided in this Article, such determination shall apply to any adjournment thereof.

6 Certificates for Shares

6.1 A Member shall only be entitled

to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates representing Shares, if any,

shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other person authorised

by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process.

All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate.

All certificates surrendered to the Company for transfer shall be cancelled and, subject to the Articles, no new certificate shall be

issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled.

6.2 The Company shall not be bound

to issue more than one certificate for Shares held jointly by more than one person and delivery of a certificate to one joint holder shall

be a sufficient delivery to all of them.

6.3 If a share certificate is defaced,

worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses

reasonably incurred by the Company in investigating evidence, as the Directors may prescribe, and (in the case of defacement or wearing

out) upon delivery of the old certificate.

6.4 Every share certificate sent

in accordance with the Articles will be sent at the risk of the Member or other person entitled to the certificate. The Company will not

be responsible for any share certificate lost or delayed in the course of delivery.

6.5 Share certificates shall be

issued within the relevant time limit as prescribed by the Statute, if applicable, or as the rules and regulations of the Designated Stock

Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law may

from time to time determine, whichever is shorter, after the allotment or, except in the case of a Share transfer which the Company is

for the time being entitled to refuse to register and does not register, after lodgement of a Share transfer with the Company.

7 Transfer of Shares

7.1 Subject to the terms of the

Articles, any Member may transfer all or any of his Shares by an instrument of transfer provided that such transfer complies with the

rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority

or otherwise under Applicable Law. If the Shares in question were issued in conjunction with rights, options, warrants or units issued

pursuant to the Articles on terms that one cannot be transferred without the other, the Directors shall refuse to register the transfer

of any such Share without evidence satisfactory to them of the like transfer of such right, option, warrant or unit.

7.2 The instrument of transfer of

any Share shall be in writing in the usual or common form or in a form prescribed by the rules and regulations of the Designated Stock

Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law or

in any other form approved by the Directors and shall be executed by or on behalf of the transferor (and if the Directors so require,

signed by or on behalf of the transferee) and may be under hand or, if the transferor or transferee is a Clearing House or its nominee(s),

by hand or by machine imprinted signature or by such other manner of execution as the Directors may approve from time to time. The transferor

shall be deemed to remain the holder of a Share until the name of the transferee is entered in the Register of Members.

8 Redemption, Repurchase and Surrender

of Shares

8.1 Subject to the provisions of

the Statute, and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission

and/or any other competent regulatory authority or otherwise under Applicable Law, the Company may issue Shares that are to be redeemed

or are liable to be redeemed at the option of the Member or the Company. The redemption of such Shares, except Public Shares, shall be

effected in such manner and upon such other terms as the Company may, by Special Resolution, determine before the issue of such Shares.

With respect to redeeming or repurchasing the Shares:

(a) Members who hold Public Shares

are entitled to request the redemption of such Shares in the circumstances described in the Business Combination Article hereof;

(b) Class B Shares held by the Founders

shall be surrendered by the Founders on a pro rata basis for no consideration to the extent that the Over-Allotment Option is not exercised

in full so that the Founders will own twenty per cent (25%) of the Company’s issued Shares after the IPO (exclusive of any securities

purchased simultaneously with the IPO and / or in a private placement simultaneously with the IPO); and

by way of tender offer in the circumstances set out in the Business Combination Article hereof.

8.2 Subject to the provisions of

the Statute, and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission

and/or any other competent regulatory authority or otherwise under Applicable Law, the Company may purchase its own Shares (including

any redeemable Shares) in such manner and on such other terms as the Directors may agree with the relevant Member or in the manner set

out in the Business Combination Article hereof. For the avoidance of doubt, redemptions, repurchases and surrenders of Shares in the circumstances

described in the Article above shall not require further approval of the Members.

8.3 The Company may make a payment

in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including out of capital.

8.4 The Directors may accept the

surrender for no consideration of any fully paid Share.

9 Treasury Shares

9.1 The Directors may, prior to

the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share.

9.2 The Directors may determine

to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).

10 Variation of Rights of Shares

10.1 Subject to Article 3.1, if at

any time the share capital of the Company is divided into different classes of Shares, all or any of the rights attached to any class

(unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is being wound up, be varied

without the consent of the holders of the issued Shares of that class where such variation is considered by the Directors not to have

a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders

of not less than two-thirds of the issued Shares of that class (other than with respect to a waiver of the provisions of the Class B Share

Conversion Article hereof, which as stated therein shall only require the consent in writing of the holders of a majority of the issued

Shares of that class), or with the approval of a resolution passed by a majority of not less than two-thirds of the votes cast at a separate

meeting of the holders of the Shares of that class. For the avoidance of doubt, the Directors reserve the right, notwithstanding that

any such variation may not have a material adverse effect, to obtain consent from the holders of Shares of the relevant class. To any

such meeting all the provisions of the Articles relating to general meetings shall apply mutatis mutandis, except that the necessary quorum

shall be one person holding or representing by proxy at least one-third of the issued Shares of the class and that any holder of Shares

of the class present in person or by proxy may demand a poll.

10.2 For the purposes of a separate

class meeting, the Directors may treat two or more or all the classes of Shares as forming one class of Shares if the Directors consider

that such class of Shares would be affected in the same way by the proposals under consideration, but in any other case shall treat them

as separate classes of Shares.

10.3 The rights conferred upon the

holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of

issue of the Shares of that class, be deemed to be varied: (i) by the creation or issue of further Shares ranking pari passu therewith

or Shares issued with preferred or other rights; or (ii) where the constitutional documents of the Company are amended or new constitutional

documents of the Company are adopted, in each case, as a result of the Company undertaking a transfer by way of continuation to a jurisdiction

outside the Cayman Islands.

11 Commission on Sale of Shares

The Company may, in so far as the

Statute permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally)

or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such commissions may be satisfied

by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage

as may be lawful.

12 Non-Recognition of Trusts

The Company shall not be bound by

or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except

only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an absolute right to

the entirety thereof in the holder.

13 Lien on Shares

13.1 The Company shall have a first

and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others)

for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either

alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in

part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s

lien thereon. The Company’s lien on a Share shall also extend to any amount payable in respect of that Share.

13.2 The Company may sell, in such

manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently

payable, and is not paid within fourteen clear days after notice has been received or deemed to have been received by the holder of the

Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if

the notice is not complied with the Shares may be sold.

13.3 To give effect to any such sale

the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions

of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he

shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity

or invalidity in the sale or the exercise of the Company’s power of sale under the Articles.

13.4 The net proceeds of such sale

after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable

and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the

person entitled to the Shares at the date of the sale.

14 Calls on Shares

14.1 Subject to the terms of the

allotment and issue of any Shares, the Directors may make calls upon the Members in respect of any monies unpaid on their Shares (whether

in respect of par value or premium), and each Member shall (subject to receiving at least fourteen clear days’ notice specifying

the time or times of payment) pay to the Company at the time or times so specified the amount called on the Shares. A call may be revoked

or postponed, in whole or in part, as the Directors may determine. A call may be required to be paid by instalments. A person upon whom

a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the Shares in respect of which the

call was made.

14.2 A call shall be deemed to have

been made at the time when the resolution of the Directors authorising such call was passed.

14.3 The joint holders of a Share

shall be jointly and severally liable to pay all calls in respect thereof.

14.4 If a call remains unpaid after

it has become due and payable, the person from whom it is due shall pay interest on the amount unpaid from the day it became due and payable

until it is paid at such rate as the Directors may determine (and in addition all expenses that have been incurred by the Company by reason

of such non-payment), but the Directors may waive payment of the interest or expenses wholly or in part.

14.5 An amount payable in respect

of a Share on issue or allotment or at any fixed date, whether on account of the par value of the Share or premium or otherwise, shall

be deemed to be a call and if it is not paid all the provisions of the Articles shall apply as if that amount had become due and payable

by virtue of a call.

14.6 The Directors may issue Shares

with different terms as to the amount and times of payment of calls, or the interest to be paid.

14.7 The Directors may, if they think

fit, receive an amount from any Member willing to advance all or any part of the monies uncalled and unpaid upon any Shares held by him,

and may (until the amount would otherwise become payable) pay interest at such rate as may be agreed upon between the Directors and the

Member paying such amount in advance.

14.8 No such amount paid in advance

of calls shall entitle the Member paying such amount to any portion of a Dividend or other distribution payable in respect of any period

prior to the date upon which such amount would, but for such payment, become payable.

15 Forfeiture of Shares

15.1 If a call or instalment of a

call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen

clear days’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred

by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice

is not complied with the Shares in respect of which the call was made will be liable to be forfeited.

15.2 If the notice is not complied

with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution

of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited

Share and not paid before the forfeiture.

15.3 A forfeited Share may be sold,

re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment

or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited

Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in

favour of that person.

15.4 A person any of whose Shares

have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate

for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him

to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall

cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares.

15.5 A certificate in writing under

the hand of one Director or Officer that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated

in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of

transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to

see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in

the proceedings in reference to the forfeiture, sale or disposal of the Share.

15.6 The provisions of the Articles

as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed

time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and

notified.

16 Transmission of Shares

16.1 If a Member dies, the survivor

or survivors (where he was a joint holder), or his legal personal representatives (where he was a sole holder), shall be the only persons

recognised by the Company as having any title to his Shares. The estate of a deceased Member is not thereby released from any liability

in respect of any Share, for which he was a joint or sole holder.

16.2 Any person becoming entitled

to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer)

may, upon such evidence being produced as may be required by the Directors, elect, by a notice in writing sent by him to the Company,

either to become the holder of such Share or to have some person nominated by him registered as the holder of such Share. If he elects

to have another person registered as the holder of such Share he shall sign an instrument of transfer of that Share to that person. The

Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer

of the Share by the relevant Member before his death or bankruptcy or liquidation or dissolution, as the case may be.

16.3 A person becoming entitled to

a Share by reason of the death or bankruptcy or liquidation or dissolution of a Member (or in any other case than by transfer) shall be

entitled to the same Dividends, other distributions and other advantages to which he would be entitled if he were the holder of such Share.

However, he shall not, before becoming a Member in respect of a Share, be entitled in respect of it to exercise any right conferred by

membership in relation to general meetings of the Company and the Directors may at any time give notice requiring any such person to elect

either to be registered himself or to have some person nominated by him be registered as the holder of the Share (but the Directors shall,

in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by

the relevant Member before his death or bankruptcy or liquidation or dissolution or any other case than by transfer, as the case may be).

If the notice is not complied with within ninety days of being received or deemed to be received (as determined pursuant to the Articles),

the Directors may thereafter withhold payment of all Dividends, other distributions, bonuses or other monies payable in respect of the

Share until the requirements of the notice have been complied with.

17 Class B Share Conversion

17.1 The rights attaching to the

Class A Shares and Class B Shares shall rank pari passu in all respects, and the Class A Shares and Class B Shares shall vote together

as a single class on all matters (subject to the Variation of Rights of Shares Article, the Appointment and Removal of Directors Article

and the Transfer by Way of Continuation Article) with the exception that the holder of a Class B Share shall have the conversion rights

referred to in this Article.

17.2 Class B Shares may be converted

into Class A Shares on a one-for-one basis prior to the consummation of a Business Combination at the option of the holder.

17.3 Any Class B Shares not converted

into Class A Shares pursuant to Article 17.2 above shall automatically convert into Class A Shares on a one-for-one basis (the Initial

Conversion Ratio) concurrently with or immediately following the consummation of a Business Combination.

17.4 Notwithstanding the Initial

Conversion Ratio, in the case that additional Class A Shares or any other Equity-linked Securities, are issued, or deemed issued, in excess

of the amounts issued in the IPO (including pursuant to the Over-Allotment Option) and related to or in connection with the closing of

a Business Combination, all Class B Shares in issue shall automatically convert into Class A Shares at the time of the closing of a Business

Combination, the ratio for which the Class B Shares shall convert into Class A Shares will be adjusted so that the number of Class A Shares

issuable upon conversion of all Class B Shares will equal, in the aggregate, twenty per cent (20%) of the sum of:

(a) the total number of Shares in

issue upon completion of the IPO (including any Class A Shares issued pursuant to the Over-Allotment Option and excluding any Class A

Shares underlying the private placement units issued to the Sponsor); plus

(b) all Class A Shares and Equity-linked

Securities issued or deemed issued related to or in connection with the closing of a Business Combination, excluding any Shares or Equity-linked

Securities issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent shares issued to the

Sponsor or an Affiliate of the Sponsor or to the Company’s officers and Directors upon the conversion of working capital loans made

to the Company; minus

redeemed in connection with a Business Combination.

17.5 Notwithstanding anything to

the contrary contained herein, the foregoing adjustment to the Initial Conversion Ratio may be waived as to any particular issuance or

deemed issuance of additional Class A Shares or Equity-linked Securities by the written consent or agreement of holders of a majority

of the Class B Shares then in issue consenting or agreeing separately as a separate class in the manner provided in the Variation of Rights

of Shares Article hereof.

17.6 The foregoing conversion ratio

shall also be adjusted to account for any subdivision (by share split, subdivision, exchange, capitalisation, rights issue, reclassification,

recapitalisation or otherwise) or combination (by reverse share split, share consolidation, exchange, reclassification, recapitalisation

or otherwise) or similar reclassification or recapitalisation of the Class A Shares in issue into a greater or lesser number of Shares

occurring after the original filing of the Articles without a proportionate and corresponding subdivision, combination or similar reclassification

or recapitalisation of the Class B Shares in issue.

17.7 Each Class B Share shall convert

into its pro-rata number of Class A Shares pursuant to this Article. The pro-rata share for each holder of Class B Shares will be determined

as follows: each Class B Share shall convert into such number of Class A Shares as is equal to the product of one (1) multiplied by a

fraction, the numerator of which shall be the total number of Class A Shares into which all of the Class B Shares in issue shall be converted

pursuant to this Article and the denominator of which shall be the total number of Class B Shares in issue at the time of conversion.

17.8 References in this Article to

“converted”, “conversion” or “exchange” shall mean the compulsory redemption without

notice of Class B Shares of any Member and, on behalf of such Members, automatic application of such redemption proceeds in paying for

such new Class A Shares into which the Class B Shares have been converted or exchanged at a price per Class B Share necessary to give

effect to a conversion or exchange calculated on the basis that the Class A Shares to be issued as part of the conversion or exchange

will be issued at par. The Class A Shares to be issued on an exchange or conversion shall be registered in the name of such Member or

in such name as the Member may direct.

17.9 Notwithstanding anything to

the contrary in this Article, in no event shall any Class B Share convert into Class A Shares at a ratio that is less than one for one.

18 Amendments of Memorandum and

Articles and Alteration of Capital

18.1 The Company may by Ordinary

Resolution:

(a) increase its share capital by

such sum as the Ordinary Resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in

general meeting may determine;

(b) consolidate and divide all or

any of its share capital into Shares of larger amount than its existing Shares;

Shares into stock, and reconvert that stock into paid-up Shares of any denomination;

(d) by subdivision of its existing

Shares or any of them divide the whole or any part of its share capital into Shares of smaller amount than is fixed by the Memorandum

or into Shares without par value; and

(e) cancel any Shares that at the

date of the passing of the Ordinary Resolution have not been taken or agreed to be taken by any person and diminish the amount of its

share capital by the amount of the Shares so cancelled.

18.2 All new Shares created in accordance

with the provisions of the preceding Article shall be subject to the same provisions of the Articles with reference to the payment of

calls, liens, transfer, transmission, forfeiture and otherwise as the Shares in the original share capital.

18.3 Subject to the provisions of

the Statute, the provisions of the Articles as regards the matters to be dealt with by Ordinary Resolution and Article 48.2, the Company

may by Special Resolution:

(a) change its name;

(b) alter or add to the Articles

(subject to Article 48.2);

with respect to any objects, powers or other matters specified therein; and

(d) reduce its share capital or

any capital redemption reserve fund.

19 Offices and Places of Business

Subject to the provisions of the Statute,

the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition to its Registered

Office, maintain such other offices or places of business as the Directors determine.

20 General Meetings

20.1 All general meetings other than

annual general meetings shall be called extraordinary general meetings.

20.2 The Company may, but shall not

(unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general meeting, and shall specify the

meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint.

At these meetings the report of the Directors (if any) shall be presented.

20.3 The Directors, the chief executive

officer or the chairman of the board of Directors may call general meetings and, for the avoidance of doubt, except as expressly provided

in Article 20.4 below, Members shall not have the ability to call general meetings.

20.4 If at any time there are no

Directors, any two (2) Members (or if there is only one (1) Member then that Member) entitled to vote at general meetings of the Company

may convene a general meeting in the same manner as nearly as possible as that in which general meetings may be convened by the Directors.

21 Notice of General Meetings

21.1 At least five (5) clear days’

notice shall be given of any general meeting. Every notice shall specify the place, the day and the hour of the meeting and the general

nature of the business to be conducted at the general meeting and shall be given in the manner hereinafter mentioned or in such other

manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified

in this Article has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be

deemed to have been duly convened if it is so agreed:

(a) in the case of an annual general

meeting, by all of the Members entitled to attend and vote thereat; and

(b) in the case of an extraordinary

general meeting, by a majority in number of the Members having a right to attend and vote at the meeting, together holding not less than

ninety-five per cent (95%) in par value of the Shares giving that right.

21.2 The accidental omission to give

notice of a general meeting to, or the non-receipt of notice of a general meeting by, any person entitled to receive such notice shall

not invalidate the proceedings of that general meeting.

22 Advance Notice for Business

22.1 Members seeking to bring business

before an annual general meeting of the Company, or to nominate candidates for appointment as Directors at an annual general meeting,

must provide written notice of such business to the Company. Such notice must be received by the Company by the Company’s secretary (or,

if none is appointed, any other Officer) at its principal office no later than the close of business on the 90th day nor earlier

than the close of business on the 150th day prior to the anniversary date of the immediately preceding annual general meeting.

Pursuant to Rule 14a-8 under the Exchange Act, proposals seeking inclusion in the annual proxy statement must comply with the notice periods

contained therein.

22.2 To be in proper written form,

a Member’s notice to the Company’s secretary (or, if none is appointed, any other Officer) with respect to any business (other than

nominations) must set forth as to each such matter such Member proposes to bring before the annual general meeting (i) a brief description

of the business desired to be brought before the annual general meeting, the text of the proposal or business (including the text of any

resolutions proposed for consideration and in the event such business includes a proposal to amend these Articles, the language of the

proposed amendment) and the reasons for conducting such business at the annual general meeting, (ii) the name and record address of such

Member and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (iii) the class and number of Shares

that are owned beneficially and of record by such Member and by the beneficial owner, if any, on whose behalf the proposal is made, (iv)

a description of all arrangements or understandings between such Member and the beneficial owner, if any, on whose behalf the proposal

is made and any other person or persons (including their names) in connection with the proposal of such business by such Member, (v) any

material interest of such Member and the beneficial owner, if any, on whose behalf the proposal is made in such business and (vi) a representation

that such Member intends to appear in person or by proxy at the annual general meeting to bring such business before the annual general

meeting.

23 Proceedings at General Meetings

23.1 No business shall be transacted

at any general meeting unless a quorum is present. The holders of at least one-third of the Shares being individuals present in person

or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum.

23.2 A person may participate at

a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting

can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that

meeting.

23.3 A resolution (including a Special

Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive

notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised

representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened

and held.

23.4 If a quorum is not present within

half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting

shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors

may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to

commence, the Members present shall be a quorum.

23.5 The Directors may, at any time

prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or,

if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general

meeting. If there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to

commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting. The chairman from

time to time may adopt certain rules and regulations for the conduct of meetings as he or she sees fit.

23.6 If no Director is willing to

act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members

present shall choose one of their number to be chairman of the meeting.

23.7 The chairman may, with the consent

of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place

to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which

the adjournment took place.

23.8 When a general meeting is adjourned

for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not

be necessary to give any such notice of an adjourned meeting.

23.9 If, prior to a Business Combination,

a notice is issued in respect of a general meeting and the Directors, in their absolute discretion, consider that it is impractical or

undesirable for any reason to hold that general meeting at the place, the day and the hour specified in the notice calling such general

meeting, the Directors may postpone the general meeting to another place, day and/or hour provided that notice of the place, the day and

the hour of the rearranged general meeting is promptly given to all Members. No business shall be transacted at any postponed meeting

other than the business specified in the notice of the original meeting.

23.10 When a general meeting is postponed

for thirty days or more, notice of the postponed meeting shall be given as in the case of an original meeting. Otherwise it shall not

be necessary to give any such notice of a postponed meeting. All proxy forms submitted for the original general meeting shall remain valid

for the postponed meeting. The Directors may postpone a general meeting which has already been postponed.

23.11 A resolution put to the vote

of the meeting shall be decided on a poll.

23.12 A poll shall be taken as the

chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded.

23.13 A poll demanded on the election

of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date,

time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or

is contingent thereon may proceed pending the taking of the poll.

23.14 In the case of an equality of

votes the chairman shall be entitled to a second or casting vote.

24 Votes of Members

24.1 Subject to any rights or restrictions

attached to any Shares, including as set out at Articles 30.1 and 48, every Member present in any such manner shall have one vote for

every Share of which he is the holder.

24.2 In the case of joint holders

the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural

person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and

seniority shall be determined by the order in which the names of the holders stand in the Register of Members.

24.3 A Member of unsound mind, or

in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote by his committee, receiver, curator bonis,

or other person on such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis or other person

may vote by proxy.

24.4 No person shall be entitled

to vote at any general meeting unless he is registered as a Member on the record date for such meeting nor unless all calls or other monies

then payable by him in respect of Shares have been paid.

24.5 No objection shall be raised

as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given

or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article

shall be referred to the chairman whose decision shall be final and conclusive.

24.6 Votes may be cast either personally

or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may

appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more

than one proxy the instrument of proxy shall specify the number of Shares in respect of which each proxy is entitled to exercise the related

votes.

24.7 A Member holding more than one

Share need not cast the votes in respect of his Shares in the same way on any resolution and therefore may vote a Share or some or all

such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms

of the instrument appointing him, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect

of which he is appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect

of which he is appointed.

25 Proxies

25.1 The instrument appointing a

proxy shall be in writing and shall be executed under the hand of the appointor or of his attorney duly authorised in writing, or, if

the appointor is a corporation or other non natural person, under the hand of its duly authorised representative. A proxy need not be

a Member.

25.2 The Directors may, in the notice

convening any meeting or adjourned meeting, or in an instrument of proxy sent out by the Company, specify the manner by which the instrument

appointing a proxy shall be deposited and the place and the time (being not later than the time appointed for the commencement of the

meeting or adjourned meeting to which the proxy relates) at which the instrument appointing a proxy shall be deposited. In the absence

of any such direction from the Directors in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent out

by the Company, the instrument appointing a proxy shall be deposited physically at the Registered Office not less than 48 hours before

the time appointed for the meeting or adjourned meeting to commence at which the person named in the instrument proposes to vote.

25.3 The chairman may in any event

at his discretion declare that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not

deposited in the manner permitted, or which has not been declared to have been duly deposited by the chairman, shall be invalid.

25.4 The instrument appointing a

proxy may be in any usual or common form (or such other form as the Directors may approve) and may be expressed to be for a particular

meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to

demand or join or concur in demanding a poll.

25.5 Votes given in accordance with

the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the

proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect of which the proxy is given unless

notice in writing of such death, insanity, revocation or transfer was received by the Company at the Registered Office before the commencement

of the general meeting, or adjourned meeting at which it is sought to use the proxy.

26 Corporate Members

26.1 Any corporation or other non-natural

person which is a Member may in accordance with its constitutional documents, or in the absence of such provision by resolution of its

directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or

of any class of Members, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which

he represents as the corporation could exercise if it were an individual Member.

26.2 If a Clearing House (or its

nominee(s)), being a corporation, is a Member, it may authorise such persons as it sees fit to act as its representative at any meeting

of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of Shares

in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be

deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf

of the Clearing House (or its nominee(s)) as if such person was the registered holder of such Shares held by the Clearing House (or its

nominee(s)).

27 Shares that may not be Voted

Shares in the Company that are beneficially

owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number

of outstanding Shares at any given time.

28 Directors

There shall be a board of Directors

consisting of not less than one person provided however that, subject to the requirement to have at least one Director, the Directors

may from time to time fix the maximum and minimum number of Directors to be appointed by resolution of the board of Directors.

29 Powers of Directors

29.1 Subject to the provisions of

the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed

by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall

invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been

given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

29.2 All cheques, promissory notes,

drafts, bills of exchange and other negotiable or transferable instruments and all receipts for monies paid to the Company shall be signed,

drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine by resolution.

29.3 The Directors on behalf of the

Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit

with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of

any such gratuity, pension or allowance.

29.4 The Directors may exercise all

the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled

capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as

security for any debt, liability or obligation of the Company or of any third party.

30 Appointment and Removal of Directors

30.1 Subject to Article 28, prior

to the closing of a Business Combination, the Company may by Ordinary Resolution of the holders of the Class B Shares appoint any person

to be a Director or may by Ordinary Resolution of the holders of the Class B Shares remove any Director. For the avoidance of doubt, prior

to the closing of a Business Combination, holders of Class A Shares shall have no right to vote on the appointment or removal of any Director.

30.2 Subject to Article 28, the Directors

may appoint any person to be a Director, either to fill a vacancy or as an additional Director.

30.3 Subject to Article 28, after

the consummation of a Business Combination, the Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary

Resolution remove any Director.

30.4 The Directors shall be divided

into three (3) classes designated as Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance

with a resolution or resolutions adopted by the board of Directors. At the first annual general meeting of the Company, the term of office

of the Class I Directors shall expire and Class I Directors shall be elected for a full term of three (3) years. At the second annual

general meeting of the Company, the term of office of the Class II Directors shall expire and Class II Directors shall be elected for

a full term of three (3) years. At the third annual general meeting of the Company, the term of office of the Class III Directors shall

expire and Class III Directors shall be elected for a full term of three (3) years. At each succeeding annual general meeting of the Company,

Directors shall be elected for a full term of three (3) years to succeed the Directors of the class whose terms expire at such annual

general meeting. Notwithstanding the foregoing provisions of this Article, each Director shall hold office until the expiration of his

term, until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. No decrease in

the number of Directors constituting the board of Directors shall shorten the term of any incumbent Director.

31 Vacation of Office of Director

31.1 The office of a Director shall

be vacated if:

(a) the Director gives notice in

writing to the Company that he resigns the office of Director; or

(b) the Director absents himself

(for the avoidance of doubt, without being represented by proxy) from three consecutive meetings of the board of Directors without special

leave of absence from the Directors, and the Directors pass a resolution that he has by reason of such absence vacated office; or

or makes any arrangement or composition with his creditors generally; or

(d) the Director is found to be

or becomes of unsound mind; or

(e) all of the other Directors (being

not less than two in number) determine that he should be removed as a Director for Cause (and not otherwise), either by a resolution passed

by all of the other Directors at a meeting of the Directors duly convened and held in accordance with the Articles or by a resolution

in writing signed by all of the other Directors.

32 Proceedings of Directors

32.1 The quorum for the transaction

of the business of the Directors may be fixed by the Directors, and unless so fixed shall be two if there are two or more Directors, and

shall be one if there is only one Director.

32.2 Subject to the provisions of

the Articles, the Directors may regulate their proceedings as they think fit. Questions arising at any meeting shall be decided by a majority

of votes. In the case of an equality of votes, the chairman shall have a second or casting vote.

32.3 A person may participate in

a meeting of the Directors or any committee of Directors by conference telephone or other communications equipment by means of which all

the persons participating in the meeting can communicate with each other at the same time. Participation by a person in a meeting in this

manner is treated as presence in person at that meeting. Unless otherwise determined by the Directors, the meeting shall be deemed to

be held at the place where the chairman is located at the start of the meeting.

32.4 A resolution in writing (in

one or more counterparts) signed by all the Directors or all the members of a committee of the Directors or, in the case of a resolution

in writing relating to the removal of any Director or the vacation of office by any Director, all of the Directors other than the Director

who is the subject of such resolution shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee

of Directors as the case may be, duly convened and held.

32.5 A Director may, or other Officer

on the direction of a Director shall, call a meeting of the Directors by at least two days’ notice in writing to every Director

which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors either at,

before or after the meeting is held. To any such notice of a meeting of the Directors all the provisions of the Articles relating to the

giving of notices by the Company to the Members shall apply mutatis mutandis.

32.6 The continuing Directors (or

a sole continuing Director, as the case may be) may act notwithstanding any vacancy in their body, but if and so long as their number

is reduced below the number fixed by or pursuant to the Articles as the necessary quorum of Directors the continuing Directors or Director

may act for the purpose of increasing the number of Directors to be equal to such fixed number, or of summoning a general meeting of the

Company, but for no other purpose.

32.7 The Directors may elect a chairman

of their board and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman

is not present within five minutes after the time appointed for the meeting to commence, the Directors present may choose one of their

number to be chairman of the meeting.

32.8 All acts done by any meeting

of the Directors or of a committee of the Directors shall, notwithstanding that it is afterwards discovered that there was some defect

in the appointment of any Director, and/or that they or any of them were disqualified, and/or had vacated their office and/or were not

entitled to vote, be as valid as if every such person had been duly appointed and/or not disqualified to be a Director and/or had not

vacated their office and/or had been entitled to vote, as the case may be.

32.9 A Director may be represented

at any meetings of the board of Directors by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote

of the proxy shall for all purposes be deemed to be that of the appointing Director.

33 Presumption of Assent

A Director who is present at a meeting

of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless

his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person

acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to

such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour

of such action.

34 Directors’ Interests

34.1 A Director may hold any other

office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period

and on such terms as to remuneration and otherwise as the Directors may determine.

34.2 A Director may act by himself

or by, through or on behalf of his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration

for professional services as if he were not a Director.

34.3 A Director may be or become

a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested

as a shareholder, a contracting party or otherwise, and no such Director shall be accountable to the Company for any remuneration or other

benefits received by him as a director or officer of, or from his interest in, such other company.

34.4 No person shall be disqualified

from the office of Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor

shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director shall be in any

way interested be or be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the

Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director holding office

or of the fiduciary relationship thereby established. A Director shall be at liberty to vote in respect of any contract or transaction

in which he is interested provided that the nature of the interest of any Director in any such contract or transaction shall be disclosed

by him at or prior to its consideration and any vote thereon.

34.5 A general notice that a Director

is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction

with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction

in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular

transaction.

35 Minutes

The Directors shall cause minutes

to be made in books kept for the purpose of recording all appointments of Officers made by the Directors, all proceedings at meetings

of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors, including the names of

the Directors present at each meeting.

36 Delegation of Directors’

Powers

36.1 The Directors may delegate any

of their powers, authorities and discretions, including the power to sub-delegate, to any committee consisting of one or more Directors

(including, without limitation and as applicable, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance

Committee, if established). Any such delegation may be made subject to any conditions the Directors may impose and either collaterally

with or to the exclusion of their own powers and any such delegation may be revoked or altered by the Directors. Subject to any such conditions,

the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they

are capable of applying.

36.2 The Directors may establish

any committees, local boards or agencies or appoint any person to be a manager or agent for managing the affairs of the Company and may

appoint any person to be a member of such committees, local boards or agencies. Any such appointment may be made subject to any conditions

the Directors may impose, and either collaterally with or to the exclusion of their own powers and any such appointment may be revoked

or altered by the Directors. Subject to any such conditions, the proceedings of any such committee, local board or agency shall be governed

by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

36.3 The Directors may adopt formal

written charters for committees and, if so adopted, shall review and assess the adequacy of such formal written charters on an annual

basis. Each of these committees shall be empowered to do all things necessary to exercise the rights of such committee set forth in the

Articles and shall have such powers as the Directors may delegate pursuant to the Articles and as required by the rules and regulations

of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise

under Applicable Law. Each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, if

established, shall consist of such number of Directors as the Directors shall from time to time determine (or such minimum number as may

be required from time to time by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or

any other competent regulatory authority or otherwise under Applicable Law). For so long as any class of Shares is listed on the Designated

Stock Exchange, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, if established,

shall be made up of such number of Independent Directors as is required from time to time by the rules and regulations of the Designated

Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law.

36.4 The Directors may by power of

attorney or otherwise appoint any person to be the agent of the Company on such conditions as the Directors may determine, provided that

the delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time.

36.5 The Directors may by power of

attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors,

to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding

those vested in or exercisable by the Directors under the Articles) and for such period and subject to such conditions as they may think

fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing

with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised

signatory to delegate all or any of the powers, authorities and discretions vested in him.

36.6 The Directors may appoint such

Officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as

to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of his appointment an Officer

may be removed by resolution of the Directors or Members. An Officer may vacate his office at any time if he gives notice in writing to

the Company that he resigns his office.

37 No Minimum Shareholding

The Company in general meeting may

fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director

is not required to hold Shares.

38 Remuneration of Directors

38.1 The remuneration to be paid

to the Directors, if any, shall be such remuneration as the Directors shall determine. The Directors shall also, whether prior to or after

the consummation of a Business Combination, be entitled to be paid all travelling, hotel and other expenses properly incurred by them

in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company, or separate

meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company

or the discharge of their duties as a Director, or to receive a fixed allowance in respect thereof as may be determined by the Directors,

or a combination partly of one such method and partly the other.

38.2 The Directors may by resolution

approve additional remuneration to any Director for any services which in the opinion of the Directors go beyond his ordinary routine

work as a Director. Any fees paid to a Director who is also counsel, attorney or solicitor to the Company, or otherwise serves it in a

professional capacity shall be in addition to his remuneration as a Director.

39 Seal

39.1 The Company may, if the Directors

so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised

by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one person who shall be either a Director

or some Officer or other person appointed by the Directors for the purpose.

39.2 The Company may have for use

in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the

Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.

39.3 A Director or Officer, representative

or attorney of the Company may without further authority of the Directors affix the Seal over his signature alone to any document of the

Company required to be authenticated by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere

wheresoever.

40 Dividends, Distributions and

Reserve

40.1 Subject to the Statute and this

Article and except as otherwise provided by the rights attached to any Shares, the Directors may resolve to pay Dividends and other distributions

on Shares in issue and authorise payment of the Dividends or other distributions out of the funds of the Company lawfully available therefor.

A Dividend shall be deemed to be an interim Dividend unless the terms of the resolution pursuant to which the Directors resolve to pay

such Dividend specifically state that such Dividend shall be a final Dividend. No Dividend or other distribution shall be paid except

out of the realised or unrealised profits of the Company, out of the share premium account or as otherwise permitted by law.

40.2 Except as otherwise provided

by the rights attached to any Shares, all Dividends and other distributions shall be paid according to the par value of the Shares that

a Member holds. If any Share is issued on terms providing that it shall rank for Dividend as from a particular date, that Share shall

rank for Dividend accordingly.

40.3 The Directors may deduct from

any Dividend or other distribution payable to any Member all sums of money (if any) then payable by him to the Company on account of calls

or otherwise.

40.4 The Directors may resolve that

any Dividend or other distribution be paid wholly or partly by the distribution of specific assets and in particular (but without limitation)

by the distribution of shares, debentures, or securities of any other company or in any one or more of such ways and where any difficulty

arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional

Shares and may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be

made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets

in trustees in such manner as may seem expedient to the Directors.

40.5 Except as otherwise provided

by the rights attached to any Shares, Dividends and other distributions may be paid in any currency. The Directors may determine the basis

of conversion for any currency conversions that may be required and how any costs involved are to be met.

40.6 The Directors may, before resolving

to pay any Dividend or other distribution, set aside such sums as they think proper as a reserve or reserves which shall, at the discretion

of the Directors, be applicable for any purpose of the Company and pending such application may, at the discretion of the Directors, be

employed in the business of the Company.

40.7 Any Dividend, other distribution,

interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent

through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder

who is first named on the Register of Members or to such person and to such address as such holder or joint holders may in writing direct.

Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders

may give effectual receipts for any Dividends, other distributions, bonuses, or other monies payable in respect of the Share held by them

as joint holders.

40.8 No Dividend or other distribution

shall bear interest against the Company.

40.9 Any Dividend or other distribution

which cannot be paid to a Member and/or which remains unclaimed after six months from the date on which such Dividend or other distribution

becomes payable may, in the discretion of the Directors, be paid into a separate account in the Company’s name, provided that the

Company shall not be constituted as a trustee in respect of that account and the Dividend or other distribution shall remain as a debt

due to the Member. Any Dividend or other distribution which remains unclaimed after a period of six years from the date on which such

Dividend or other distribution becomes payable shall be forfeited and shall revert to the Company.

41 Capitalisation

The Directors may at any time capitalise

any sum standing to the credit of any of the Company’s reserve accounts or funds (including the share premium account and capital

redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution; appropriate

such sum to Members in the proportions in which such sum would have been divisible amongst such Members had the same been a distribution

of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying up in full unissued Shares for allotment

and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts

and things required to give effect to such capitalisation, with full power given to the Directors to make such provisions as they think

fit in the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue

to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members

interested into an agreement with the Company providing for such capitalisation and matters incidental or relating thereto and any agreement

made under such authority shall be effective and binding on all such Members and the Company.

42 Books of Account

42.1 The Directors shall cause proper

books of account (including, where applicable, material underlying documentation including contracts and invoices) to be kept with respect

to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place,

all sales and purchases of goods by the Company and the assets and liabilities of the Company. Such books of account must be retained

for a minimum period of five years from the date on which they are prepared. Proper books shall not be deemed to be kept if there are

not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain

its transactions.

42.2 The Directors shall determine

whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company

or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director) shall have any right

of inspecting any account or book or document of the Company except as conferred by Statute or authorised by the Directors or by the Company

in general meeting.

42.3 The Directors may cause to be

prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such

other reports and accounts as may be required by law.

43 Audit

43.1 The Directors may appoint an

Auditor of the Company who shall hold office on such terms as the Directors determine.

43.2 Without prejudice to the freedom

of the Directors to establish any other committee, if the Shares (or depositary receipts therefor) are listed or quoted on the Designated

Stock Exchange, and if required by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission

and/or any other competent regulatory authority or otherwise under Applicable Law, the Directors shall establish and maintain an Audit

Committee as a committee of the Directors and shall adopt a formal written Audit Committee charter and review and assess the adequacy

of the formal written charter on an annual basis. The composition and responsibilities of the Audit Committee shall comply with the rules

and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority

or otherwise under Applicable Law. The Audit Committee shall meet at least once every financial quarter, or more frequently as circumstances

dictate.

43.3 If the Shares (or depositary

receipts therefor) are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related

party transactions on an ongoing basis and shall utilise the Audit Committee for the review and approval of potential conflicts of interest.

43.4 The remuneration of the Auditor

shall be fixed by the Audit Committee (if one exists).

43.5 If the office of Auditor becomes

vacant by resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time

when his services are required, the Directors shall fill the vacancy and determine the remuneration of such Auditor.

43.6 Every Auditor of the Company

shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from

the Directors and Officers such information and explanation as may be necessary for the performance of the duties of the Auditor.

43.7 Auditors shall, if so required

by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following

their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next

extraordinary general meeting following their appointment in the case of a company which is registered with the Registrar of Companies

as an exempted company, and at any other time during their term of office, upon request of the Directors or any general meeting of the

Members.

43.8 Any payment made to members

of the Audit Committee (if one exists) shall require the review and approval of the Directors, with any Director interested in such payment

abstaining from such review and approval.

43.9 The Audit Committee shall monitor

compliance with the terms of the IPO and, if any non-compliance is identified, the Audit Committee shall be charged with the responsibility

to take all action necessary to rectify such non-compliance or otherwise cause compliance with the terms of the IPO.

43.10 At least one member of the Audit

Committee shall be an “audit committee financial expert” as determined by the rules and regulations of the Designated Stock

Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. The

“audit committee financial expert” shall have such past employment experience in finance or accounting, requisite professional

certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication.

44 Notices

44.1 Notices shall be in writing

and may be given by the Company to any Member either personally or by sending it by courier, post, cable, telex, fax or e-mail to him

or to his address as shown in the Register of Members (or where the notice is given by e-mail by sending it to the e-mail address provided

by such Member). Notice may also be served by Electronic Communication in accordance with the rules and regulations of the Designated

Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or by placing it on the Company’s

Website.

44.2 Where a notice is sent by:

(a) courier; service of the notice

shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third

day (not including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier;

(b) post; service of the notice

shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and shall be deemed to have

been received on the fifth day (not including Saturdays or Sundays or public holidays in the Cayman Islands) following the day on which

the notice was posted;

of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received

on the same day that it was transmitted;

(d) e-mail or other Electronic Communication;

service of the notice shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended recipient

and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the e-mail

to be acknowledged by the recipient; and

(e) placing it on the Company’s

Website; service of the notice shall be deemed to have been effected one hour after the notice or document was placed on the Company’s

Website.

44.3 A notice may be given by the

Company to the person or persons which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy

of a Member in the same manner as other notices which are required to be given under the Articles and shall be addressed to them by name,

or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for

that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the

same might have been given if the death or bankruptcy had not occurred.

44.4 Notice of every general meeting

shall be given in any manner authorised by the Articles to every holder of Shares carrying an entitlement to receive such notice on the

record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first

named in the Register of Members and every person upon whom the ownership of a Share devolves by reason of his being a legal personal

representative or a trustee in bankruptcy of a Member where the Member but for his death or bankruptcy would be entitled to receive notice

of the meeting, and no other person shall be entitled to receive notices of general meetings.

45 Winding Up

45.1 If the Company shall be wound

up, the liquidator shall apply the assets of the Company in satisfaction of creditors’ claims in such manner and order as such liquidator

thinks fit. Subject to the rights attaching to any Shares, in a winding up:

(a) if the assets available for

distribution amongst the Members shall be insufficient to repay the whole of the Company’s issued share capital, such assets shall

be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held

by them; or

(b) if the assets available for

distribution amongst the Members shall be more than sufficient to repay the whole of the Company’s issued share capital at the commencement

of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the

commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable

to the Company for unpaid calls or otherwise.

45.2 If the Company shall be wound

up the liquidator may, subject to the rights attaching to any Shares and with the approval of a Special Resolution of the Company and

any other approval required by the Statute, divide amongst the Members in kind the whole or any part of the assets of the Company (whether

such assets shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division

shall be carried out as between the Members or different classes of Members. The liquidator may, with the like approval, vest the whole

or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like approval, shall

think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability.

46 Indemnity and Insurance

46.1 Every Director and Officer (which

for the avoidance of doubt, shall not include auditors of the Company), together with every former Director and former Officer (each an

Indemnified Person) shall to the fullest extent permitted by Applicable Law be indemnified out of the assets of the Company against

any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of

them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may

incur by reason of their own actual fraud, wilful neglect or wilful default. No Indemnified Person shall be liable to the Company for

any loss or damage incurred by the Company as a result (whether direct or indirect) of the carrying out of their functions unless that

liability arises through the actual fraud, wilful neglect or wilful default of such Indemnified Person. No person shall be found to have

committed actual fraud, wilful neglect or wilful default under this Article unless or until a court of competent jurisdiction shall have

made a finding to that effect.

46.2 Each Member specifically agrees

to waive any claim or right of action such Member might have, whether individually or by, or in, the right of the Company, against any

Director or Officer in connection with new or competing merger bids or proposals which are proffered to the Board at any time after the

execution of a definitive agreement concerning a Business Combination provided that such waiver shall not extend to any matter in respect

of any fraud or dishonesty in relation to the Company which may attach to such Director or Officer.

46.3 The Company shall advance to

each Indemnified Person reasonable attorneys’ fees and other costs and expenses incurred in connection with the defence of any action,

suit, proceeding or investigation involving such Indemnified Person for which indemnity will or could be sought. In connection with any

advance of any expenses hereunder, the Indemnified Person shall execute an undertaking to repay the advanced amount to the Company if

it shall be determined by final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification

pursuant to this Article. If it shall be determined by a final judgment or other final adjudication that such Indemnified Person was not

entitled to indemnification with respect to such judgment, costs or expenses, then such party shall not be indemnified with respect to

such judgment, costs or expenses and any advancement shall be returned to the Company (without interest) by the Indemnified Person.

46.4 The Directors, on behalf of

the Company, may purchase and maintain insurance for the benefit of any Director or other Officer against any liability which, by virtue

of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty or breach of trust of

which such person may be guilty in relation to the Company.

47 Financial Year

Unless the Directors otherwise prescribe,

the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st

January in each year.

48 Transfer by Way of Continuation

48.1 If the Company is exempted as

defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution passed in accordance

with this Article 48, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside

the Cayman Islands and to be deregistered in the Cayman Islands.

48.2 Prior to the closing of a Business

Combination, only the Class B Shares shall carry the right to vote on any resolution of the shareholders to approve any transfer by way

of continuation pursuant to this Article (including any Special Resolution required to amend the constitutional documents of the Company

or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation

in a jurisdiction outside the Cayman Islands).

49 Mergers and Consolidations

The Company shall have the power to

merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such terms as the Directors may determine

and (to the extent required by the Statute) with the approval of a Special Resolution.

50 Business Combination

50.1 Notwithstanding any other provision

of the Articles, this Article shall apply during the period commencing upon the adoption of the Articles and terminating upon the first

to occur of the consummation of a Business Combination and the full distribution of the Trust Account pursuant to this Article. In the

event of a conflict between this Article and any other Articles, the provisions of this Article shall prevail.

50.2 Prior to the consummation of

a Business Combination, the Company shall either:

(a) submit such Business Combination

to its Members for approval; or

(b) provide Members with the opportunity

to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount

then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including

interest earned on the Trust Account (which interest shall be net of taxes payable), divided by the number of then issued Public Shares.

50.3 If the Company initiates any

tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a proposed Business Combination,

it shall file tender offer documents with the Securities and Exchange Commission prior to completing such Business Combination which contain

substantially the same financial and other information about such Business Combination and the redemption rights as is required under

Regulation 14A of the Exchange Act. If, alternatively, the Company holds a general meeting to approve a proposed Business Combination,

the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, and

not pursuant to the tender offer rules, and file proxy materials with the Securities and Exchange Commission.

50.4 At a general meeting called

for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved

by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination.

50.5 Any Member holding Public Shares

who is not the Sponsor, a Founder, Officer or Director may, in connection with any vote on a proposed Business Combination, elect to have

their Public Shares redeemed for cash in accordance with any applicable requirements provided for in the related proxy materials (the

IPO Redemption), including, without limitation, such requirements with respect to the deadline for making such election (the Election

Deadline), provided that (a) no such Member, together with any Affiliate of such Member or any other person with whom such Member

is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act) may exercise this redemption right

with respect to more than fifteen per cent (15%) of the Public Shares in the aggregate without the prior consent of the Company and (b)

if the Company requires in its sole discretion, any holder that holds Public Shares beneficially through a nominee must identify itself

to the Company in connection with any redemption election in order to validly redeem such Public Shares. Notwithstanding the foregoing

sentence, the board of Directors may, at any time and either before or after the initially scheduled vote on a Business Combination, in

its sole discretion extend the Election Deadline to a later date and may extend an Election Deadline which has already been extended.

If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is abstaining from voting on or voting for or

against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit

in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned

on the Trust Account (which interest shall be net of taxes payable), divided by the number of then issued Public Shares (such redemption

price being referred to herein as the Redemption Price), subject to Applicable Law, but only in the event that the applicable proposed

Business Combination is approved and consummated.

50.6 A Member may not withdraw a

Redemption Notice once submitted to the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of

such redemption request (which they may do in whole or in part).

50.7 In the event that the Company

does not consummate a Business Combination within the Completion Window, the Company shall:

(a) cease all operations except for the purpose of winding up;

(b) as promptly as reasonably possible but not more than ten (10) business days thereafter, subject to lawfully

available funds, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the

Trust Account, including interest earned on the Trust Account (which interest shall be net of taxes payable and less up to $100,000 of

interest to pay liquidation and dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely

extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any) subject

to applicable law; and

remaining Members and the Directors, liquidate and dissolve,

subject in each

case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements

of Applicable Law.

50.8 In the event that any amendment

is made to the Articles not for the purposes of approving, or in conjunction with the consummation of, a Business Combination:

(a) to modify the substance or timing

of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem one hundred per cent (100%)

of the Public Shares if the Company has not consummated a Business Combination within the Completion Window; or

(b) with respect to any other material

provisions relating to (i) the rights of holders of Class A Shares; or (ii) pre-initial Business Combination activity,

each holder of Public Shares who is

not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the effectiveness

of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including

interest earned on the Trust Account (which interest shall be net of taxes payable), divided by the number of Public Shares then in issue,

subject to Applicable Law.

50.9 A holder of Public Shares shall

be entitled to receive distributions from the Trust Account only in the event of an IPO Redemption, a repurchase of Shares by means of

a tender offer pursuant to this Article, or a distribution of the Trust Account pursuant to this Article. In no other circumstance shall

a holder of Public Shares have any right or interest of any kind in the Trust Account.

50.10 Except in connection with the

conversion of Class B Shares into Class A Shares pursuant to Article 17 where the holders of such Shares have waived any right to receive

funds from the Trust Account, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall

not issue additional Shares or any other securities that would entitle the holders thereof to:

(a) receive funds from the Trust

Account; or

(b) vote as a class with Public

Shares on a Business Combination.

50.11 A Director may vote in respect

of a Business Combination in which such Director has a conflict of interest with respect to the evaluation of such Business Combination.

Such Director must disclose such interest or conflict to the other Directors.

50.12 The Company shall not enter

into an initial Business Combination solely with another blank cheque company or a similar company with nominal operations.

50.13 The Company may enter into a

Business Combination with a target business that is an Affiliate of the Sponsor, an Officer or a Director. In the event the Company seeks

to complete a Business Combination with a target business that is an Affiliate of the Sponsor, an Officer or a Director, the Company,

or a committee of Independent Directors, shall obtain an opinion from an independent investment banking firm or another independent entity

that commonly renders valuation opinions stating that the consideration to be paid by the Company in such a Business Combination is fair

to the Company from a financial point of view.

51 Certain Tax Filings

Each Tax Filing Authorised Person

and any such other person, acting alone, as any Director shall designate from time to time, are authorised to file tax forms SS-4, W-8

BEN, W-8 IMY, W-9, 8832 and 2553 and such other similar tax forms as are customary to file with any US state or federal governmental authorities

or foreign governmental authorities in connection with the formation, activities and/or elections of the Company and such other tax forms

as may be approved from time to time by any Director or Officer. The Company further ratifies and approves any such filing made by any

Tax Filing Authorised Person or such other person prior to the date of the Articles.

52 Business Opportunities

52.1 To the fullest extent permitted

by Applicable Law, none of the Sponsor or any individual serving as a Director or an Officer (Management) shall have any duty,

except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business

activities or lines of business as the Company. To the fullest extent permitted by Applicable Law, the Company renounces any interest

or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may

be a corporate opportunity for Management, on the one hand, and the Company, on the other or (b) the presentation of which would breach

an existing legal obligation of a member of Management to any other entity. Except to the extent expressly assumed by contract, to the

fullest extent permitted by Applicable Law, Management shall have no duty to communicate or offer any such corporate opportunity to the

Company and shall not be liable to the Company or its Members for breach of any fiduciary duty as a Member, Director and/or Officer solely

by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate

opportunity to another person, or does not communicate information regarding such corporate opportunity to the Company.

52.2 Except as provided elsewhere

in this Article, to the fullest extent permitted by Applicable Law the Company hereby renounces any interest or expectancy of the Company

in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for

both the Company and Management, about which a Director and/or Officer who is also a member of Management acquires knowledge.

52.3 To the extent a court might

hold that the conduct of any activity related to a corporate opportunity that is renounced in this Article to be a breach of duty to the

Company or its Members, the Company hereby waives, to the fullest extent permitted by Applicable Law, any and all claims and causes of

action that the Company may have for such activities. To the fullest extent permitted by Applicable Law, the provisions of this Article

apply equally to activities conducted in the future and that have been conducted in the past.

52.4 Notwithstanding anything to

the contrary in this Article, such renouncement shall not apply to any business opportunity that is expressly offered to such person solely

in his or her capacity as a Director or Officer of the Company and it is an opportunity the Company is able to complete on a reasonable

basis.

53 Exclusive Jurisdiction

53.1 Unless the Company consents

in writing to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim

or dispute arising out of or in connection with the Memorandum, the Articles or otherwise related in any way to each Member’s shareholding

in the Company, including but not limited to:

(a) any derivative action or proceeding

brought on behalf of the Company;

(b) any action asserting a claim

of breach of any fiduciary or other duty owed by any current or former Director, Officer or other employee of the Company to the Company

or the Members;

arising pursuant to any provision of the Statute, the Memorandum or the Articles; or

(d) any action asserting a claim

against the Company governed by the “Internal Affairs Doctrine” (as such concept is recognised under the laws of the United

States of America).

53.2 Each Member irrevocably submits

to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes.

53.3 Without prejudice to any other

rights or remedies that the Company may have, each Member acknowledges that damages alone would not be an adequate remedy for any breach

of the selection of the courts of the Cayman Islands as exclusive forum and that accordingly the Company shall be entitled, without proof

of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach

of the selection of the courts of the Cayman Islands as exclusive forum.

53.4 This Article 53 shall not apply

to any action or suits brought to enforce any liability or duty created by the U.S. Securities Act of 1933, as amended, the Exchange Act,

or any claim for which the federal district courts of the United States of America are, as a matter of the laws of the United States,

the sole and exclusive forum for determination of such a claim.

EX-4.1 — SHARE RIGHTS AGREEMENT, DATED JULY 27, 2026, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS SHARE RIGHTS AGENT

EX-4.1

Filename: ea029962301ex4-1.htm · Sequence: 4

Exhibit 4.1

SHARE RIGHTS AGREEMENT

This Share Rights Agreement

(this “Agreement”) is made as of July 27, 2026 between Catalyst Acquisition Corp., a Cayman Islands exempted

company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights

agent (in such capacity, the “Share Rights Agent”).

WHEREAS, the Company has entered

into an agreement with Santander US Capital Markets LLC (“Representative”),

as representative of the several underwriters, for the Company’s initial public offering (“Public Offering”)

pursuant to which the underwriters will purchase up to an aggregate of 23,000,000 units (including up to 3,000,000 additional units if

the underwriters’ over-allotment option is exercised in full), each unit (“Unit”) comprised of one Class

A ordinary share of the Company, $0.0001 par value (the “Ordinary Shares”), and one right to receive one-seventh

(1/7) of one Ordinary Share (a “Public Share Right”) upon the happening of the triggering event described herein,

and in connection therewith, will issue and deliver up to an aggregate of 23,000,000 Public Share Rights upon consummation of such Public

Offering, 3,000,000 of which are attributable to the over-allotment option;

WHEREAS, the Company has filed

with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File No. 333-297309,

as amended (“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (the

“Securities Act”) of, among other securities, the Units, Public Share Rights, and the Ordinary Shares issuable

to the holders of the Units and Public Share Rights;

WHEREAS, the Company has entered

into an agreement with Catalyst Sponsor LLC, a Delaware limited liability company (the “Sponsor”) to purchase

an aggregate of 270,000 private placement units in a private placement transaction to occur simultaneously with the consummation of the

Public Offering at a purchase price of $10.00 per private placement unit, with each Unit comprised of one Ordinary Share and one Share

Right (the “Private Share Rights”) to receive one-seventh (1/7) of one Ordinary Share upon the happening of

the triggering event described herein;

WHEREAS, up to $1,500,000

of working capital loans, as described in the Registration Statement, may be converted into up to 150,000 private placement-equivalent

units at a price of $10.00 per unit, with each Unit comprised of one Ordinary Share and one Share Right (the “Working Capital

Share Rights”, together with the Private Share Rights and the Public Share Rights, the “Share Rights”);

WHEREAS, the Company desires

the Share Rights Agent to act on behalf of the Company, and the Share Rights Agent is willing to so act, in connection with the issuance,

registration, transfer and exchange of the Share Rights;

WHEREAS, the Company desires

to provide for the form and provisions of the Share Rights, the terms upon which they shall be issued, and the respective rights, limitation

of rights, and immunities of the Company, the Share Rights Agent, and the holders of the Share Rights; and

WHEREAS, all acts and things

have been done and performed which are necessary to make the Share Rights, when executed on behalf of the Company and countersigned by

or on behalf of the Share Rights Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize

the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration

of the mutual agreements herein contained, the parties hereto agree as follows:

Appointment of Share Rights Agent. The Company hereby appoints the Share Rights Agent to act as agent for the Company for the Share Rights, and the Share Rights Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

Share Rights.

2.1.

Form of Share Right. Each Share Right shall be issued in registered or book-entry form, as requested by the Company or the holder of a Share Right. Any Share Rights issued in registered form shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein, and shall be signed by, or bear the facsimile signature of the Chairman of the Board, the Chief Executive Officer, President, Chief Operating Officer, Executive Vice President, Chief Financial Officer, or Secretary. In the event the person whose facsimile signature has been placed upon any Share Right shall have ceased to serve in the capacity in which such person signed the Share Right before such Share Right is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.

2.2.

Effect of Countersignature. Except with respect to uncertificated Share Rights as described in Section 2.1, unless and until countersigned by the Share Rights Agent pursuant to this Agreement, a registered Share Right shall be invalid and of no effect and may not be exchanged for Ordinary Shares.

2.3.

Registration.

2.3.1.

Share Right Register. The Share Rights Agent shall maintain books (“Right Register”) for the registration of original issuance and the registration of transfer of the Share Rights. Upon the initial issuance of the Share Rights, the Share Rights Agent shall issue and register the Share Rights in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Share Rights Agent by the Company.

2.3.2.

Registered Holder. Prior to due presentment for registration of transfer of any Share Right, the Company and the Share Rights Agent may deem and treat the person in whose name such Share Right shall be registered upon the Share Right Register (“Registered Holder”) as the absolute owner of such Share Right and of each Share Right represented thereby (notwithstanding any notation of ownership or other writing on the Share Right Certificate made by anyone other than the Company or the Share Rights Agent), for the purpose of the exchange thereof, and for all other purposes, and neither the Company nor the Share Rights Agent shall be affected by any notice to the contrary.

2.4.

Detachability of Share Rights. The securities comprising the Units, including the Share Rights, will not be separately transferable until the fifty second (52nd) day after the date of the prospectus included in the Registration Statement (or, if such date is not a business day, the following business day) unless the Representative informs the Company of its decision to allow earlier separate trading, but in no event will separate trading of the securities comprising the Units begin until (i) the Company files a Current Report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering including the proceeds received by the Company from the exercise of the over-allotment option, if the over-allotment option is exercised on the date hereof, and (ii) the Company issues a press release and files a Current Report on Form 8-K announcing when such separate trading shall begin.

Terms and Exchange of Share Rights.

3.1.

Share Rights. Each Share Right shall entitle the holder thereof to receive one-seventh (1/7) of one Ordinary Share upon the happening of the Exchange Event (described below). Subject to Section 3.3.1 and Section 3.3.4 below with respect to the Registered Holders of Share Rights, in the event that the Company is not the surviving entity immediately following the Exchange Event, holders of Share Rights shall be entitled to automatically receive the kind and amount of securities or properties of the surviving entity as the holders of each one-seventh (1/7) of one Ordinary Share is entitled to receive in the Exchange Event. No additional consideration shall be paid by a holder of Share Rights in order to receive his, her or its Ordinary Shares upon the Exchange Event as the purchase price for such Ordinary Shares has been included in the purchase price for the Units. In no event will the Company be required to net cash settle the Share Rights or issue fractional Ordinary Shares.

3.2.

Exchange Event. The exchange event (the “Exchange Event”) shall be the Company’s consummation of an initial Business Combination (as defined in the Company’s amended and restated memorandum and articles of association (as may be amended, restated or amended and restated, the “Articles”).

3.3.

Exchange of Share Rights.

3.3.1.

Issuance of Certificates. As soon as practicable upon the occurrence of the Exchange Event, the Company shall direct Registered Holders of the Share Rights to return their Share Rights Certificates (physically or electronically) to the Share Rights Agent, subject to dissenter rights to the extent provided by applicable law, if any, in the event that the Company is not the surviving entity in a Business Combination. Upon receipt of a valid Share Rights Certificate, the Company shall issue to the Registered Holder of such Share Right(s) the number of whole Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it in the register of members of the Company; provided that in the event that the Company is not the surviving entity following the Exchange Event, the Company shall notify the registered holders of Share Rights at least two business days prior to the occurrence of the Exchange Event and the registered holders of Share Rights shall have the right to receive the kind and amount of securities or properties of the surviving entity pursuant to Section 3.3.4 of this Agreement provided that they affirmatively elect to such conversion, unless such requirement is otherwise waived by the Company. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Share Rights. The Company shall not issue fractional Ordinary Shares upon exchange of Share Rights. At the time of the Exchange Event, the Company will instruct the Share Rights Agent to round down to the nearest whole Ordinary Share or otherwise inform it how fractional shares will be addressed in accordance with Cayman Islands law and the Articles.

3.3.2.

Valid Issuance. All Ordinary Shares issued upon an Exchange Event in conformity with this Agreement and the Articles shall be validly issued, fully paid and nonassessable.

3.3.3.

Date of Issuance. Each person in whose name any certificate for Ordinary Shares is issued or whose name is entered into the register of members of the Company shall for all purposes be deemed to have become the holder of record of such shares on the date that the person’s name is entered into the register of members of the Company, which shall be the date of the Exchange Event, irrespective of the date of delivery of such certificate.

3.3.4.

Company Not Surviving Following Exchange Event. If the Exchange Event results in the Company not being the surviving entity, the definitive agreement will provide for the holders of Share Rights to receive the same kind and amount of securities or properties of the surviving entity as the holders of the Ordinary Shares will receive in the Exchange Event, for the number of Ordinary Shares such holder is entitled to pursuant to Section 3.3.1 above.

3.4.

Duration of Share Rights. If the Exchange Event does not occur within the time period as described in the Articles, and such Business Combination has not yet been consummated within the applicable time period, the Share Rights shall expire and shall be worthless.

Transfer and Exchange of Share Rights.

4.1.

Registration of Transfer. The Share Rights Agent shall register the transfer, from time to time, of any outstanding Share Right upon the Share Right Register, in the case of certificated Share Rights, upon surrender of such Share Right for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Share Right representing an equal aggregate number of Share Rights shall be issued and the old Share Right shall be cancelled by the Share Rights Agent. The Share Rights so cancelled shall be delivered by the Share Rights Agent to the Company from time to time upon request.

4.2.

Procedure for Surrender of Share Rights. Certificated Share Rights may be surrendered to the Share Rights Agent, together with a written request for exchange or transfer, and thereupon the Share Rights Agent shall issue in exchange therefor one or more new certificated Share Rights as requested by the Registered Holder of the Share Rights so surrendered, representing an equal aggregate number of Share Rights; provided, however, that in the event that a Share Right surrendered for transfer bears a restrictive legend, the Share Rights Agent shall not cancel such Share Right and issue new Share Rights in exchange therefor until the Share Rights Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Share Rights must also bear a restrictive legend.

4.3.

Fractional Share Rights. The Share Rights Agent will not issue fractional shares in connection with an exchange or transfer of Share Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with Cayman Islands law and the Articles. As a result, a holder must hold Share Rights in multiples of 7 in order to receive shares for all of their Share Rights upon an Exchange Event.

4.4.

Service Charges. No service charge shall be made for any exchange or registration of transfer of Share Rights.

4.5.

Adjustments to Conversion Ratios. The number of Ordinary Shares that the holders of Share Rights are entitled to receive as a result of the occurrence of an Exchange Event shall be equitably adjusted to reflect appropriately the effect of any share subdivision, share consolidation, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Ordinary Shares occurring on or after the date hereof and prior to the Exchange Event.

4.6.

Share Right Execution and Countersignature. The Share Rights Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Share Rights required to be issued pursuant to the provisions of this Section 4, and the Company, whenever required by the Share Rights Agent, will supply the Share Rights Agent with Share Rights duly executed on behalf of the Company for such purpose.

Other Provisions Relating to Share Rights of Holders of Share Rights.

5.1.

No Share Rights as Shareholder. Until exchange of a Share Right for Ordinary Shares as provided for herein, a Share Right does not entitle the Registered Holder thereof to any of the share rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other matter.

5.2.

Lost, Stolen, Mutilated, or Destroyed Share Rights. If any Share Right is lost, stolen, mutilated, or destroyed, the Company and the Share Rights Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Share Right, include the surrender thereof), issue a new Share Right of like denomination, tenor, and date as the Share Right so lost, stolen, mutilated, or destroyed. Any such new Share Right shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Share Right shall be at any time enforceable by anyone.

5.3.

Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares that will be sufficient to permit the exchange of all outstanding Share Rights issued pursuant to this Agreement.

Concerning the Share Rights Agent and Other Matters.

6.1.

Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Share Rights Agent in respect of the issuance or delivery of Ordinary Shares upon the exchange of Share Rights, but the Company shall not be obligated to pay any transfer taxes in respect of the Share Rights or such shares.

6.2.

Resignation, Consolidation, or Merger of Share Rights Agent.

6.2.1.

Appointment of Successor Share Rights Agent. The Share Rights Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Share Rights Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Share Rights Agent in place of the Share Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity by the Share Rights Agent or by the holder of the Share Right (who shall, with such notice, submit his, her or its Share Right for inspection by the Company), then the holder of any Share Right may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Share Rights Agent at the Company’s cost. Any successor Share Rights Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Share Rights Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Share Rights Agent with like effect as if originally named as Share Rights Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Share Rights Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Share Rights Agent all the authority, powers, and Share Rights of such predecessor Share Rights Agent hereunder; and upon request of any successor Share Rights Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Share Rights Agent all such authority, powers, rights, immunities, duties, and obligations.

6.2.2.

Notice of Successor Share Rights Agent. In the event a successor Share Rights Agent shall be appointed, the Company shall give notice thereof to the predecessor Share Rights Agent and the transfer agent for the Ordinary Shares not later than the effective date of any such appointment.

6.2.3.

Merger or Consolidation of Share Rights Agent. Any corporation into which the Share Rights Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Share Rights Agent shall be a party shall be the successor Share Rights Agent under this Agreement without any further act.

6.3.

Fees and Expenses of Share Rights Agent.

6.3.1.

Remuneration. The Company agrees to pay the Share Rights Agent reasonable remuneration for its services as such Share Rights Agent hereunder and will reimburse the Share Rights Agent upon demand for all expenditures that the Share Rights Agent may reasonably incur in the execution of its duties hereunder.

6.3.2.

Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Share Rights Agent for the carrying out or performing of the provisions of this Agreement.

6.4.

Liability of Share Rights Agent.

6.4.1.

Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Share Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chairman of the Board, the Chief Executive Officer, President, Chief Operating Officer, Executive Vice President, Chief Financial Officer or Secretary and delivered to the Share Rights Agent. The Share Rights Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

6.4.2.

Indemnity. The Share Rights Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. Subject to Section 6.6, the Company agrees to indemnify the Share Rights Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Share Rights Agent in the execution of this Agreement except as a result of the Share Rights Agent’s gross negligence or intentional misconduct.

6.4.3.

Exclusions. The Share Rights Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Share Right (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Share Right; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Share Right or as to whether any Ordinary Shares will, when issued, be valid and fully paid and nonassessable.

6.5.

Acceptance of Agency. The Share Rights Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth.

6.6.

Waiver. The Share Rights Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Share Rights Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.

Miscellaneous Provisions.

7.1.

Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Share Rights Agent shall bind and inure to the benefit of their respective successors and assigns.

7.2.

Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Share Rights Agent or by the holder of any Share Right to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Share Rights Agent), as follows:

Any notice, statement

or demand authorized by this Agreement to be given or made by the holder of any Share Right or by the Company to or on the Share Rights

Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service

within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Share Rights

Agent with the Company), as follows:

Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, NY 10004

Attn: Compliance Department

And

Catalyst Acquisition Corp.

1007 Ocean Avenue, Suite 501

Santa Monica, CA 90403

Attn: Steven P. Beeks

with a copy to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Attn: Stuart Neuhauser, Esq.

7.3.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Share Rights shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement, including under the Securities Act, shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 7.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Share Rights shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Share Rights holder, such Share Rights holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Share Rights holder in any such enforcement action by service upon such Share Rights holder’s counsel in the foreign action as agent for such Share Rights holder.

7.4.

Persons Having Share Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holders of the Share Rights and, any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Share Rights.

7.5.

Examination of this Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Share Rights Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Share Right. The Share Rights Agent may require any such holder to submit his, her or its Share Right for inspection by it.

7.6.

Counterparts; Electronic Signatures. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Copies of executed counterparts of this Agreement transmitted by electronic transmission (including by email or in .pdf format) or facsimile as well as electronically or digitally executed counterparts (such as DocuSign) shall have the same legal effect as original signatures and shall be considered irrevocable originally executed counterparts of this Agreement.

7.7.

Effect of Headings. The Section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

7.8.

Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders in any material respect. All other modifications or amendments shall require the written consent or vote of the Registered Holders of at least 50% of the then-outstanding Public Share Rights, to make any change that adversely affects the interests of the Registered Holders of Public Share Rights in any material respects and, solely with respect to any amendment to the terms of the Private Share Rights or Working Capital Share Rights or any provision of this Agreement with respect to the Private Share Rights, or Working Capital Share Rights (including, for the avoidance of doubt, the forfeiture or cancellation of any Private Share Rights or Working Capital Share Rights), 50% of the number of then outstanding Private Share Rights (including the vote or written consent of the Representative) and Working Capital Share Rights.

7.9.

Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

[Signature Page Follows]

IN WITNESS WHEREOF, this Agreement

has been duly executed by the parties hereto as of the day and year first above written.

CATALYST ACQUISITION CORP.

By:

/s/ Steven P. Beeks

Name:

Steven P. Beeks

Title:

Co-Chief Executive Officer

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

By:

/s/ Ana Gois

Name:

Ana Gois

Title:

Vice President

[Signature Page to Share Rights Agreement]

EXHIBIT A

Form of Share Right

NUMBER

RIGHTS

________R

CATALYST ACQUISITION CORP.

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP G1955J 112

THIS CERTIFIES THAT, for value received

_____________is the registered holder of a right

or rights (the “Share Right” or “Share Rights,” respectively) to receive one-seventh of one Class A ordinary share,

par value $0.0001 per share (“Ordinary Shares”), of Catalyst Acquisition Corp. (the “Company”) for each Share

Right evidenced by this Share Right Certificate on the Company’s completion of an initial business combination (as defined in the

prospectus relating to the Company’s initial public offering (“Prospectus”) upon surrender of this Share Right Certificate

pursuant to the Share Rights Agreement (the “Share Rights Agreement”) between the Company and Continental Stock Transfer &

Trust Company (the “Share Rights Agent”). In no event will the Company be required to net cash settle any Share Right.

Upon liquidation of the Company

in the event an initial business combination is not consummated during the required period as identified in the Company’s Amended

and Restated Memorandum and Articles of Association, as the same may be amended from time to time, the Share Right(s) shall expire and

be worthless. The holder of a Share Right or Share Rights shall have no right or interest of any kind in the Company’s trust account

(as defined in the Prospectus).

Upon due presentment for

registration of transfer of the Share Right Certificate at the office or agency of the Share Rights Agent a new Share Right Certificate

or Share Right Certificates of like tenor and evidencing in the aggregate a like number of Share Rights shall be issued to the transferee

in exchange for this Share Right Certificate, without charge except for any applicable tax or other governmental charge.

The Company and the Share

Rights Agent may deem and treat the registered holder as the absolute owner of this Share Right Certificate (notwithstanding any notation

of ownership or other writing hereon made by anyone), for the purpose of any conversion hereof, of any distribution to the registered

holder, and for all other purposes, and neither the Company nor the Share Rights Agent shall be affected by any notice to the contrary.

Holders of a Share Right

or Share Rights are not entitled to any of the rights of a shareholder of the Company.

Dated:

Secretary

[Corporate Seal]

Chief Executive Officer

2026

The following abbreviations, when used in the

inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or

regulations:

TEN COM

–

as tenants in common

UNIF GIFT MIN ACT-_____Custodian_____

TEN ENT

–

as tenants by the entireties

(Cust) (Minor)

JT TEN

–

as joint tenants with right of survivorship

and not as tenants in common Act

under Uniform Gifts to Minors Act _____________ (State)

Additional Abbreviations may also be used though

not in the above list.

CATALYST ACQUISITION CORP.

The Company will furnish without

charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional or other special

rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences

and/or rights. This certificate and the rights represented thereby are issued and shall be held subject to all the provisions of the Share

Rights Agreement, and all amendments thereto, to all of which the holder of this certificate by acceptance hereof assents.

For value received,___________________________

hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

Rights represented by the within Certificate, and do hereby irrevocably

constitute and appoint

_______________________________________________________________________________________Attorney

to transfer the said Rights on the books of the within named Company will full power of substitution in the premises.

Dated ___________

Notice:

The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.

Signature(s) Guaranteed:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).

EX-10.1 — INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED JULY 27, 2026, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE

EX-10.1

Filename: ea029962301ex10-1.htm · Sequence: 5

Exhibit 10.1

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management

Trust Agreement (this “Agreement”) is made effective as of July 27, 2026 by and between Catalyst Acquisition

Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company,

a New York corporation (the “Trustee”).

WHEREAS, the Company’s

registration statement on Form S-1 (File No. 333-297309) (the “Registration Statement”) and prospectus (the

“Prospectus”) for the initial public offering of the Company’s units (the “Units”),

each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”),

and one right to receive one-seventh (1/7) of one Ordinary Share upon the consummation of the Company’s initial business combination

(such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of

the date hereof by the U.S. Securities and Exchange Commission;

WHEREAS, the Company has

entered into an Underwriting Agreement (the “Underwriting Agreement”) with Santander US Capital Markets LLC as

representative (the “Representative”) of the underwriters (the “Underwriters”) named

therein;

WHEREAS, as described in

the Registration Statement, $200,000,000 of the gross proceeds of the Offering and sale of the Private Placement Units (as defined in

the Underwriting Agreement) (or $230,000,000 if the Underwriters’ over-allotment option is exercised in full) will be delivered

to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust

Account”) for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering

as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein

as the “Property,” the shareholders for whose benefit the Trustee shall hold the Property will be referred to

as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together as the

“Beneficiaries”);

WHEREAS, pursuant to the

Underwriting Agreement, a portion of the Property equal to up to $6,000,000, or up to $6,900,000 if the Underwriters’ over-allotment

option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to

the Representative upon the consummation of the Business Combination (as defined below) (such discounts and commissions, the “Deferred

Discount”); and

WHEREAS, the Company and

the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.

NOW THEREFORE, IT IS AGREED:

1. Agreements and Covenants

of Trustee. The Trustee hereby agrees and covenants to:

(a) Hold the Property in trust

for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States

at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) and at

a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;

(b) Manage, supervise and

administer the Trust Account subject to the terms and conditions set forth herein;

of written instruction of the Company, (i) invest and reinvest the Property solely in United States government securities within the meaning

of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds

meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940,

as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, (ii) hold the Property as uninvested

cash or (iii) hold the Property in an interest or non-interest bearing demand deposit account at a U.S. chartered commercial bank with

consolidated assets of $100 billion or more selected by the Trustee that is reasonably satisfactory to the Company; the Trustee may not

invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested

awaiting the Company’s instructions hereunder, and while invested or uninvested, the Trustee may earn bank credits or other consideration

during such periods;

(d) Collect and receive, when

due, all interest or other income arising from the Property, which shall become part of the “Property,” as such

term is used herein;

(e) Promptly notify the Company

and the Representative of all communications received by the Trustee with respect to any Property requiring action by the Company;

(f) Supply any necessary information

or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax

returns relating to assets held in the Trust Account or in connection with the preparation of the Company’s financial statements

or completion of the audit of the Company’s financial statements by the Company’s auditors;

(g) Participate in any plan

or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to

do so;

(h) Render to the Company

monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust

Account;

(i) Commence liquidation of

the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination

Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable,

signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairperson of the board

of directors of the Company (the “Board”) or other director or authorized officer of the Company, and, in the

case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute

the Property in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes

payable or owed and, in the case of Exhibit B, less up to $100,000 of interest to pay liquidation and dissolution expenses), only

as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) 24 months

after the closing of the Offering (or such earlier date as the Company’s board of directors may approve); and (2) such later date

as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles

of association, as may be amended from time to time (the “Memorandum and Articles”) (such period, the “Completion

Window”), if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall

be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the

Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable or owed

and up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date;

(j) Upon written request from

the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax

Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest earned

on the Property requested by the Company to cover any tax obligation owed by the Company, which amount shall be delivered directly to

the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant

taxing authority, so long as there is no reduction in the aggregate principal amount per share initially deposited in the Trust Account;

provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the

Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution

(it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the

Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled

to said funds, and the Trustee shall have no responsibility to look beyond said request;

(k) Upon written request from

the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder

Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company the amount requested by the Company

to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a shareholder vote to approve an amendment

to the Memorandum and Articles not for the purposes of approving, or in conjunction with the consummation of, a Business Combination (as

defined below) (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business

Combination or to redeem one hundred per cent (100%) of the Public Shares if the Company has not consummated a Business Combination within

the Completion Window or (B) with respect to any other material provisions relating to the rights of holders of Ordinary Shares or pre-initial

Business Combination activity. The written request of the Company referenced above shall constitute presumptive evidence that the Company

is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and

(l) Not make any withdrawals

or distributions from the Trust Account other than pursuant to Sections 1(i), 1(j), or 1(k) above.

2. Agreements and Covenants

of the Company. The Company hereby agrees and covenants to:

(a) Give all instructions

to the Trustee hereunder in writing, signed by the Company’s Chairperson of the Board, President, Chief Executive Officer, Chief

Financial Officer, Secretary or other director or authorized officer of the Company. In addition, except with respect to its duties under

Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal

or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized

above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;

(b) Subject to Section

4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel

fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any

action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in

any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the

Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after

the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee

intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred

to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such

Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel,

which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written

consent of the Company, which such consent shall not be unreasonably withheld, conditioned, or delayed; provided, further that the Company

may conduct and manage the defense against any Indemnified Claim if the Trustee does not promptly take reasonable steps to mount such

a defense. The Company may participate in such action with its own counsel;

set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee and transaction processing fee which

fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used

to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k) hereof. The Company

shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company

shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A

and as may be provided in Section 2(b) hereof;

(d) In connection with any

vote of the Company’s shareholders regarding a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization

or similar business combination involving the Company and one or more businesses or entities (the “Business Combination”),

provide to the Trustee an affidavit or certificate of the inspector of elections for the general meeting verifying the vote of such shareholders

regarding such Business Combination;

(e) Provide the Representative

with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal

from the Trust Account promptly after it issues the same;

(f) Unless otherwise agreed

between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection

with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account

or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of funds held in the Trust Account to the

Company or any other person;

(g) Instruct the Trustee to

make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions

that are not permitted under this Agreement; and

(h) Within four (4) business

days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires,

provide the Trustee with a notice in writing of the total amount of the Deferred Discount.

3. Limitations of Liability.

The Trustee shall have no responsibility or liability to:

(a) Imply obligations, perform

duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly

set forth herein;

(b) Take any action with respect

to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except

for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;

for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect

to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the

Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;

(d) Refund any depreciation

in principal of any Property;

(e) Assume that the authority

of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation,

or unless the Company shall have delivered a written revocation of such authority to the Trustee;

(f) The other parties hereto

or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the

Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively

and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by

the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as

to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information

therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by

the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission

of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper

party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;

(g) Verify the accuracy of

the information contained in the Registration Statement;

(h) Provide any assurance

that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration

Statement;

(i) File information returns

with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company

documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;

(j) Prepare, execute and file

tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust

Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax obligations,

except pursuant to Section 1(j) hereof; or

(k) Verify calculations, qualify

or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) and 1(k)

hereof.

4. Trust Account Waiver.

The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any

monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now

or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under

Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside

the Trust Account and not against the Property or any monies in the Trust Account.

5. Termination.

This Agreement shall terminate as follows:

(a) If the Trustee gives written

notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor

trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the

Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee shall

transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports

and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in the event

that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the

Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United States District

Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever;

(b) At such time that the

Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i)

hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except

with respect to Section 2(b); or

consummated within ten (10) business days of the date of this Agreement,

any funds received by the Trustee from the Company

or Sponsor for purposes of funding the Trust Account shall be promptly returned to the Company or Sponsor, as applicable.

6. Miscellaneous.

(a) The Company and the Trustee

each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust

Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized

persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access

to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon

all information supplied to it by the Company, including, account names, account numbers and all other identifying information relating

to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence,

fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information

or transmission of the funds.

(b) This Agreement shall be

governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law

principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several

original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.

the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i),

1(j), 1(k) and 1(l) hereof (which sections may not be modified, amended or deleted unless such modification, amendment or

deletion is approved by the affirmative vote of two-thirds of the then outstanding Ordinary Shares and Class B ordinary shares, par value

$0.0001 per share, of the Company, which are represented in person or by proxy and are voted at a general meeting of the Company, voting

together as a single class; provided that no such amendment will affect any Public Shareholder who has properly elected to redeem

his, her or its Ordinary Shares in connection with a shareholder vote to approve an amendment to this Agreement (A) to modify the substance

or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem one hundred per

cent (100%) of the Public Shares if the Company has not consummated a Business Combination within the Completion Window or (B) with respect

to any other material provisions relating to the rights of holders of Ordinary Shares or pre-initial Business Combination activity) this

Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing

signed by each of the parties hereto.

(d) The parties hereto consent

to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving

any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT

TO TRIAL BY JURY.

(e) Any notice, consent or

request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express

mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile or email transmission:

if to the Trustee, to:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

Email: fwolf@continentalstock.com

Email: cgonzalez@continentalstock.com

if to the Company, to:

Catalyst Acquisition Corp.

1007 Ocean Avenue, Suite 501

Santa Monica, CA 90403

Telephone: (310) 404-1687

Attn: Steven P. Beeks, Co-CEO

in each case, with copies to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

(212) 370-1300

Attn: Stuart Neuhauser, Esq.

and

Santander US Capital Markets LLC

437 Madison Avenue

New York, NY 10022

Attn: Equity Capital Markets

(f) Each of the Company and

the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform

its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed

against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.

(g) This Agreement is the

joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement

of such parties and shall not be construed for or against any party hereto.

(h) Each of the Company and

the Trustee hereby acknowledges and agrees that the Representative, on behalf of the Underwriters, is a third-party beneficiary of this

Agreement.

(i) Except as specified herein,

no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity without the prior

written consent of the other.

[Signature Page Follows]

IN WITNESS WHEREOF,

the parties have duly executed this Investment Management Trust Agreement as of the date first written above.

Continental Stock Transfer & Trust Company, as Trustee

By:

/s/ Francis Wolf

Name:

Francis Wolf

Title:

Vice President

Catalyst Acquisition Corp.

By:

/s/ Steven P. Beeks

Name:

Steven P. Beeks

Title:

Co-Chief Executive Officer

[SIGNATURE PAGE TO INVESTMENT MANAGEMENT TRUST

AGREEMENT]

SCHEDULE A

Fee Item

Time and method of payment

Amount

Initial set-up fee

Initial closing of Offering by wire transfer.

3,500.00

Trustee administration fee

Payable annually. First year fee payable at initial closing of Offering by wire transfer; thereafter, payable by wire transfer or check.

10,000.00

Transaction processing fee for disbursements to Company under Sections 1(i), 1(j) and 1(k)

Billed to Company following disbursement made to Company under Section 1.

250.00

Paying Agent services as required pursuant to Sections 1(i) and 1(k)

Billed to Company upon delivery of service pursuant to Sections 1(i) and 1(k).

Prevailing rates

SCHEDULE A

Exhibit A

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

Re:

Trust Account—Termination Letter

Dear Mr. Wolf & Ms. Gonzalez:

Pursuant to Section 1(i)

of the Investment Management Trust Agreement between Catalyst Acquisition Corp. (the “Company”) and Continental

Stock Transfer & Trust Company (the “Trustee”), dated as of July 27, 2026 (the “Trust Agreement”),

this is to advise you that the Company has entered into an agreement with [●] (the “Target Business”)

to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date].

The Company shall notify you at least seventy-two (72) hours in advance of the actual date of the consummation of the Business Combination

(the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in

the Trust Agreement.

In accordance with the terms

of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds

into the trust operating account in the United States at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all

of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct

on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters with respect to the Deferred

Discount). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.P. Morgan Chase Bank,

N.A. awaiting distribution, the Company will not earn any interest or dividends.

On the Consummation Date

(i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated

concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”), (ii)

the Company shall deliver to you (a) a certificate of the Chief Executive Officer or Chief Financial Officer of the Company, which verifies

that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b) a joint written

instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including

payment of amounts owed to Public Shareholders who have properly exercised their redemption rights and payment of the Deferred Discount

directly to the account or accounts directed by the Representative from the Trust Account (the “Instruction Letter”).

You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification

and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust

Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company

shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company.

Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the

Trust Account, your obligations under the Trust Agreement shall be terminated.

In the event that the Business

Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the

original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the

funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately

following the Consummation Date as set forth in such written instructions as soon thereafter as possible.

Very truly yours,

Catalyst Acquisition Corp.

By:

Name:

Title:

Agreed and acknowledged by:

Santander US Capital Markets LLC

By:

Name:

Title:

Exhibit B

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

Re:

Trust Account—Termination Letter

Dear Mr. Wolf and Ms. Gonzalez:

Pursuant to Section 1(i)

of the Investment Management Trust Agreement between Catalyst Acquisition Corp. (the “Company”) and Continental

Stock Transfer & Trust Company (the “Trustee”), dated as of _____, 2026 (the “Trust Agreement”),

this is to advise you that [the Company has been unable to effect a business combination with a Target Business within the time frame

specified in the Company’s amended and restated memorandum and articles of association, as may be amended from time to time (the

“Memorandum and Articles”)] OR [the Company’s board of directors has determined to terminate the period

in which the Company must consummate a Business Combination on ____, 20___ pursuant to the Company’s amended and restated memorandum

and articles of association, as may be amended from time to time (the “Memorandum and Articles”)] as described

in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set

forth in the Trust Agreement.

accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer

the total proceeds into the trust operating account in the United States at J.P. Morgan Chase Bank, N.A. to await distribution to the

Public Shareholders, less taxes payable or owed and up

to $100,000 to cover dissolution expenses of the Company. In accordance with the terms of the Trust Agreement, you are hereby directed

and authorized to transfer (via wire transfer) such amount for dissolution expenses of $_____ promptly upon your receipt of this letter

to the Company’s operating account at:

[WIRE INSTRUCTION INFORMATION]

The Company has selected

[●], 20[●]1 as the effective date for the purpose of determining when the Public Shareholders will be entitled

to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying

Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement

and the Amended and Restated Memorandum and Articles of Association. Upon the distribution of all the funds, net of any payments necessary

for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated,

except to the extent otherwise provided in Section 1(j) of the Trust Agreement.

Very truly yours,

Catalyst Acquisition Corp.

By:

Name:

Title:

cc:

Santander US Capital Markets LLC

1 24

months after the closing date of the Offering, such earlier date as the Company’s board of directors may approve, or such later

date as the Company’s shareholders may approve.

Exhibit C

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

Re:

Trust Account—Tax Payment Withdrawal Instruction

Dear Mr. Wolf and Ms. Gonzalez:

Pursuant to Section 1(j)

of the Investment Management Trust Agreement between Catalyst Acquisition Corp. (the “Company”) and Continental

Stock Transfer & Trust Company (the “Trustee”), dated as of _____, 2026 (the “Trust Agreement”),

the Company hereby requests that you deliver to the Company $[●] of the interest income earned on the Property as of the date hereof.

Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

The Company needs such funds

to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,

you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s

operating account at:

[WIRE INSTRUCTION INFORMATION]

Very truly yours,

Catalyst Acquisition Corp.

By:

Name:

Title:

cc:

Santander US Capital Markets LLC

Exhibit D

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

Re:

Trust Account—Shareholder Redemption Withdrawal Instruction

Dear Mr. Wolf and Ms. Gonzalez:

Pursuant to Section 1(k)

of the Investment Management Trust Agreement between Catalyst Acquisition Corp. (the “Company”) and Continental

Stock Transfer & Trust Company (the “Trustee”), dated as of July 27, 2026 (the “Trust Agreement”),

the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[●] of the principal and interest

income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution

to the Public Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall

have the meanings set forth in the Trust Agreement.

The Company needs such funds

to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder

vote to approve an amendment to the Company’s amended and restated memorandum and articles of association, as may be amended from

time to time (the “Memorandum and Articles”) not for the purposes of approving, or in conjunction with the consummation

of, a Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with

a Business Combination or to redeem one hundred per cent (100%) of the Public Shares if the Company has not consummated a Business Combination

within the Completion Window or (B) with respect to any other material provisions relating to the rights of holders of Ordinary Shares

or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds

promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures.

Very truly yours,

Catalyst Acquisition Corp.

By:

Name:

Title:

cc:

Santander US Capital Markets LLC

EX-10.2 — REGISTRATION RIGHTS AGREEMENT, DATED JULY 27, 2026, BY AND AMONG THE COMPANY AND CERTAIN SECURITY HOLDERS

EX-10.2

Filename: ea029962301ex10-2.htm · Sequence: 6

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”),

dated as of July 27, 2026, is made and entered into by and among Catalyst Acquisition Corp., a Cayman Islands exempted company (the “Company”),

and Catalyst Sponsor LLC, a Delaware limited liability company (the “Sponsor’) (the Sponsor with any person

or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder”

and collectively the “Holders”).

RECITALS

WHEREAS, the Company intends to consummate

an initial public offering of the Company’s units (the “IPO”), each unit consisting of one Class

A Ordinary Share, par value $0.0001 per share (the “Ordinary Shares”), of the Company, and one right to receive

one-seventh (1/7) of one Ordinary Share upon the consummation of the Company’s initial business combination (a “Public

Share Right”);

WHEREAS, the Company has 5,750,000 Class

B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 750,000

of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s

initial public offering exercise their over-allotment option;

WHEREAS, the Founder Shares are convertible

into Ordinary Shares, on the terms and conditions provided in the Company’s amended and restated memorandum and articles of association;

WHEREAS, on the date hereof, the Company

and the Sponsor have entered into that certain Sponsor Private Placement Units Purchase Agreement (the “Sponsor Private Placement

Units Purchase Agreement”), pursuant to which the Sponsor agreed to purchase an aggregate of 270,000 units (the “Sponsor

Private Placement Units”), each Private Placement Unit consisting of one Ordinary Share (the “Sponsor Private

Placement Shares”) and one right (a “Sponsor Private Share Right”) to receive one-seventh (1/7)

of one Ordinary Share upon the consummation of the Company’s initial business combination (whether or not the over-allotment option

in connection with the IPO is exercised in full) in a private placement transaction occurring simultaneously with the closing of the IPO;

WHEREAS, in order to finance the Company’s

transaction costs in connection with its search for and consummation of an initial Business Combination (as defined below), the Sponsor,

its affiliates or any of the Company’s officers and directors may loan to the Company funds as the Company may require, of which

up to $1,500,000 of such loans may be convertible into additional units (the “Working Capital Units”) at a price

of $10.00 per Working Capital Unit at the option of the lender. Each Working Capital Unit will consist of one Ordinary Share (the “Working

Capital Shares”) and one Private Share Right to receive one-seventh (1/7) of one Ordinary Share upon the consummation of

the Company’s initial business combination; and

WHEREAS, the Company and the Holders desire

to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain

securities of the Company, as set forth in this Agreement.

NOW, THEREFORE, in consideration of the

representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency

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

ARTICLE 1

DEFINITIONS

1.1 Definitions. The terms defined in this ARTICLE 1

shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Adverse Disclosure”

shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the principal executive

officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made

in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue

statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus

and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required

to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for

not making such information public.

“Agreement”

shall have the meaning given in the Recitals.

“Board”

shall mean the Board of Directors of the Company.

“Business Combination”

shall mean any merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination involving

the Company and one or more businesses or entities.

“Commission”

shall mean the United States Securities and Exchange Commission.

“Company”

shall have the meaning given in the Recitals.

“Demand Registration”

shall have the meaning given in subsection 2.1.1.

“Demanding Holder”

shall have the meaning given in subsection 2.1.1.

“Exchange Act”

shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Form S-1”

shall have the meaning given in subsection 2.1.1.

“Form S-3”

shall have the meaning given in subsection 2.3.

“Founder Shares”

shall have the meaning given in the Recitals hereto and shall be deemed to include the Ordinary Shares issuable upon conversion thereof.

“Founder Shares

Lock-up Period” shall mean, with respect to the Founder Shares and any Ordinary Shares issuable upon conversion thereof,

the period ending on the earlier of (i) one year after the completion of the Company’s initial Business Combination, (ii) subsequent

to the completion of the Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as

adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any

20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or

(iii) subsequent to the initial Business Combination, the date on which the Company completes a subsequent liquidation, merger, share

exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange

their Class A Ordinary Shares for cash, securities or other property.

“Holders”

shall have the meaning given in the Recitals.

“Insider Letter”

shall mean that certain letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and each of the Company’s

officers and directors.

“IPO”

shall have the meaning given in the Recitals.

“Maximum Number

of Securities” shall have the meaning given in subsection 2.1.4.

“Misstatement”

shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement

or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the light of the circumstances under

which they were made) not misleading.

“Ordinary Shares”

shall have the meaning given in the Recitals hereto.

“Permitted Transferees”

shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior

to the expiration of the Founder Shares Lock-up Period, Private Placement Lock-up Period or any other lock-up period, as the case may

be, under the Insider Letter, the Private Placement Warrants Units Purchase Agreement, this Agreement and any other applicable agreement

between such Holder and the Company, and to any transferee thereafter.

“Piggyback Registration”

shall have the meaning given in subsection 2.2.1.

“Private Placement

Lock-up Period” shall mean, with respect to Private Placement Units (and the underlying securities), that are held by the

initial purchasers of such Private Placement Units or their Permitted Transferees, the period ending 30 days after the completion of the

Company’s initial Business Combination.

“Private Placement

Shares” shall have the meaning given in the Recitals hereto.

“Private Placement

Units” shall have the meaning given in the Recitals hereto.

“Private Placement

Units Purchase Agreement” shall have the meaning given in the Recitals hereto.

“Pro Rata”

shall have the meaning given in subsection 2.1.4 of this Agreement.

“Prospectus”

shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended

by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Security”

shall mean (a) the Founder Shares and the Ordinary Shares issued or issuable upon the conversion of any Founder Shares, (b) the Private

Placement Units (including any Ordinary Shares underlying the Private Placement Units and any Ordinary Shares issued or issuable upon

the conversion of the Private Share Rights), (c) any outstanding Ordinary Shares or any other equity security (including the Ordinary

Shares issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement

or acquired prior to or in connection with the Business Combination, which, for the avoidance of doubt, shall include any Ordinary Shares

received by a Holder on or after the date hereof as a distribution from the Sponsor in connection with its liquidation and dissolution,

(d) any Working Capital Units (including any Ordinary Shares underlying the Working Capital Units and any Ordinary Shares issued or issuable

upon the conversion of the underlying Private Share Rights included in the Working Capital Units), (e) any equity securities (including

the Ordinary Shares issued or issuable upon the exercise of any such equity security) of the Company held by a Holder on or after the

date of the Business Combination to the extent that such securities are “restricted securities” (as defined in Rule 144) or

are otherwise held by an “affiliate” (as defined in Rule 144) of the Company and (f) any other equity security of the Company

issued or issuable with respect to any such Ordinary Share by way of a share capitalization or share sub-division or in connection with

a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable

Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such

securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or

exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates

for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution

of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D)

such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated

thereafter by the Commission) (but with no volume or other restrictions or limitations including as to manner or timing of sale or current

public information requirements); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution

or other public securities transaction.

“Registration”

shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements

of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration

Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

(A) all registration and filing fees (including fees with respect

to filings required to be made with the Financial Industry Regulatory Authority, Inc. and any securities exchange on which the Ordinary

Shares are then listed);

(B) fees and expenses of compliance with securities or blue sky

laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable

Securities);

(D) reasonable fees and disbursements of counsel for the Company;

(E) reasonable fees and disbursements of all independent registered

public accountants of the Company incurred specifically in connection with such Registration; and

(F) reasonable fees and expenses of one (1) legal counsel selected

by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered for offer and sale in the applicable

Registration.

“Registration

Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this

Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements

to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Requesting Holder”

shall have the meaning given in subsection 2.1.1.

“Securities Act”

shall mean the Securities Act of 1933, as amended from time to time.

“Shelf”

shall have the meaning given in subsection 2.3.1.

“Sponsor”

shall have the meaning given in the Recitals hereto.

“Sponsor Private

Placement Units” shall have the meaning given in the Recitals hereto.

“Sponsor Private

Placement Units Purchase Agreement” shall have the meaning given in the Recitals hereto.

“Sponsor Private

Placement Shares” shall have the meaning given in the Recitals hereto.

“Sponsor Private

Share Rights” shall have the meaning given in the Recitals hereto.

“Subsequent Shelf

Registration” shall have the meaning given in subsection 2.3.2.

“Takedown Requesting

Holder” shall have the meaning given in subsection 2.3.3.

“Underwriter”

shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such

dealer’s market-making activities.

“Underwritten

Registration” or “Underwritten Offering” shall mean a Registration in which securities of the

Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

“Underwritten

Shelf Takedown” shall have the meaning given in subsection 2.3.3.

“Working Capital

Units” shall have the meaning given in the Recitals hereto.

ARTICLE 2

REGISTRATIONS

2.1

Demand Registration.

2.1.1

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, the Holders of at least a majority of the then-outstanding number of Registrable Securities (the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

2.1.2

Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; and provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.

2.1.3

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.

2.1.4

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

2.1.5

Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.

2.2

Piggyback Registration.

2.2.1

Piggyback Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.3.3.

2.2.2

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown), in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Ordinary Shares that the Company desires to sell, taken together with (i) the Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:

(a)

If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof (pro rata based on the respective number of Registrable Securities that such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;

(b)

If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata based on the number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Registration, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

2.2.3

Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.

2.2.4

Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

2.3

Shelf Registration.

2.3.1 The Holders of Registrable Securities may at any time, and from

time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter

by the Commission), register the resale of any or all of their Registrable Securities on Form S-3 or any similar short form registration

statement that may be available at such time (“Form S-3”), or if the Company is ineligible to use Form S-3, on Form S-1;

a registration statement filed pursuant to this subsection 2.3.1 (a “Shelf”) shall provide for the resale of the Registrable

Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder. Within

five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration

on a Shelf, the Company shall promptly give written notice of the proposed Registration to all other Holders of Registrable Securities,

and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities

in such Registration shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from

the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such

written request for a Registration on a Shelf, the Company shall register all or such portion of such Holder’s Registrable Securities

as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders

joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company

shall not be obligated to effect any such Registration pursuant to this subsection 2.3.1 if the Holders of Registrable Securities, together

with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable

Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000. The Company shall

maintain each Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective

amendments, and supplements as may be necessary to keep such Shelf continuously effective, available for use and in compliance with the

provisions of the Securities Act until such time as there are no longer any Registrable Securities included on such Shelf. In the event

the Company files a Shelf on Form S-1, the Company shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3

as soon as practicable after the Company is eligible to use Form S-3.

2.3.2

If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities included thereon are still outstanding, the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities including on such Shelf, and pursuant to any method or combination of methods legally available to, and requested by, any Holder. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities included thereon. Any such Subsequent Shelf Registration shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form. In the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon request of a Holder shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, a Shelf (including by means of a post-effective amendment) or a Subsequent Shelf Registration and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms hereof; provided, however, the Company shall only be required to cause such Registrable Securities to be so covered once annually after inquiry of the Holders.

2.3.3

At any time and from time to time after a Shelf has been declared effective by the Commission, the Sponsor may request to sell all or any portion of its Registrable Securities in an underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $10,000,000. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least 48 hours prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company shall include in any Underwritten Shelf Takedown the securities requested to be included by any holder (each a “Takedown Requesting Holder”) at least 24 hours prior to the public announcement of such Underwritten Shelf Takedown pursuant to written contractual piggyback registration rights of such holder (including to those set forth herein). The Sponsor shall have the right to select the underwriter(s) for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior approval which shall not be unreasonably withheld, conditioned or delayed. For purposes of clarity, any Registration effected pursuant to this subsection 2.3.3 shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

2.3.4

If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Sponsor and the Takedown Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Takedown Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell, exceeds the Maximum Number of Securities, then the Company shall include in such Underwritten Shelf Takedown, as follows: (i) first, the Registrable Securities of the Sponsor that can be sold without exceeding the Maximum Number of Securities, determined Pro Rata based on the respective number of Registrable Securities that each such Holder has so requested to be included in such Underwritten Shelf Takedown; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities of the Takedown Requesting Holders, if any, that can be sold without exceeding the Maximum Number of Securities, determined Pro Rata based on the respective number of Registrable Securities that each Takedown Requesting Holder has so requested to be included in such Underwritten Shelf Takedown.

2.3.5

The Sponsor shall have the right to withdraw from an Underwritten Shelf Takedown for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Underwritten Shelf Takedown prior to the public announcement of such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to a withdrawal under this subsection 2.3.5.

2.4

Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairperson of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period.

2.5

Legends. In connection with any sale or other disposition of the Registrable Securities by a Holder pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) and upon compliance by the Holder with the requirements of this Section 2.5, if requested by the Holder, the Company shall cause the transfer agent for the Registrable Securities (the “Transfer Agent”) to remove any restrictive legends related to the book entry account holding such Registrable Securities and make a new, unlegended entry for such book entry shares sold or disposed of without restrictive legends within two (2) trading days of any such request therefor from the Holder; provided that the Company and the Transfer Agent have timely received from the Holder customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith. Subject to receipt from the Holder by the Company and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, the Holder may request that the Company remove any legend from the book entry position evidencing its Registrable Securities and the Company will, if required by the Transfer Agent, use its commercially reasonable efforts cause an opinion of the Company’s counsel be provided, in a form reasonably acceptable to the Transfer Agent, to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities Act, following the earliest of such time as such Registrable Securities (i) are subject to or have been or are about to be sold pursuant to an effective registration statement or (ii) have been or are about to be sold pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission). If restrictive legends are no longer required for such Registrable Securities pursuant to the foregoing, the Company shall, in accordance with the provisions of this section and within two (2) trading days of any request therefor from the Holder accompanied by such customary and reasonably acceptable representations and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry shares. The Company shall be responsible for the fees of its Transfer Agent, its legal counsel and all DTC fees associated with such issuance.

ARTICLE 3

COMPANY PROCEDURES

3.1

General Procedures. If at any time on or after the date the Company consummates a Business Combination the Company is required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

3.1.1

prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;

3.1.2

prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

3.1.3

prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ and Underwriters’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders and Underwriters may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

3.1.4

prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5

cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

3.1.6

provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7

advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8

at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement furnish a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation, providing copies promptly upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus;

3.1.9

notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;

3.1.10

permit a representative of the Holders (such representative to be selected by a majority of the participating Holders), the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information; and provided further, the Company may not include the name of any Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement or Prospectus, any amendment or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder or Underwriter and providing each such Holder or Underwriter a reasonable amount of time to review and comment on such applicable document, which comments the Company shall include unless contrary to applicable law;

3.1.11

obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.12

on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;

3.1.13

in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;

3.1.14

make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);

3.1.15

if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and

3.1.16

otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.

3.2

Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

3.3

Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

3.4

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.

3.5

Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

ARTICLE 4

INDEMNIFICATION AND CONTRIBUTION

4.1

Indemnification.

4.1.1

The Company agrees to indemnify, to the extent permitted by law and the Company’s amended and restated memorandum and articles of association, each Holder of Registrable Securities, its officers and directors and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

4.1.2

In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.1.3

Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (plus local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.1.4

The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

4.1.5

If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

4.2

Waiver of Medallion Guaranty. The Company agrees to use commercially reasonable efforts to enter into an indemnification agreement in customary form, in favor of Continental Stock Transfer & Trust Company (or any successor transfer agent or warrant agent of the Company) in connection with the waiver of any requirement to provide a medallion guarantee in connection with any Transfer of any equity securities of the Company by the Sponsor or any of its Permitted Transferees.

ARTICLE 5

MISCELLANEOUS

5.1

Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 1701 Village Center Circle, Las Vegas, NV 89134, and, if to any Holder, at such Holder’s address or contact information as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.

5.2

Assignment; No Third Party Beneficiaries.

5.2.1

This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

5.2.2

Prior to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement.

5.2.3

This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.

5.2.4

This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof.

5.2.5

No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

5.3

Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

5.4

Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED IN THE CITY OF NEW YORK, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.

5.5

Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder of the capital shares of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.6

Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

5.7

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities without registration pursuant to Rule 144 (or any similar provision) under the Securities Act with no volume or other restrictions or limitations. The provisions of Section 3.5 and ARTICLE 4 shall survive any termination.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have caused

this Agreement to be executed as of the date first written above.

COMPANY:

CATALYST ACQUISITION CORP.,

a Cayman Islands exempted company

By:

/s/ Steven P. Beeks

Name:

Steven P. Beeks

Title:

Co-Chief Executive Officer

HOLDERS:

CATALYST SPONSOR LLC,

a Delaware limited liability company

By:

/s/ Steven P. Beeks

Name:

Steven P. Beeks

Title:

Managing Member

[Signature Page to Registration Rights Agreement]

EX-10.3 — PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, DATED JULY 27, 2026, BY AND BETWEEN THE COMPANY AND THE SPONSOR

EX-10.3

Filename: ea029962301ex10-3.htm · Sequence: 7

Exhibit 10.3

PRIVATE

PLACEMENT UNITS PURCHASE AGREEMENT

THIS

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of July 27, 2026 (as it may from time to time be amended, this “Agreement”),

is entered into by and between Catalyst Acquisition Corp., a Cayman Islands exempted company (the “Company”), and

Catalyst Sponsor LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS,

the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”),

each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”),

and one right to receive one-seventh (1/7) of one Ordinary Share upon the consummation of the Company’s initial business combination.

The Purchaser has agreed to purchase an aggregate of 270,000 private placement units (whether or not the over-allotment option in connection

with the Public Offering is exercised in full) (the “Private Placement Units”), each Private Placement Unit comprised

of one Ordinary Share (each, a “Private Placement Share”) and one right (the “Private Share Right”)

to receive one-seventh (1/7) of one Ordinary Share upon the consummation of an initial business combination.

NOW

THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

AGREEMENT

Section

1. Authorization, Purchase and Sale; Terms of the Private Placement Units.

Authorization of the Private Placement Units. The Company has duly authorized the issuance and sale of the Private Placement Units

to the Purchaser.

Purchase and Sale of the Private Placement Units. Upon the terms and subject to the conditions of this Agreement, on the date

of the consummation of Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the

“Closing Date”), Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the

Purchaser 270,000 Private Placement Units at a price per unit of $10.00 for an aggregate purchase price of $2,700,000 (the “Purchase

Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one business day prior

to the Closing Date in accordance with the Company’s wiring instructions. On the Closing Date, upon the payment by the Purchaser

of the Purchase Price, the Company shall, at its option, deliver to the Purchaser the certificates representing the Private Placement

Units purchased or effect such delivery in book-entry form.

Terms of the Private Placement Units.

(i)

Each Private Placement Unit shall have the terms set forth herein. Each Private Share Right shall have the terms set forth in a Share

Rights Agreement dated the date hereof (the “Share Rights Agreement”) by and between the Company and Continental Stock

Transfer & Trust Company (the “Share Rights Agent”).

(ii)

At the time of the closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the

“Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser

relating to the Private Placement Units (and the underlying securities contained therein).

Section

2. Representations and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase

the Private Placement Units, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall

survive the Closing Date) that:

Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing

under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably

be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses

all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Share Rights

Agreement.

Authorization; No Breach.

(i)

The execution, delivery and performance of this Agreement and the Private Placement Units have been duly authorized by the Company as

of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms,

subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating

to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon

issuance in accordance with, and payment pursuant to, the terms of this Agreement, the Private Placement Units, and the Private Placement

Shares and the Private Share Rights comprising such units, will constitute valid and binding obligations of the Company, enforceable

in accordance with their terms as of the Closing Date.

(ii)

The execution and delivery by the Company of this Agreement, the issuance and sale of the Private Placement Units and underlying securities,

and the fulfilment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing

Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in

the creation of any lien, security interest, charge or encumbrance upon the Company’s equity or assets under, (d) result in a violation

of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any

court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles of Association of

the Company in effect on the date hereof or as may be amended at or prior to completion of the contemplated Public Offering, or any material

law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is

subject, except for any filings required after the date hereof under federal or state securities laws.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Share Rights Agreement and

the Amended and Restated Memorandum and Articles of Association of the Company, as the case may be, the Private Placement Units and underlying

securities will be duly and validly issued, fully paid and non-assessable. On the date of issuance of the Private Placement Units, the

Private Placement Shares and the Private Share Rights shall have been reserved for issuance. Upon issuance in accordance with, and payment

pursuant to, the terms hereof, and upon registration in the books maintained by or on behalf of the Company for the registration and

transfer of the Private Placement Units or the Company’s register of members (in the case of the Ordinary Shares issuable upon

conversion of the Private Share Rights), the Purchaser will have or receive good title to the Private Placement Units and underlying

securities, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and pursuant

to the insider letter to be entered into on or prior to the closing of the Public Offering, and (ii) transfer restrictions under federal

and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority

is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company

of any other transactions contemplated hereby.

Regulation D Qualification. Neither the Company nor, to its knowledge, any of its affiliates, members, officers, directors or

beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to

Rule 506(d) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).

Section

3. Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue

and sell the Private Placement Units to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations

and warranties shall survive the Closing Date) that:

Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions

contemplated by this Agreement.

Authorization; No Breach.

(i)

This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,

insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’

rights and to general equitable principles (whether considered in a proceeding in equity or law).

(ii)

The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser

does not and shall not as of the Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions

of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Investment Representations.

(i)

The Purchaser is acquiring the Private Placement Units (and underlying securities) and, upon conversion of the Private Share Rights,

the Ordinary Shares underlying the Private Share Rights (collectively, the “Securities”), for the Purchaser’s

own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution

thereof.

(ii)

The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser has

not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

(iii)

The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration

requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and

the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the

availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.

(iv)

The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning

of Rule 502(c) under the Securities Act.

(v)

The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating

to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to

ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities

involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed

investment decision with respect to the acquisition of the Securities.

(vi)

The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on

or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the

Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(vii)

The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities

laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance

on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any

other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with

the terms and conditions of any exemption thereunder. While the Purchaser understands that Rule 144 under the Securities Act is not available

for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers

that have been at any time previously a shell company, the Purchaser understands that Rule 144 includes an exception to this prohibition

if the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company;

(ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material

required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such

reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current

Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

(viii)

The Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated with investments

in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment

in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an

indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have

no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can

afford a complete loss of its investment in the Securities.

Section

4. Conditions of the Purchaser’s Obligations. The obligation of the Purchaser to purchase and pay for the Private Placement

Units is subject to the fulfillment, on or before the Closing Date, of each of the following conditions:

Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be true

and correct at and as of the Closing Date as though then made.

Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement

that are required to be performed or complied with by it on or before the Closing Date.

No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,

entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization

having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this

Agreement.

Share Rights Agreement and Registration Rights Agreement. The Company shall have entered into the Share Rights Agreement with

the Share Rights Agent and the Registration Rights Agreement, each on terms satisfactory to the Purchaser.

Section

5. Conditions of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject

to the fulfillment, on or before the Closing Date, of each of the following conditions:

Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true

and correct at and as of the Closing Date as though then made.

Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this

Agreement that are required to be performed or complied with by the Purchaser on or before the Closing Date.

Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery

and performance of this Agreement and the Share Rights Agreement and the issuance and sale of the Private Placement Units hereunder.

No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,

entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization

having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this

Agreement.

Share Rights Agreement and Registration Rights Agreement. The Company shall have entered into the Share Rights Agreement with

the Share Rights Agent and the Registration Rights Agreement, each on terms satisfactory to the Company.

Section

6. Termination. This Agreement may be terminated at any time after December 31, 2026 upon the election by either the Company or the

Purchaser upon written notice to the other party if the closing of the Public Offering does not occur prior to such date.

Section

7. Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive the Closing

Date.

Section

8. Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration

statement on Form S-1 the Company has filed with the U.S. Securities and Exchange Commission, under the Securities Act.

Section

9. Miscellaneous.

Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement

by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether

so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other

than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members).

Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid

under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision

shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures

of more than one party, but all such counterparts taken together shall constitute one and the same agreement.

Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not

constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example

rather than by limitation.

Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes

shall be construed in accordance with the internal laws of the State of New York.

Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument

executed by all parties hereto.

[Signature

Page Follows]

WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.

COMPANY:

CATALYST ACQUISITION CORP.

By:

/s/

Steven P. Beeks

Name:

Steven P. Beeks

Title:

Co-Chief Executive Officer

PURCHASER:

CATALYST SPONSOR LLC,

a Delaware limited liability company

By:

/s/

Steven P. Beeks

Name:

Steven P. Beeks

Title:

Managing Member

[Signature

Page to Private Placement Units Purchase Agreement]

EX-10.4 — LETTER AGREEMENT, DATED JULY 27, 2026, BY AND AMONG THE COMPANY, ITS OFFICERS, DIRECTORS AND THE SPONSOR

EX-10.4

Filename: ea029962301ex10-4.htm · Sequence: 8

Exhibit

10.4

July

27, 2026

Catalyst

Acquisition Corp.

1007

Ocean Avenue, Suite 501

Santa

Monica, CA 90403

Re:

Initial

Public Offering

Ladies

and Gentlemen:

This

letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the

“Underwriting Agreement”) entered into by and among Catalyst Acquisition Corp., a Cayman Islands exempted company

(the “Company”) and Santander US Capital Markets LLC as representative (the “Representative”)

of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public

Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to

cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001

per share, of the Company (the “Class A Ordinary Shares”) and one right to receive one-seventh (1/7) of a Class

A ordinary share upon the consummation of an initial business combination (each, a “Share Right”). The Units

shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333-297309) and prospectus (the “Prospectus”)

filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company shall

apply to have the Units listed on the Nasdaq Global Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.

order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and

for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Catalyst Sponsor LLC, a Delaware

limited liability company (the “Sponsor”) and each of the undersigned individuals, each of whom is, or will

be, a member of the Company’s board of directors and/or management team (each an “Insider” and, collectively,

the “Insiders”), hereby agree with the Company as follows:

The Sponsor and each Insider agree that if the Company seeks shareholder approval of a proposed Business Combination, then in connection

with such proposed Business Combination, it, he or she shall (i) vote all Founder Shares, Private Placement Shares, and any shares acquired

by it, him or her in the Public Offering or the secondary public market in favor of such proposed Business Combination, except that it,

he or she shall not vote any Class A Ordinary Shares that it, he or she purchased after the Company publicly announces its intention

to engage in such proposed Business Combination for or against such proposed Business Combination and (ii) not redeem any Class A Ordinary

Shares owned by it, him or her in connection with such shareholder approval. If the Company seeks to consummate a proposed Business Combination

by engaging in a tender offer, the Sponsor and each Insider agrees that it, he or she will not sell or tender any Ordinary Shares owned

by it, him or her in connection herewith.

The Sponsor and each Insider agree that in the event that the Company fails to consummate a Business Combination by the date that is

24 months after the closing of the Public Offering, or such earlier date as Company’s board of directors may approve, or such later

date as the Company’s shareholders may approve, in each case in accordance with the Company’s amended and restated memorandum

and articles of association, as may be amended from time to time (the “Completion Window” and the “Memorandum

and Articles,” respectively), the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i)

cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business

days thereafter, subject to lawfully available funds therefor, redeem 100% of the Class A Ordinary Shares sold as part of the Units in

the Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate

amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be

net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of Offering Shares then

in issue, which redemption will completely extinguish the Public Shareholders’ rights as shareholders (including the right to receive

further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption,

subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate,

subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements

of applicable law. The Sponsor and the Insiders agree to not propose any amendment to the Memorandum and Articles not for the purposes

of approving, or in conjunction with the consummation of, a Business Combination (A) to modify the substance or timing of the Company’s

obligation to allow redemption in connection with a Business Combination or to redeem one hundred per cent (100%) of the Offering Shares

if the Company has not consummated a Business Combination within the Completion Window or (B) with respect to any other material provisions

relating to the rights of holders of Class A Ordinary Shares or pre-initial Business Combination activity, unless the Company provides

its Public Shareholders with the opportunity to redeem their Offering Shares upon effectiveness of any such amendment at a per share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the Trust Account

and not previously released to the Company to pay its taxes, divided by the number of Offering Shares then in issue, subject to applicable

law. The Sponsor and each Insider acknowledges that it, he or she will not be entitled to rights to liquidating distributions from the

Trust Account with respect to any Founder Shares or Private Placement Shares held by it, him or her if the Company fails to complete

a Business Combination within the Completion Window; although it, he or she will be entitled to liquidating distributions from the Trust

Account with respect to any Offering Shares it, he or she holds if the Company fails to complete a Business Combination within the prescribed

time frame. The Sponsor and each Insider hereby further acknowledge that it, he or she will not be entitled to (a) redemption rights

with respect to any Founder Shares, Private Placement Shares, and Offering Shares held by it, him or her, in connection with the consummation

of a Business Combination, or (b) redemption rights with respect to Founder Shares, Private Placement Shares, and Offering Shares held

by it, him or her in connection with a shareholder vote to amend the Memorandum and Articles in the manner described above.

To the fullest extent permitted by applicable law and the Memorandum and Articles, the Company hereby agrees to defend, indemnify, hold

harmless and exonerate (including the advancement of expenses to the fullest extent permitted by applicable law) the Sponsor and its

members (present and former), managers and affiliates and their respective present and former officers and directors (each, a “Sponsor

Indemnitee”) from any and all costs, fees, expenses, judgments, liabilities, fines, penalties, reasonable attorneys’

fees and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect

of such costs, fees, expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually, and reasonably, incurred

by a Sponsor Indemnitee or on a Sponsor Indemnitee’s behalf in connection with any threatened, pending or completed action, suit,

arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, hearing or any other actual, threatened or completed

proceeding instituted by the Company or any third party, whether civil, criminal, administrative or investigative in nature, in respect

of any investment opportunities sourced by a Sponsor Indemnitee for the Company or any liability arising with respect to a Sponsor Indemnitee’s

activities in connection with the affairs of the Company (in each case to the extent that such indemnification, hold harmless and exoneration

obligations with respect to such matters are not expressly covered by a separate written agreement between the Company and the applicable

Sponsor Indemnitee); provided, that in no event shall a Sponsor Indemnitee be entitled to be indemnified or held harmless hereunder

in respect of any costs, fees, expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (if any) that a Sponsor

Indemnitee may incur by reason of such person’s own actual fraud or intentional misconduct; provided, further, that,

for the avoidance of doubt, under no circumstance shall a Sponsor Indemnitee have a claim to any monies or assets held in the Trust Account,

and the Company shall not be permitted to procure monies or assets held in the Trust Account for the satisfaction of its obligations

to any Sponsor Indemnitee in respect of the indemnification provided hereunder. The Sponsor Indemnitees shall be third party beneficiaries

of this paragraph.

During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the undersigned

shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate,

pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase

a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange

Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, any Units, Class A Ordinary Shares,

the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares” and,

together with the Class A Ordinary Shares, the “Ordinary Shares”), Share Rights or any securities convertible

into, or exercisable, or exchangeable for, Class A Ordinary Shares owned by him, her or it; provided, however, that the

foregoing shall not apply to transfers to the Sponsor by the Insiders, (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 Units, Class A Ordinary Shares, Founder Shares, Share

Rights or any securities convertible into, or exercisable, or exchangeable for, Class A Ordinary Shares owned by him, her or it, whether

any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) publicly announce any intention to

effect any transaction specified in clause (i) or (ii). If the undersigned is an officer or director of the Company, the undersigned

further agrees that the forgoing restrictions shall be equally applicable to any issuer-directed Units that the undersigned may purchase

in the Public Offering.

In the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any officer,

member or manager of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage

and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing

or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject

as a result of any claim by (i) any third party (other than the Company’s independent public accountants) for services rendered

or products sold to the Company or (ii) a prospective target business with which the Company has entered into a letter of intent, confidentiality

or other similar agreement or business combination agreement (a “Target”); provided, however,

that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third

party for services rendered (other than the Company’s independent public accountants) or products sold to the Company or a Target

do not reduce the amount of funds in the Trust Account to below (A) $10.00 per Offering Share or (B) such lesser amount per Offering

Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets,

in each case including interest earned on the funds held in the Trust Account and net of taxes payable, except as to any claims by a

third party or Target that executed an agreement waiving claims against and all rights to seek access to the Trust Account whether or

not such agreement is enforceable. In the event that any such executed waiver is deemed to be unenforceable against such third party,

the Sponsor shall not be responsible for any liability as a result of any such third-party claims. Notwithstanding any of the foregoing,

such indemnification of the Company by the Sponsor shall not apply as to any claims under the Company’s obligation to indemnify

the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities

Act”). The Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory

to the Company if, within fifteen (15) days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies the

Company in writing that it shall undertake such defense.

To the extent that the Underwriters do not exercise their over-allotment option to purchase an additional 3,000,000 Units (as described

in the Prospectus), the Sponsor agrees, upon the expiration or waiver of such option, to forfeit and surrender for no consideration for

cancellation, a number of Founder Shares equal to the product of 750,000 multiplied by a fraction, (i) the numerator of which is 3,000,000

minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of

which is 3,000,000. The forfeiture and surrender will be adjusted to the extent that the over-allotment option is not exercised in full

by the Underwriters so that the Founder Shares will represent 20% of the Company’s issued and outstanding Ordinary Shares after

the Public Offering (not including the Private Placement Shares). The Sponsor further agrees that to the extent that the size of the

Public Offering is increased or decreased and the Sponsor has either purchased or sold Ordinary Shares or an adjustment to the number

of Founder Shares has been effected by way of a share dividend or share capitalization, or a surrender for no consideration or share

contribution back to capital, or otherwise, in each case in connection with such increase or decrease in the size of the Public Offering,

then (A) the references to 3,000,000 in the numerator and denominator of the formula in the first sentence of this paragraph 6 shall

be changed to a number equal to 15% of the number of Class A Ordinary Shares included in the Units issued in the Public Offering and

(B) the reference to 750,000 in the formula set forth in the first sentence of this paragraph 6 shall be adjusted to such number of Founder

Shares that the Sponsor would have to collectively return to the Company in order for all holders of Founder Shares to hold an aggregate

of 20% of the Company’s issued and outstanding Ordinary Shares after the Public Offering (not including the Private Placement Shares).

The Sponsor and each Insider hereby agrees and acknowledges that: (i) each of the Underwriters and the Company would be irreparably injured

in the event of a breach by the Sponsor of its obligations (as applicable) under paragraphs 1, 2, 4, 5, 6, 8(a) and 8(b) or by each Insider

of its obligations under paragraphs 1, 2, 4, 8(a) and 8(b), (ii) monetary damages may not be an adequate remedy for such breach and (iii)

the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in

equity, in the event of such breach.

Transfer Restrictions.

(a)

Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer, directly or indirectly, any Founder Shares

or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year

after the completion of a Business Combination, (ii) subsequent to a Business Combination, the closing price of the Class A Ordinary

Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations,

recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business

Combination or (iii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger,

share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their

Class A Ordinary Shares for cash, securities or other property (the “Lock-up”).

(b)

Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer, directly or indirectly, any Private Placement

Units (including the underlying Private Placement Shares and Private Placement Rights) held by it, he or she until thirty (30) days after

the completion of a Business Combination.

(c)

Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary

Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Units (including the underlying Private Placement

Shares and Private Placement Rights) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that

have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s officers, directors,

advisors or consultants, any affiliate or family member of any of the Company’s officers, directors, advisors or consultants, any

members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of

the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family

or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable

organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the

case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any

forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the

consummation of a Business Combination at prices no greater than the price at which the shares or units were originally purchased; (vi)

pro rata distributions from the Sponsor to its respective members, partners or shareholders pursuant to the Sponsor’s limited liability

company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability

company agreement upon dissolution of the Sponsor, (viii) in the event of the Company’s liquidation prior to consummation of a

Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation,

merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class

A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would

be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these

permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions

contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Each Insider’s biographical information furnished to the Company and the Representative that is included in the Prospectus is true

and accurate in all respects and does not omit any material information with respect to such Insider’s background and contains

all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act. Each Insider’s

questionnaire furnished to the Company and the Representative including any such information that is included in the Prospectus is true

and accurate in all respects. Each Insider represents and warrants that: (i) such Insider is not subject to or a respondent in any legal

action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to

the offering of securities in any jurisdiction; (ii) such Insider has never been convicted of, or pleaded guilty to, any crime (A) involving

fraud, (B) relating to any financial transaction or handling of funds of another person or (C) pertaining to any dealings in any securities

and such Insider is not currently a defendant in any such criminal proceeding; and (iii) none of the Sponsor or any such Insider has

ever been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities

license or registration denied, suspended or revoked.

10.

The Sponsor and each Insider has full right and power, without violating any agreement to which it, he or she is bound (including, without

limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement

and, as applicable, to serve as an officer of the Company or as a director on the board of directors of the Company and each Insider

hereby consents to being named in the Prospectus as an officer and/or director of the Company, as applicable.

11.

As used herein, (i) “Business Combination” shall mean a merger, amalgamation, share exchange, asset acquisition,

share purchase, reorganization or similar business combination, involving the Company and one or more businesses or entities; (ii) “Founder

Shares” shall mean the Class B Ordinary Shares held by the Sponsor prior to the consummation of the Public Offering; (iii)

“Private Placement Units” shall mean the aggregate of 270,000 private placement units (whether or not

the underwriters’ over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase

price of $2,700,000 (whether or not the underwriters’ over-allotment option is exercised in full), or $10.00 per unit, in a private

placement that shall occur simultaneously with the consummation of the Public Offering. Each Private Placement Unit consists of one Class

A Ordinary Share (the “Private Placement Share”) and one Share Right (the “Private Placement Rights”)

to receive one-seventh (1/7) of one Class A Ordinary Share upon the consummation of the Company’s Business Combination; (iv) “Public

Shareholders” shall mean the holders of Offering Shares other than the Sponsor and the Insiders; (v) “Trust

Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the

Private Placement Units shall be deposited; and (vi) “Transfer” shall mean the (a) sale of, offer to sell,

contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of,

directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call

equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated

thereunder with any respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in

part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such

securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

12.

This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof

and supersedes all prior understandings, agreements or representations by or among the parties hereto, written or oral, to the extent

they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed,

amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument

executed by all parties hereto. Each of the parties hereto hereby acknowledges and agrees that each Representative is a third-party beneficiary

of this Letter Agreement.

13.

No party hereto may assign either this Letter Agreement or any of its rights, interests or obligations hereunder without the prior written

consent of the other parties. Any purported assignment in violation of this paragraph 13 shall be void and ineffectual and shall not

operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor,

each Insider and each of their respective successors, heirs and assigns and permitted transferees.

14.

This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving

effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties

hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall

be brought and enforced in the courts of the State of New York located in the City and County of New York, Borough of Manhattan, and

irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such

exclusive jurisdiction and venue or that such courts represent an inconvenient forum.

15.

Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing

and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery

or facsimile transmission.

16.

This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up or (ii) the liquidation of the Company; provided,

however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed

by December 31, 2026; provided, further, that paragraph 5 of this Letter Agreement shall survive such liquidation.

Sincerely,

CATALYST

SPONSOR LLC

By:

/s/

Steven P. Beeks

Name:

Steven

P. Beeks

Title:

Managing

Member

INSIDERS:

/s/ Steven P. Beeks

Name:

Steven P. Beeks

/s/ Nicolas A. van Dyk

Name:

Nicolas A. van Dyk

/s/ Craig A. Elson

Name:

Craig A. Elson

/s/ Melvin D. Lindsey

Name:

Melvin D. Lindsey

/s/ Richard W. Cook

Name:

Richard W. Cook

/s/ Christopher Heatherly

Name:

Christopher Heatherly

Acknowledged

and Agreed:

CATALYST

ACQUISITION CORP.

By:

/s/

Steven P. Beeks

Name:

Steven

P. Beeks

Title:

Co-Chief

Executive Officer

[Signature

Page to Letter Agreement]

EX-10.5 — ADMINISTRATIVE SERVICES AGREEMENT, DATED JULY 27, 2026, BY AND BETWEEN THE COMPANY AND THE SPONSOR

EX-10.5

Filename: ea029962301ex10-5.htm · Sequence: 9

Exhibit 10.5

CATALYST

ACQUISITION CORP.

1007

Ocean Avenue, Suite 501

Santa

Monica, CA 90403

July

27, 2026

Catalyst

Sponsor LLC

1007

Ocean Avenue, Suite 401

Santa

Monica, CA 90403

Re:

Administrative

Services Agreement

Ladies

and Gentlemen:

This

letter agreement by and between Catalyst Acquisition Corp. (the “Company”) and Catalyst Sponsor LLC (the “Services

Provider” and “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing

on the date the securities of the Company are first listed on The Nasdaq Market LLC (the “Listing Date”), pursuant

to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration

Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and

the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to

as the “Termination Date”):

(i)

The Services Provider shall make available (or cause other persons to make available) to the Company, at 1007 Ocean Avenue, Suite 501,

Santa Monica, CA 90403 (or any successor location of the Services Provider), certain office space, secretarial and administrative support

as may be reasonably required by the Company. As reimbursement therefor, the Company shall pay the Services Provider (and the Services

Provider will receive on behalf of itself or, to the extent it causes another person to make support available to the Company, as nominee

on behalf of such other person) the sum of up to $15,000 per month beginning on the Listing Date and continuing monthly thereafter until

the Termination Date.

(ii)

The Services Provider hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result

of, or arising out of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment

of any amounts due to it out of, the trust account established for the benefit of the public shareholders of the Company and into which

substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”),

and hereby irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect the

Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or

satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.

This

letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes

all prior understandings, agreements or representations by or among the parties hereto, written or oral, to the extent they relate in

any way to the subject matter hereof or the transactions contemplated hereby.

This

letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the

parties hereto.

party hereto may assign either this letter agreement or any of its rights, interests or obligations hereunder without the prior written

approval of the other party; provided, however, that the Services Provider may assign this letter agreement, in whole or in part, to

Sponsor or any other person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under

common control with, Sponsor without the prior written approval of the Company. Any purported assignment in violation of this paragraph

shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.

This

letter agreement constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded

in contract, tort, statute, law or equity) shall be governed by, construed in accordance with and interpreted pursuant to the laws of

the State of New York, without giving effect to its choice of laws principles.

[Signature

Page Follows]

Very truly yours,

CATALYST ACQUISITION CORP.

By:

/s/

Steven P. Beeks

Name:

Steven P. Beeks

Title:

Co-Chief Executive Officer

AGREED TO AND ACCEPTED BY:

CATALYST SPONSOR LLC

By:

/s/

Steven P. Beeks

Name:

Steven P. Beeks

Title:

Managing Member

[Signature

Page to Administrative Services Agreement]

EX-10.6 — FORM OF INDEMNITY AGREEMENT

EX-10.6

Filename: ea029962301ex10-6.htm · Sequence: 10

Exhibit 10.6

FORM OF INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”)

is made as of July 27, 2026, by and between Catalyst Acquisition Corp., a Cayman Islands exempted company (the “Company”),

and the undersigned (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have

become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided with adequate

protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their

service to and activities on behalf of such companies;

WHEREAS, the Board of Directors of the

Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company

will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its

Subsidiaries (as defined below) from certain liabilities;

WHEREAS, while the Amended and Restated

Memorandum and Articles of Association of the Company provide for the indemnification of the officers and directors of the Company, Indemnitee

may also be entitled to indemnification pursuant to applicable Cayman Islands law, and the Amended and Restated Memorandum and Articles

of Association (as may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”)

provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered

into between the Company and members of the board of directors, officers and other persons with respect to indemnification, hold harmless,

exoneration, advancement and reimbursement rights;

WHEREAS, the uncertainties relating to

such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that

the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s shareholders

and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and

necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of,

such persons to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of

the Company so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against

liabilities;

WHEREAS, this Agreement is a supplement

to and in furtherance of the Amended and Restated Memorandum and Articles of Association of the Company and any resolutions adopted pursuant

thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, Indemnitee may not be willing

to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity, and Indemnitee

is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he or she

be so indemnified.

NOW, THEREFORE, in consideration of the

premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

TERMS AND CONDITIONS

1. SERVICES TO THE COMPANY. In consideration

of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor,

key employee or any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected or appointed or retained or

until Indemnitee tenders his or her resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue

in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity of

the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue

Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties,

if any.

2. DEFINITIONS. As used in this Agreement:

(a) References to “agent”

shall mean any person who is or was a director, officer or employee of the Company or a Subsidiary of the Company or other person authorized

by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, fiduciary or

other official of another company, corporation, partnership, limited liability company, joint venture, trust or other enterprise at the

request of, for the convenience of, or to represent the interests of the Company or a Subsidiary of the Company.

(b) The terms “Beneficial Owner”

and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act

(as defined below) as in effect on the date hereof.

mean the courts of the Cayman Islands.

(d) A “Change in Control”

shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i) Acquisition of Shares by Third Party.

Other than an affiliate of Catalyst Sponsor LLC, a Delaware limited liability company (the “Sponsor”), any Person

(as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent

(15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election

of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely

from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors,

or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute

a Change in Control under part (iii) of this definition;

(ii) Change in Board of Directors. Individuals

who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s

shareholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof

or whose election for nomination for election was previously so approved (collectively, the “Continuing Directors”),

cease for any reason to constitute at least a majority of the members of the Board;

(iii) Corporate Transactions. The effective

date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company

and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination:

(1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in

the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the

combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting

from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Company or all

or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions

as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors;

(2) other than an affiliate of the Sponsor, no Person (excluding any company resulting from such Business Combination) is the Beneficial

Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally

in the election of directors of the surviving company except to the extent that such ownership existed prior to the Business Combination;

and (3) at least a majority of the Board of Directors of the company resulting from such Business Combination were Continuing Directors

at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

(iv) Liquidation. The approval by the shareholders

of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company

of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due

(or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction

or a series of related transactions); or

(v) Other Events. There occurs any other

event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or any successor rule)

(or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or

not the Company is then subject to such reporting requirement.

(e) “Companies Law”

shall mean the Companies Act (Revised) of the Cayman Islands, as amended from time to time.

(f) “Corporate Status”

describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing member, fiduciary, employee

or agent of the Company or of any other Enterprise (as defined below) which such person is or was serving at the request of the Company.

(g) “Disinterested Director”

shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect of which indemnification

is sought by Indemnitee.

(h) “Enterprise” shall

mean the Company and any other company, corporation, constituent company or corporation (including any constituent of a constituent) absorbed

in a consolidation or merger to which the Company (or any of its wholly owned Subsidiaries) is a party, limited liability company, partnership,

joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as

a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.

(i) “Exchange Act” shall

mean the United States Securities Exchange Act of 1934, as amended.

(j) “Expenses” shall

include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable

attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private

investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees,

fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending,

preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating

in, a Proceeding (as defined below), including reasonable compensation for time spent by the Indemnitee for which he or she is not otherwise

compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from

any Proceeding (as defined below), including without limitation the principal, premium, security for, and other costs relating to any

cost bond, supersedes bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by

Indemnitee or the amount of judgments or fines against Indemnitee.

(k) References to “fines”

shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan.

(l) References to “serving at the request

of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company or a Subsidiary

of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to

an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably

believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to

have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

(m) “Independent Counsel”

shall mean a law firm or a member of a law firm with significant experience in matters of corporation law and that neither presently is,

nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party

(other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification

agreements); or (ii) any other party to the Proceeding (as defined below) giving rise to a claim for indemnification hereunder. Notwithstanding

the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional

conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine

Indemnitee’s rights under this Agreement.

(n) The term “Person”

shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however,

that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries of the Company; (iii) any employment benefit plan of the

Company or of a Subsidiary (as defined below) of the Company or of any corporation owned, directly or indirectly, by the shareholders

of the Company in substantially the same proportions as their ownership of shares of the Company; and (iv) any trustee or other fiduciary

holding securities under an employee benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of a corporation

owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of shares of

the Company.

(o) The term “Proceeding”

shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation,

inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or

otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative or related

nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee is or was

a director or officer of the Company, by reason of any action (or failure to act) taken by him or her or of any action (or failure to

act) on his or her part while acting as a director or officer of the Company, or by reason of the fact that he or she is or was serving

at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other

Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification,

reimbursement, or advancement of expenses can be provided under this Agreement.

(p) The term “Subsidiary,”

with respect to any Person, shall mean any corporation, limited liability company, partnership, joint venture, trust or other entity of

which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.

3. INDEMNITY IN THIRD-PARTY PROCEEDINGS.

To the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company,

the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee

was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than

a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant

to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines,

penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or

in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee

or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and

in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal

Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT

OF THE COMPANY. To the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association

of the Company, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section

4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding

by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this

Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him

or her on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith

and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification, hold harmless

or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have

been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was

brought or the Cayman Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances

of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.

5. INDEMNIFICATION FOR EXPENSES OF A PARTY

WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement except for Section 27, to the extent that

Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits

or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest

extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, indemnify, hold

harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee

is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims,

issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law and the Amended and Restated

Memorandum and Articles of Association of the Company, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually

and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. If

Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law and

the Amended and Restated Memorandum and Articles of Association of the Company, indemnify, hold harmless and exonerate Indemnitee against

all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee

was successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding

by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

6. INDEMNIFICATION FOR EXPENSES OF A WITNESS.

Notwithstanding any other provision of this Agreement except for Section 27, to the extent that Indemnitee is, by reason of his or her

Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party or threatened to be made a party,

he or she shall, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association

of the Company, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or her or on

his or her behalf in connection therewith.

7. ADDITIONAL INDEMNIFICATION, HOLD HARMLESS

AND EXONERATION RIGHTS.

(a) Notwithstanding any limitation in Sections

3, 4, or 5, except for Section 27, the Company shall, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum

and Articles of Association of the Company, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened

to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against

all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or

payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably

incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under

this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company

or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the

law.

(b) Notwithstanding any limitation in Sections

3, 4, 5 or 7(a), except for Section 27, the Company shall, to the fullest extent permitted by applicable law and the Amended and Restated

Memorandum and Articles of Association of the Company, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or

threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its

favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other

charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement)

actually and reasonably incurred by Indemnitee in connection with the Proceeding.

8. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.

(a) To the fullest extent permissible under applicable

law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole

or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in

the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to

be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment,

and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.

(b) The Company shall not enter into any settlement

of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement

provides for a full and final release of all claims asserted against Indemnitee.

hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the

Company other than Indemnitee who may be jointly liable with Indemnitee.

9. EXCLUSIONS. Notwithstanding any provision

in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification, advance expenses, hold harmless

or exoneration payment in connection with any claim made against Indemnitee:

(a) for which payment has actually been received

by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision and which payment has not subsequently

been returned, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement,

other indemnity or advancement provision or otherwise;

(b) for an accounting of profits made from the

purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange

Act (or any successor rule) or similar provisions of state statutory law or common law; or

hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including

any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other

indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company

provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company

under applicable law.

10. ADVANCES OF EXPENSES; DEFENSE OF CLAIM.

(a) Notwithstanding any provision of this Agreement

to the contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses

incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any

Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time,

prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by applicable law and the Amended and

Restated Memorandum and Articles of Association of the Company, be unsecured and interest free. Advances shall, to the fullest extent

permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, be made without regard

to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held

harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing

a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support

the advances claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition

of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced

amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the provisions

of this Agreement, the Amended and Restated Memorandum and Articles of Association, applicable law or otherwise. This Section 10(a) shall

not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section

(b) The Company will be entitled to participate

in the Proceeding at its own expense.

or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on Indemnitee without Indemnitee’s

prior written consent.

11. PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.

(a) Indemnitee agrees to notify promptly the Company

in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any

Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or exoneration rights, or advancement

of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which

it may have to Indemnitee under this Agreement, or otherwise.

(b) Indemnitee may deliver to the Company a written

application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered

from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application

for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according to Section 12(a) of

this Agreement.

12. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.

(a) A determination, if required by applicable

law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods,

which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of

the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors

or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee,

or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee

is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If

it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such

determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s

entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation

or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably

necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee

in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination

as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.

(b) In the event the determination of entitlement

to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as

provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection

be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel

so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined

in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee

advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets

the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company,

as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company

or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only

on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined

in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper

and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated,

the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent

jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written

request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either

the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee

to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman

Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel

under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement,

Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards

of professional conduct then prevailing).

and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims,

liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

13. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.

(a) In making a determination with respect to

entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled

to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(b) of

this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person,

persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested

Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that

indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination

by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard

of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b) If the person, persons or entity empowered

or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination

within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification

shall, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company,

be deemed to have been made and Indemnitee 12 shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a

material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection

with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited

under applicable law or the Amended and Restated Memorandum and Articles of Association of the Company; provided, however, that such 30-day

period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the

determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating

of documentation and/or information relating thereto.

claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall

not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or

create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed

to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that

his or her conduct was unlawful.

(d) For purposes of any determination of good

faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account

of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, manager, or officers of

the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board

or any director, trustee, general partner, manager or managing member, or on information or records given or reports made to the Enterprise,

its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, by an independent certified

public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director,

trustee, general partner, manager or managing member. The provisions of this Section 13(d) shall not be deemed to be exclusive or to limit

in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth

in this Agreement.

(e) The knowledge and/or actions, or failure to

act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of the Enterprise shall

not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

14. REMEDIES OF INDEMNITEE.

(a) In the event that (i) a determination is made

pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of

Expenses, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the

Company, is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have

been made pursuant to Section 12(a) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification,

(iv) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of Section 12(a) of this Agreement within

ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant

to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10)

days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any

hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement, Indemnitee shall

be entitled to an adjudication by the Cayman Court to such indemnification, hold harmless, exoneration, contribution or advancement rights.

Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the

Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein, the provisions of Cayman Islands law

(without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right

to seek any such adjudication or award in arbitration.

(b) In the event that a determination shall have

been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration

commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee

shall not be prejudiced by reason of that adverse determination.

commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated to receive

advancement of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified,

held harmless, exonerated and to receive advancement of Expenses, as the case may be, and the Company may not refer to or introduce into

evidence any determination pursuant to Section 12(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences

a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company for any advances

pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which

all rights of appeal have been exhausted or lapsed).

(d) If a determination shall have been made pursuant

to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in

any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material fact,

or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request

for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(e) The Company shall be precluded from asserting

in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement

are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by

all the provisions of this Agreement.

(f) The Company shall indemnify and hold harmless

Indemnitee to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the

Company against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written

request) pay to Indemnitee, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of

Association of the Company, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought

by Indemnitee: (i) to enforce his or her rights under, or to recover damages for breach of, this Agreement or any other indemnification,

hold harmless, exoneration, advancement or contribution agreement or provision of the Amended and Restated Memorandum and Articles of

Association now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit

of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold

harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless such judicial proceeding or

arbitration was not brought by Indemnitee in good faith).

(g) Interest shall be paid by the Company to Indemnitee

at the legal rate under New York law for amounts which the Company indemnifies, holds harmless or exonerates, or advances, or is obliged

to indemnify, hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee requests indemnification,

to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with the date on which such payment

is made to Indemnitee by the Company.

15. SECURITY. Notwithstanding anything

herein to the contrary, except for Section 27, to the extent requested by Indemnitee and approved by the Board, the Company may at any

time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line

of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the

prior written consent of Indemnitee.

16. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE;

SUBROGATION.

(a) The rights of Indemnitee as provided by this

Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the

Amended and Restated Memorandum and Articles of Association, any agreement, a vote of shareholders or a resolution of directors, or otherwise.

No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under

this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim,

issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in his or her Corporate Status prior

to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits

greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Amended

and Restated Memorandum and Articles of Association or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy

by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of

any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given

hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder,

or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) The Companies Law and the Amended and Restated

Memorandum and Articles of Association permit the Company to purchase and maintain insurance or furnish similar protection or make other

arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”)

on behalf of Indemnitee against any liability asserted against him or her or incurred by or on behalf of him or her or in such capacity

as a director, officer, employee or agent of the Company, or arising out of his or her status as such, whether or not the Company would

have the power to indemnify him or her against such liability under the provisions of this Agreement or under the Companies Law, as it

may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit

or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the

execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations

of the Company or the other party or parties thereto under any such Indemnification Arrangement.

insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managers, managing members, fiduciaries,

employees, or agents of the Company or of any other Enterprise which such person serves at the request of the Company, Indemnitee shall

be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such

director, officer, trustee, partner, managers, managing member, fiduciary, employee or agent under such policy or policies. If, at the

time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent

or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding

to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary

or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance

with the terms of such policies.

(d) In the event of any payment under this Agreement,

the Company, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of

the Company, shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, including with respect

to any insurance. The Indemnitee shall execute all papers required and take all action necessary to secure such 16 rights, including execution

of such documents as are necessary to enable the Company to bring suit to enforce such rights. No such payment by the Company shall be

deemed to relieve any insurer of its obligations.

(e) The Company’s obligation to indemnify,

hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director,

officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount

Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of expenses from such Enterprise.

Notwithstanding any other provision of this Agreement to the contrary except for Section 27, (i) Indemnitee shall have no obligation to

reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance

coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all

its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regard to

whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance

coverage rights against any person or entity other than the Company.

(f) Notwithstanding anything contained herein,

the Company is the primary indemnitor, and any indemnification or advancement obligation of the Sponsor or its affiliates is secondary.

17. DURATION OF AGREEMENT. All agreements

and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the Company

or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other corporation, partnership,

joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue

thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding

commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of his or her Corporate Status, whether or not he or she is

acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided

under this Agreement.

18. SEVERABILITY. If any provision or provisions

of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability

of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this

Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable)

shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable law and

the Amended and Restated Memorandum and Articles of Association of the Company; (b) such provision or provisions shall be deemed reformed

to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the

fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence

of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable)

shall be construed so as to give effect to the intent manifested thereby.

19. ENFORCEMENT AND BINDING EFFECT.

(a) The Company expressly confirms and agrees

that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director,

officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director,

officer or key employee of the Company.

(b) Without limiting any of the rights of Indemnitee

under the Amended and Restated Memorandum and Articles of Association of the Company as they may be amended from time to time, this Agreement

constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements

and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and

their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to

all or substantially all of the business and/or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director,

officer, employee or agent of the Company or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee

or agent of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and his or her spouse, assigns,

heirs, devisees, executors and administrators and other legal representatives.

(d) The Company shall require and cause any successor

(whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business

and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to

perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had

taken place.

(e) The Company and Indemnitee agree herein that

a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further

agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the fullest

extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, enforce this Agreement

by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or

irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or

obtaining any other relief to which he or she may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the

fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, be entitled

to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions,

without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a

waiver, a bond or undertaking may be required of Indemnitee by a court of competent jurisdiction, Company hereby waives any such requirement

of such a bond or undertaking to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of

Association of the Company.

20. MODIFICATION AND WAIVER. No supplement,

modification or amendment of this Agreement shall be binding unless executed in writing by the Company and Indemnitee. No waiver of any

of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any

waiver constitute a continuing waiver.

21. NOTICES. All notices, requests, demands

and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand

and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered

mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:

(a) If to Indemnitee, at the address indicated

on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.

(b) If to the Company, to:

Catalyst Acquisition Corp.

1007 Ocean Avenue, Suite 501, Santa Monica, CA

90403

Attn: Steven P. Beeks

With a copy, which shall not constitute notice,

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th

Floor

New York, New York 10105

Attn: Stuart Neuhauser, Esq.

or to any other address as may have been furnished

to Indemnitee in writing by the Company.

22. APPLICABLE LAW AND CONSENT TO JURISDICTION.

This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws

of the State of New York, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee

pursuant to Section 14(a) of this Agreement, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum

and Articles of Association of the Company, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action

or proceeding arising out of or in connection with this Agreement shall be brought only in the Cayman Court and not in any other state

or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction

of the Cayman Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection

to the laying of venue of any such action or proceeding in the Cayman Court; and (d) waive, and agree not to plead or to make, any claim

that any such action or proceeding brought in the Cayman Court has been brought in an improper or inconvenient forum, or is subject (in

whole or in part) to a jury trial. To the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles

of Association of the Company, the parties hereby agree that the mailing of process and other papers in connection with any such action

or proceeding in the manner provided by Section 21 or in such other manner as may be permitted by applicable law and the Amended and Restated

Memorandum and Articles of Association of the Company, shall be valid and sufficient service thereof.

23. IDENTICAL COUNTERPARTS. This Agreement

may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together

shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs

to be produced to evidence the existence of this Agreement.

24. MISCELLANEOUS. Use of the masculine

pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are

inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

25. PERIOD OF LIMITATIONS. No legal action

shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse,

heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action,

and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal

action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause

of action such shorter period shall govern.

26. ADDITIONAL ACTS. If for the validation

of any of the provisions in this Agreement any act, resolution, approval or other procedure is required to the fullest extent permitted

by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, the Company undertakes to cause

such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations

under this Agreement.

27. WAIVER OF CLAIMS TO TRUST ACCOUNT.

Indemnitee hereby agrees that he or she does not have any right, title, interest or claim of any kind (each, a “Claim”)

in or to any monies in the trust account established in connection with the Company’s initial public offering for the benefit of

the Company and holders of shares issued in such offering, and hereby waives any Claim he or she may have in the future as a result of,

or arising out of, any services provided to the Company and will not seek recourse against such trust account for any reason whatsoever.

28. MAINTENANCE OF INSURANCE. The Company

shall use commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated

to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the

officers/directors of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance

of its indemnification obligations under this Agreement. The Indemnitee shall be covered by such policy or policies in accordance with

its or their terms to the maximum extent of the coverage available for any such director or officer under such policy or policies. In

all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights

and benefits as are accorded to the most favorably insured of the Company’s directors and officers.

29. INTERPRETATION

In this Agreement:

(a)

words importing the singular number include the plural number and vice versa; words importing the masculine gender include the feminine gender; words importing persons include corporations as well as any other legal or natural person;

(b)

“written” and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record;

(e)

“shall” shall be construed as imperative and “may” shall be construed as permissive;

(f)

references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced;

(g)

any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

(h)

the term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respects qualifies or modifies the use of the terms “and” or “or” in others. The term “or” shall not be interpreted to be exclusive and the term “and” shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires);

(i)

headings are inserted for reference only and shall be ignored in construing this Agreement;

(j)

any requirements as to delivery under this Agreement include delivery in the form of an electronic record (as defined in the Electronic Transactions Act (Revised));

(k)

any requirements as to execution or signature under this Agreement including the execution of this Agreement itself can be satisfied in the form of an electronic signature (as defined in the Electronic Transactions Act (Revised));

(l)

sections 8 and 19(3) of the Electronic Transactions Act (Revised) shall not apply.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto

have caused this Indemnity Agreement to be signed as of the day and year first above written.

CATALYST ACQUISITION CORP.

By:

Name:

Steven P. Beeks

Title:

Co-Chief Executive Officer

INDEMNITEE

By:

Name:

Address:

[Signature page to Indemnity Agreement]

EX-99.1 — PRESS RELEASE, DATED JULY 27, 2026

EX-99.1

Filename: ea029962301ex99-1.htm · Sequence: 11

Exhibit 99.1

Catalyst

Acquisition Corp. Announces Pricing of $200 Million Initial Public Offering

SANTA

MONICA, July 27, 2026 (GLOBE NEWSWIRE) -- Catalyst Acquisition Corp. (“Catalyst” or the “Company”) announced

today that it priced its initial public offering of 20,000,000 units at $10.00 per unit. The units will be listed on The Nasdaq Stock

Market LLC (“Nasdaq”) and trade under the ticker symbol “CATLU” beginning July 28, 2026. Each unit consists of

one Class A ordinary share and one right entitling the holder thereof to receive one-seventh of one Class A ordinary share upon the consummation

of an initial business combination. The Class A ordinary shares and rights comprising the units are expected to begin separate trading

no later than the 52nd day following this date. Once the securities comprising the units begin separate trading, the

Class A ordinary shares and rights are expected to be listed on the Nasdaq under the symbols “CATL” and “CATLR,”

respectively.

Santander

is acting as sole book-running manager. The Company has granted the underwriter a 45-day option to purchase up to an additional 3,000,000

units at the initial public offering price to cover over-allotments, if any.

The

offering was made by means of a prospectus. Copies of the prospectus may be obtained from Santander US Capital Markets LLC, 437 Madison

Avenue, New York, NY 10022, Attention: ECM Syndicate, by email at equity-syndicate@santander.us, or by telephone at 833-818-1602.

registration statement relating to the securities became effective on July 27, 2026. This press release shall not constitute an offer

to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which

such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state

or jurisdiction. The offering is expected to close on July 29, 2026, subject to customary closing conditions.

About

Catalyst Acquisition Corp.

The

Company is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger,

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

While the Company may pursue a business combination in any business or industry, it intends to focus on opportunities in traditional

and digital media sectors including, but not limited to, video game companies, mobile gaming, publishers, studios and media platforms.

The Company is led by its co-Chief Executive Officers Steven P. Beeks and Nicolas A. van Dyk, and its Chief Financial Officer Craig A.

Elson. Melvin D. Lindsey, Richard W. Cook and Christopher Heatherly will be serving as board members.

Forward-Looking

Statements

This

press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial

public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed

on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are

subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section

of the Company’s preliminary prospectus for the Company’s offering filed with the U.S. Securities and Exchange Commission

(the “SEC”). Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes

no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Investor

Contact:

Catalyst

Acquisition Corp.

(310)

404-1687

EX-99.2 — PRESS RELEASE, DATED JULY 29, 2026

EX-99.2

Filename: ea029962301ex99-2.htm · Sequence: 12

Exhibit 99.2

Catalyst

Acquisition Corp. Announces Closing of $200 Million Initial Public Offering

New

York, New York, July 29, 2026 (GLOBE NEWSWIRE) – Catalyst Acquisition Corp. (NASDAQ: CATLU) (the “Company”) today announced

the closing of its initial public offering of 20,000,000 units at an offering price of $10.00 per unit. Each unit issued in the offering

consists of one Class A ordinary share of the Company and one right, each right entitling the holder thereof to receive one-seventh of

one Class A ordinary share upon the consummation of an initial business combination. In connection with the offering, $10.00 per unit

was deposited into a trust account with Continental Stock Transfer & Trust acting as trustee. The Company’s units began trading

on The Nasdaq Stock Market LLC (“Nasdaq”) on July 28, 2026, under the ticker symbol “CATLU.” Once the securities

comprising the units begin separate trading, the Class A ordinary shares and rights are expected to be listed on Nasdaq under the symbols

“CATL” and “CATLR,” respectively.

Santander

acted as the sole book-running manager for the offering. The Company has granted the underwriter a 45-day option to purchase up to an

additional 3,000,000 units at the initial public offering price less the underwriting discount to cover over-allotments, if any.

registration statement relating to the units and the underlying securities was declared effective by the Securities and Exchange Commission

on July 27, 2026. The Offering was made only by means of a prospectus. Copies of the prospectus relating to this offering may be obtained

from Santander US Capital Markets LLC, 437 Madison Avenue, New York, NY 10022, Attention: ECM Syndicate by telephone at (833) 818-1602

or by email at equity-syndicate@santander.us, or by accessing the SEC’s website, www.sec.gov.

This

press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities

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

the securities laws of any such state or jurisdiction.

About

Catalyst Acquisition Corp.

The

Company is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger,

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

While the Company may pursue a business combination in any business or industry, it intends to focus on opportunities in traditional

and digital media sectors including, but not limited to, video game companies, mobile gaming, publishers, studios and media platforms.

The Company is led by its co-Chief Executive Officers Steven P. Beeks and Nicolas A. van Dyk, and its Chief Financial Officer Craig A.

Elson. Melvin D. Lindsey, Richard W. Cook and Christopher Heatherly will be serving as board members.

Forward-Looking

Statements

This

press release contains statements that constitute “forward-looking statements,” including with respect to the initial public

offering and the anticipated use of the net proceeds of the initial public offering and the simultaneous private placement. No assurance

can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions,

many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration

statement and prospectus for the offering filed with the Securities and Exchange Commission. The Company undertakes no obligation to

update these statements for revisions or changes after the date of this press release, except as required by law.

Contact

Information:

Catalyst

Acquisition Corp.

(310)

404-1687

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