Form 8-K

8-K — USA Rare Earth, Inc.

Accession: 0001213900-26-045706

Filed: 2026-04-20

Period: 2026-04-20

CIK: 0001970622

SIC: 1000 (METAL MINING)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — ea0286940-8k_usarare.htm (Primary)

EX-2.1 — AGREEMENT AND PLAN OF MERGER, DATED APRIL 19, 2026, BY AND AMONG USAR, SVRE, MERGER SUB AND THE SERRA VERDE RARE EARTHS LTD., AS THE SELLER REPRESENTATIVE (ea028694001ex2-1.htm)

EX-10.1 — FORM OF VOTING AND SUPPORT AGREEMENT, BY AND AMONG SVRE AND CERTAIN USAR STOCKHOLDERS (ea028694001ex10-1.htm)

EX-10.2 — FORM OF REGISTRATION RIGHTS AGREEMENT, BY AND AMONG USAR, SERRA VERDE RARE EARTHS LTD., AS THE SELLER REPRESENTATIVE, AND CERTAIN SVRE SHAREHOLDERS (ea028694001ex10-2.htm)

GRAPHIC (ea028694001_img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-04-20

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

April 20, 2026

USA Rare Earth, Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-41711

98-1720278

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS. Employer

Identification No.)

100 W Airport Road,

Stillwater, Oklahoma 74075

(Address of principal executive offices, including

zip code)

Registrant’s telephone number, including

area code: (813) 867-6155

N.A.

(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

Common stock, par value $0.0001 per share

USAR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

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

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

Emerging growth company ☒

If an emerging growth company, indicate by check

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

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

Item 1.01. Entry into a Material Definitive

Agreement.

On April 20, 2026, USA Rare

Earth, Inc. (“USAR”) announced its entry into a definitive Agreement and Plan of Merger (the “Merger Agreement”),

dated as of April 19, 2026, by and among (i) USAR, (ii) Middlebury Merger Sub Ltd., a business company limited by shares incorporated

under the laws of the British Virgin Islands and an indirect, wholly owned Subsidiary of USAR (“Merger Sub”), (iii)

SVRE Holdings Ltd., a business company limited by shares incorporated under the laws of the British Virgin Islands (“SVRE”),

and (iv) Serra Verde Rare Earths Ltd., a company incorporated and existing under the laws of the British Virgin Islands, solely in its

capacity as the representative of SVRE’s shareholders.

The Merger Agreement, the

Form of Voting Agreement, and the Form of Registration Rights Agreement relating to the transactions contemplated by the Merger Agreement

(the “Transactions”) are included as Exhibits 2.1, 10.1 and 10.2 hereto, respectively, and are incorporated herein

by reference. The material terms of the Merger Agreement, the Voting Agreement, and the Registration Rights Agreement were previously

described in USAR’s Current Report on Form 8-K filed on April 20, 2026, which descriptions are incorporated by reference herein.

The descriptions of the Merger

Agreement, the Form of Voting Agreement and the Form of Registration Rights Agreement incorporated by reference herein do not purport

to be complete and are qualified in their entirety by reference to the full text of the agreements filed herewith. Copies of these agreements

have been included to provide USAR stockholders with information regarding their terms and are not intended to provide any factual information

about USAR, SVRE, Merger Sub or their respective affiliates. The representations, warranties and covenants contained in the Merger Agreement

have been made solely for the purposes of the Merger Agreement and as of specific dates; were made solely for the benefit of the parties

to the Merger Agreement; are not intended as statements of fact to be relied upon by USAR stockholders, but rather as a way of allocating

the risk between the parties in the event the statements therein prove to be inaccurate; have been modified or qualified by certain confidential

disclosures that were made between the parties in connection with the negotiation of the Merger Agreement, which disclosures are not reflected

in the Merger Agreement itself; may no longer be true as of a given date; and may apply standards of materiality in a way that is different

from what may be viewed as material by USAR stockholders. USAR stockholders are not third-party beneficiaries under the Merger Agreement

and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state

of facts or condition of the parties or their respective affiliates. Moreover, information concerning the subject matter of the representations

and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in USAR’s

public disclosures. USAR acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for

considering whether additional specific disclosures of material information regarding material contractual provisions are required to

make the statements in this Form 8-K not misleading. The Merger Agreement should not be read alone but should instead be read in conjunction

with the other information regarding the Merger Agreement, the Transactions, the parties, their respective affiliates and their respective

businesses, that will be contained in, or incorporated by reference into, the proxy statement that USAR will file, as well as in the Forms

10-K, Forms 10-Q, Forms 8-K and other filings that USAR will make with the U.S. Securities and Exchange Commission (the “SEC”).

Item 3.02. Unregistered Sales of Equity Securities

To the extent applicable,

the disclosures included under Item 1.01 of this Current Report on Form 8-K regarding the potential future issuance of USAR’s common

stock in connection with the Merger Agreement and the Transactions are incorporated by reference herein.

This Current Report on Form

8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale

of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or

qualification under the securities laws of any such state or jurisdiction.

Cautionary Note Regarding Forward-Looking

Statements

This Current Report on Form

8-K and the documents included as exhibits hereto contain “forward-looking statements” within the meaning of the Private Securities

Litigation Reform Act of 1995. These statements include those relating to the Transactions, the expected timing and completion of the

Transactions, the expected benefits of the Transactions including anticipated financial results and synergies, projections regarding SVRE’s

production of total rare earth oxide and generation of EBITDA, the integration of SVRE’s operations, projections and run-rate information

regarding the combined company’s EBITDA, the combined company’s ability to achieve positive cash flow, our anticipated operating

and financial performance, our business plans, strategy, goals and prospects, our plans for and prospects of our other acquisitions, investments

and other business development activities, including the announced SVRE, Carester and TMRC transactions, our plans for capital raising

activities, including from the U.S. government, and our ability to successfully capitalize on growth opportunities and prospects. Such

statements can be identified by the fact that they do not relate strictly to historical or current facts. Words such as “will,”

“may,” “could,” “should,” “likely,” “ongoing,” “anticipate,” “estimate,”

“expect,” “project,” “predict”, “intend,” “plan,” “believe,” “aim,”

“build,” “continue”, “potential”, “vision,” and similar expressions may identify forward-looking

statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements

are subject to risks and uncertainties and potentially inaccurate assumptions that could cause actual results to differ materially from

our expectations, including without limitation: risks that proposed transactions with SVRE, Carester and TMRC may not be consummated on

their anticipated timelines or at all; we may not realize the anticipated benefits of our proposed and prior acquisitions, including expected

synergies, financial performance, estimated EBITDA and, in the case of SVRE, integration of operations, on the anticipated timeline or

at all; the ability of our Stillwater magnet manufacturing facility to commence commercial operations on the timing and with the production

capacity anticipated or at all; our limited operating history; our ability to commercially extract minerals from the Round Top deposit

on our anticipated timeline or at all; risks that we may experience delays, unforeseen expenses, increased capital costs, and other complications

while developing our projects; our ability to raise necessary capital on acceptable terms or at all; potential dilution to existing stockholders

and adverse effect on our stock price if we issue additional common stock or equity-linked securities; the volatility of our stock price;

our ability to enter into definitive agreements for the proposed U.S. Government financing, which is subject to conditions precedent and

final government approvals, on the anticipated terms or at all and, if executed, to satisfy the milestones and other conditions of such

financing, which could impose conditions to access such financing over a period of time; the availability of rare earth oxide, metal feedstock

and other materials, utilities (including power and water) and equipment in quantities and prices that allow us to develop and commercially

operate our Stillwater facility and other facilities; our ability to meet individual customer specifications and produce a consistently

high quality product; fluctuations in demand for and prices of neo magnets and our other products, including without limitation as a result

of dumping, predatory pricing and other tactics by the USAR’s competitors or state actors or the overall competitive environment;

our ability to achieve positive cash flow or profitability or the ability to access cash flow within our corporate structure due to restrictions

contained in our financing agreements; our ability to convert current commercial discussions and/or memorandums of understanding with

customers for the sale of our neo magnets and other products into definitive orders; geopolitical developments or disruptions, such as

changes in the political environment, export/import or environmental policy of the People’s Republic of China, the United States

or other countries in which we operate or sell products or otherwise; war, terrorism, natural disasters or public health emergencies;

our ability to retain or recruit key personnel; environmental, health and safety regulations; and our ability to comply with requirements

for federal, state and local government incentives and financing.

Additional risks and detailed

information regarding factors that may cause actual results to differ materially has been and will be included in USAR’s filings

with the SEC, including USAR’s most recently filed Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q

and subsequent filings. Any forward-looking statements speak only as of the date of this press release (or such other date as is specified

in such statements), and USAR undertakes no obligation to update any forward-looking statements as a result of new information or future

events or developments.

Additional Information and Where to Find

In connection with the proposed

Transactions, USAR intends to file with the SEC a preliminary proxy statement on Schedule 14A and, following SEC review, a definitive

proxy statement (together with any amendments or supplements thereto, the “Proxy Statement”), to be distributed to

USAR’s stockholders in connection with USAR’s solicitation of proxies for the vote by USAR’s stockholders with respect

to the issuance of USAR common stock as merger consideration and other matters described in the Proxy Statement. SVRE’s shareholders

will approve the merger by written consent delivered concurrently with the signing of the merger agreement and will not receive a proxy

statement or prospectus. USAR also plans to file with or furnish to the SEC other relevant documents regarding the proposed Transactions.

After SEC review of the preliminary proxy statement is completed, the definitive Proxy Statement will be mailed to stockholders of USAR.

BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ALL OTHER RELEVANT

DOCUMENTS THAT ARE OR WILL BE FILED WITH OR FURNISHED TO THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY

AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS

AND RELATED MATTERS.

Investors and security holders will be able to

obtain free copies of the Proxy Statement and other documents containing important information about USAR and the proposed Transactions,

once such documents are filed with or furnished to the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents

filed with or furnished to the SEC by USAR will be available free of charge on USAR’s website at investors.usare.com or by contacting

USAR’s Investor Relations department by email at IR@usare.com. The information included on, or accessible through, USAR’s

website is not incorporated by reference into this communication.

Participants in the Solicitation

USAR and certain of its directors

and executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies

in respect of the proposed Transactions.

Information about the directors

and executive officers of USAR, including a description of their direct or indirect interests, by security holdings or otherwise, is contained

in USAR’s Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 30, 2026 (the “Form 10-K”).

Any changes in the holdings of USAR’s securities by USAR’s directors or executive officers from the amounts described in the

Form 10-K will be reflected in Statements of Changes in Beneficial Ownership on Form 4 (“Form 4”) or Annual Statements

of Changes in Beneficial Ownership of Securities on Form 5 (“Form 5”) subsequently filed with the SEC and available

at the SEC’s website at www.sec.gov. Additional information regarding the interests of such participants will be contained in the

Proxy Statement when available.

No Offer or Solicitation

This communication is for

informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to

buy or sell any securities, or a solicitation of any vote or approval on the proposed Transactions or otherwise, nor shall there be any

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

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

requirements of Section 10 of the Securities Act of 1933, as amended, or pursuant to an applicable exemption therefrom.

Item 9.01. Financial Statements and

Exhibits.

(d) Exhibits:

The following exhibits are attached with this current

report on Form 8-K:

Exhibit No.

Description

2.1*

Agreement and Plan of Merger, dated April 19, 2026, by and among USAR, SVRE, Merger Sub and the Serra Verde Rare Earths Ltd., as the Seller Representative

10.1

Form of Voting and Support Agreement, by and among SVRE and certain USAR stockholders

10.2

Form of Registration Rights Agreement, by and among USAR, Serra Verde Rare Earths Ltd., as the Seller Representative, and certain SVRE shareholders

104

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

* The annexes schedules, and certain exhibits to this Exhibit

have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any

omitted annex, schedule or exhibit to the SEC upon request.

SIGNATURE

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

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

USA Rare Earth, Inc.

Date: April 20, 2026

By:

s/ Valerie Ford Jacob

Name:

Valerie Ford Jacob

Title:

Chief Legal Officer

EX-2.1 — AGREEMENT AND PLAN OF MERGER, DATED APRIL 19, 2026, BY AND AMONG USAR, SVRE, MERGER SUB AND THE SERRA VERDE RARE EARTHS LTD., AS THE SELLER REPRESENTATIVE

EX-2.1

Filename: ea028694001ex2-1.htm · Sequence: 2

Exhibit 2.1

Execution Version

AGREEMENT

AND PLAN OF MERGER

by and among

USA

RARE EARTH, INC.,

MIDDLEBURY

MERGER SUB LTD.,

SVRE

HOLDINGS LTD.,

SERRA

VERDE RARE EARTHS LTD.,

AS SELLER REPRESENTATIVE

TABLE OF CONTENTS

Page

Article I. THE MERGER; CLOSING

1.1

The Merger

1.2

Treatment of Warrants

1.3

Effect on Shares; Treatment of Company Equity Awards

1.4

Merger Consideration

1.5

Paying Agent; Exchange Procedures

1.6

The Closing

1.7

Withholding

Article II. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

2.1

Organization; Corporate Power

2.2

Authorization

2.3

Capitalization and Related Matters

2.4

Subsidiaries; Investments

2.5

No Conflict; Required Filings and Consents

2.6

Financial Statements

2.7

Liabilities

2.8

Absence of Certain Developments

2.9

Tangible Assets

2.10

Intellectual Property

2.11

Data Privacy.

2.12

Real Property

2.13

Contracts

2.14

Insurance

2.15

Legal Proceedings; Orders

2.16

Tax Matters

2.17

Compliance with Laws; Permits; Sanctions

2.18

Employees

2.19

Employee Benefits

2.20

Affiliated Transactions

2.21

Environmental Matters

2.22

Customers and Suppliers

2.23

Brokerage

2.24

Mineral Rights

2.25

Solvency

2.26

Information Supplied

2.27

Retained Finance Agreement.

2.28

No Other Representations; No Reliance

Article III. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

3.1

Organization; Power

3.2

Capitalization.

3.3

Authorization

3.4

No Conflict; Required Filings and Consents

3.5

Brokerage

3.6

Valid Issuance; Sufficiency of Funds

3.7

SEC Reports; Nasdaq Listing.

3.8

Internal Controls and Procedures

3.9

Absence of Certain Changes of Events

3.10

No Undisclosed Liabilities

3.11

Compliance with Law; Permits; Sanctions

3.12

Legal Proceedings; Orders

3.13

Intellectual Property

3.14

Environmental Matters

3.15

DWAC

3.16

Merger Sub Formation

3.17

Parent Stock

3.18

Information Supplied

3.19

Required Vote

3.20

Tax Matters.

3.21

Data Privacy

3.22

Real Property Interests

3.23

Employee Matters.

3.24

Parent Loan Agreement

3.25

Insurance

3.26

No Other Representations; No Reliance

Article IV. PRE-CLOSING COVENANTS

4.1

Conduct of Business by the Company

4.2

Access to Information

4.3

Governmental Approvals

4.4

Consents

4.5

Notice of Developments

4.6

Termination of Certain Related-Party Arrangements

4.7

Efforts; Cooperation

4.8

Representations and Warranties Insurance

4.9

Preparation of the Proxy Statement; Parent Stockholder Meetings

4.10

Audit Information

4.11

Data Room Information

4.12

Conduct of Business by Parent and Merger Sub

4.13

Voting and Support Agreement

4.14

Director and Officer Resignations

4.15

Real Property Holding Corporation

4.16

Shelf Registration Statement

4.17

Retained Finance Agreement; Royalty Agreements.

Article V. ADDITIONAL AGREEMENTS

5.1

Tax Matters

5.2

Directors’ and Officers’ Liability

5.3

Confidentiality

5.4

Confidentiality of Terms of Transaction, Etc

5.5

Use of Corporate Name or Trade Name

5.6

Book-Entry; Legends.

5.7

Further Actions

5.8

Employee Matters

5.9

280G Shareholder Approval

5.10

Parent Board Appointments

5.11

BVI Shareholder Consent

Article VI. CONDITIONS TO CONSUMMATION OF THE MERGER

6.1

Conditions to Obligation of Parent and Merger Sub

6.2

Conditions to Obligation of the Company

Article VII. TERMINATION

7.1

Termination

7.2

Effect of Termination

Article VIII. DEFINITIONS

8.1

Interpretation

8.2

Certain Definitions

8.3

Additional Definitions

Article IX. SURVIVAL AND RELEASE

9.1

Survival

9.2

“As Is” Acquisition

9.3

Waiver and Release

9.4

No Recourse

Article X. MISCELLANEOUS

10.1

No Third-Party Beneficiaries

10.2

Special Rule for Fraud

10.3

Entire Agreement

10.4

Successors and Assigns

10.5

Counterparts

10.6

Titles

iii

10.7

Notices

10.8

Governing Law

10.9

Consent to Jurisdiction

10.10

Waiver of Trial by Jury

10.11

Amendment or Modification

10.12

Waivers

10.13

Specific Performance

10.14

Cumulative Remedies

10.15

Press Releases

10.16

Expenses

10.17

Construction

10.18

Severability of Provisions

10.19

Representation by Counsel

10.20

Seller Representative

10.21

Agreement Acknowledgment and Joinder

100

10.22

Legal Representation

101

Annexes:

Annex I

Key Employees

Exhibits:

Exhibit A

Form of Lockup Agreement

Exhibit B

Form of Registration Rights Agreement

Exhibit C

Map of Mineral Proceedings

Exhibit D

Amended and Restated Memorandum of Association and Articles of Association of the Surviving Company

Exhibit E

Form of Paying Agent Agreement

Exhibit F

Form of Letter of Transmittal

Exhibit G

Illustrative Funds Flow

Exhibit H

Form of Equity Award Acknowledgment

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN

OF MERGER (this “Agreement”) is made as of April 19, 2026, by and among (i) USA Rare Earth, Inc., a Delaware

corporation (“Parent”), (ii) Middlebury Merger Sub Ltd., a business company limited by shares incorporated under the

laws of the British Virgin Islands and an indirect, wholly owned Subsidiary of Parent (“Merger Sub”), (iii) SVRE Holdings

Ltd., a business company limited by shares incorporated under the laws of British Virgin Islands (the “Company”), and

(iv) Serra Verde Rare Earths Ltd., a company incorporated and existing under the laws of the British Virgin Islands, solely in its capacity

as the representative of the Company Shareholders (the “Seller Representative”). Capitalized terms used herein and

not otherwise defined herein shall have the meaning given such terms in Article VIII.

RECITALS

A. The

parties desire to effect a merger of the Company with and into Merger Sub (the “Merger”) pursuant to which, on the

Closing Date and subject to the terms and conditions set forth in this Agreement and in accordance with the BVI Business Companies Act

(As Revised) (the “BVI Act”), the Company shall cease to exist and Merger Sub shall be the Surviving Company (as defined

below) and remain an indirect, wholly owned Subsidiary of Parent.

B. Concurrently

with the execution and delivery of this Agreement, and as a condition and material inducement to Parent’s willingness to enter into

this Agreement, the individuals identified on Annex I (the “Key Employees”) have executed a letter agreement

related to their employment (each an “Employment Agreement” and, collectively, the “Employment Agreements”),

each to become effective at the Closing.

C. Concurrently

with the execution and delivery of this Agreement, and as a condition and material inducement to the Company’s willingness to enter

into this Agreement, certain stockholders of Parent are entering into a voting and support agreement (the “Voting and Support

Agreement”) pursuant to which such stockholders are agreeing, among other things, on the terms and subject to the conditions

of such Voting and Support Agreement, to vote such stockholder’s shares in Parent in favor of the approval of the transactions contemplated

by this Agreement.

D. The

board of directors of each of the Company and Merger Sub has unanimously (i) determined that it is in the best interests of the Company

and Merger Sub, respectively, to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby,

on the terms and subject to the conditions set forth in this Agreement, and that, having regard to the benefit to the Company as a whole,

the Merger is fair to the Company Shareholders, (ii) approved and declared advisable this Agreement and the transactions contemplated

hereby, including the Merger, on the terms and subject to the conditions set forth herein, and (iii) in the case of the Company, resolved

to recommend approval and adoption of, by way of resolution of members, this Agreement, the Plan of Merger and the Merger by the Company

Shareholders, and in the case of Merger Sub, resolved to recommend approval and adoption of this Agreement, the Plan of Merger and the

Merger by the sole shareholder of Merger Sub.

E. The

board of directors of Parent has unanimously (i) determined that it is in the best interests of Parent to enter into this Agreement and

to consummate the Merger and the other transactions contemplated hereby, on the terms and subject to the conditions set forth in this

Agreement, and that, having regard to the benefit to Parent as a whole, the Merger is fair to the stockholders of Parent, (ii) approved

and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, on the terms and subject to the

conditions set forth herein, and (iii) resolved to recommend approval of the issuance of Parent Stock pursuant to this Agreement by the

stockholders of Parent.

F. Concurrently

with the execution and delivery of this Agreement, the Company has delivered, or caused to be delivered, to Parent a written acknowledgment

of payment, in form and substance reasonably satisfactory to Parent (the “Orion Acknowledgment of Payment”), duly executed

by Orion, pursuant to which Orion acknowledges and agrees that the Orion Payment constitutes full and final satisfaction of all of Orion’s

remaining rights and obligations with respect to the Class A Preferred Stock of the Company, including any and all accrued but unpaid

dividends, liquidation preferences, or other entitlements arising therefrom.

G. Concurrently

with the execution and delivery of this Agreement, the Company shall deliver to Parent written evidence of the approval and adoption of

this Agreement by the Requisite Sellers (the “Seller Written Consent”).

H. For

U.S. federal income tax purposes, it is intended that the Merger qualify as a “reorganization” within the meaning of Section

368(a)(1)(A) of the Code (by reason of Section 368(a)(2)(D) of the Code), and that this Agreement constitute, and be adopted as, a “plan

of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g).

AGREEMENT

In consideration of the mutual

representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Article I.

THE MERGER; CLOSING

1.1 The Merger.

Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the BVI Act, the Company shall be

merged with and into Merger Sub at the Effective Time (Merger Sub and the Company sometimes being referred to herein as the

“Merger Constituent Companies”). Following the Effective Time, the separate existence of the Company shall cease,

the Company shall be struck off the BVI Register of Companies in accordance with the BVI Act and Merger Sub shall continue as the

surviving BVI business company of the Merger (the “Surviving Company”) and shall succeed to and assume all the

rights and obligations of the Company in accordance with the BVI Act. The Merger shall have the effects provided in this Agreement

and as specified in the BVI Act.

(a) Effects

of the Merger. At and after the Effective Time: (i) the Surviving Company shall become liable for all claims, debts, liabilities and

obligations of each Merger Constituent Company; (ii) the Surviving Company shall have all rights, privileges, immunities, powers, objects

and purposes of each Merger Constituent Company; and (iii) assets of every description, including choses in action and the business of

each of the Merger Constituent Companies, immediately vests in the Surviving Company.

(b) Effective

Time. Subject to the satisfaction or waiver of all of the conditions set forth in Article VI, at the Closing, Parent,

Merger Sub and the Company shall (i) execute a plan of merger in the form required by the BVI Act (the “Plan of Merger”),

(ii) cause articles of merger in the form required by the BVI Act (the “Articles of Merger”) (which append the Plan

of Merger) to be filed with the Registrar of Corporate Affairs of the British Virgin Islands (the “Registrar”) as provided

in the applicable provisions of the BVI Act and (iii) make any and all other filings or recordings required under the BVI Act in connection

with the Merger, including the filing of a letter from the Company’s registered agent confirming it has no objections to the Merger.

The Merger shall become effective at the time when the Articles of Merger have been duly registered by the Registrar or at such later

time as may be agreed by Parent and the Company in writing not being a date exceeding thirty (30) days following registration of the Articles

of Merger by the Registrar (subject to the requirements of the BVI Act) and stated in the Articles of Merger (the “Effective

Time”).

(c)

Organizational Documents of the Surviving Company. At the Effective Time, the memorandum of

association and articles of association of Merger Sub shall be amended and restated in their entirety as set forth in Exhibit

D attached hereto, and, as so amended and restated, shall be the memorandum of association and articles of association of the

Surviving Company until thereafter amended as provided therein and in accordance with applicable Law.

(d) Directors

and Officers of the Surviving Company. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors

of the Surviving Company, each to hold office in accordance with the organizational documents of the Surviving Company until such director’s

successor is duly elected or appointed and qualified or such director’s earlier resignation or removal. The officers of Merger Sub

immediately prior to the Effective Time shall be the initial officers of the Surviving Company, each to hold office in accordance with

the organizational documents of the Surviving Company until such officer’s successor is duly elected or appointed and qualified

or such officer’s earlier resignation or removal.

1.2 Treatment

of Warrants.

(a) Treatment

of DFC Warrants. The parties acknowledge and agree that the DFC Warrants will be automatically exercised and converted into Shares

in accordance with their respective terms immediately prior to the Closing.

(b) Treatment

of Shareholder Warrants. The parties acknowledge and agree that the Company Shareholder Warrants will be automatically exercised and

converted into Shares in accordance with their respective terms immediately prior to the Closing.

1.3 Effect

on Shares; Treatment of Company Equity Awards.

(a) Conversion

of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or

the Company Shareholders, each Share issued and outstanding as of immediately prior to the Effective Time shall be canceled and extinguished

and, after giving effect to the Orion Payment and the exercise of the DFC Warrants and Company Shareholder Warrants contemplated by Section

1.2, each holder of Shares shall be entitled to receive, at the Closing, (A) a payment by wire transfer of immediately available funds

to the account(s) designated by the Company in the Closing Payment Certificate, of the portion of the Aggregate Cash Merger Consideration

such holder is entitled to receive in accordance with the Funds Flow, which amounts shall be calculated in accordance with the Charter,

applicable Law and any Contracts or other agreements governing or otherwise applicable to the preparation of the Funds Flow and (B) the

portion of the Aggregate Stock Merger Consideration such holder is entitled to receive in accordance with the Funds Flow, which amounts

shall be calculated in accordance with the Charter, applicable Law and any Contracts or other agreements governing or otherwise applicable

to the preparation of the Funds Flow, in each case without any deduction, offset or withholding except as expressly required pursuant

to Section 1.7.

(b) Dissenting

Shares. Notwithstanding any provision of this Agreement to the contrary, Shares that are issued and outstanding immediately prior

to the Effective Time and that are held by a holder who has validly exercised such holder’s right to dissent from the Merger pursuant

to Section 179 of the BVI Act and has not effectively withdrawn or lost such right (such Shares, “Dissenting Shares”)

shall not be converted into or represent a right to receive the Merger Consideration in accordance with Section 1.3(a), but instead

the holder thereof shall only be entitled to such rights as are granted by Section 179 of the BVI Act. If any such holder fails to perfect

or otherwise loses or withdraws such holder’s right to dissent, then as of the later of (i) the Effective Time and (ii) the occurrence

of such event, such holder’s Shares shall automatically be converted into and represent only the right to receive the Merger Consideration

as provided in Section 1.3(a), without interest thereon.

of Treasury Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company

or the Company Shareholders, each Share held in the treasury of the Company or owned by any Subsidiary of the Company immediately prior

to the Effective Time (collectively, “Cancelled Shares”) shall be canceled and extinguished without any conversion

thereof and no consideration, payment or distribution shall be made with respect thereto.

(d) Conversion

of Merger Sub Interests. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub,

the Company or the Company Shareholders, each issued share of Merger Sub issued and outstanding immediately prior to the Effective Time

shall be converted into one validly issued, fully paid and non-assessable ordinary share of the Surviving Company. After the Effective

Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Company.

(e) Treatment

of Company Options.

(i) At

the Effective Time, each Company Option that is not a Performance-Vesting Option, shall automatically, without any action by Parent, the

Company or any holder of such Company Option, become fully-vested and then cancelled and converted on a cashless exercise basis (i.e.

net of any applicable exercise price for such Company Options) into the right of such holder of such Company Option to receive (A) the

portion of Aggregate Cash Merger Consideration that such holder is entitled to receive in accordance with the Funds Flow, and (B) the

portion of Aggregate Stock Merger Consideration that such holder is entitled to receive in respect of such Company Options in accordance

with the Funds Flow, in each case, subject to any applicable Tax withholdings and deductions in accordance with Section 1.7. The

consideration payable pursuant to clause (A) shall be funded by the Paying Agent but remitted through the payroll system of the

Company or a Company Subsidiary, as applicable, with the first payroll payments processed after ten (10) Business Days following the later

of the date the holder delivers an executed Equity Award Acknowledgment to the Company and the Effective Time. The consideration payable

pursuant to clause (B) above shall be issued no later than ten (10) Business Days following the later of the date the holder delivers

an executed Equity Award Acknowledgment to the Company and the Effective Time.

(ii) At

the Effective Time, each unvested Company Option that is held by a Continuing Service Provider and is subject to performance-vesting conditions

as of immediately prior to the Effective Time (i.e. solely those vesting tranches where the applicable performance period has not ended

as of the Effective Time) (the “Performance-Vesting Options”) shall automatically, without any action by Parent, the

Company or any holder of such Company Option, be cancelled, extinguished, substituted with an award of restricted stock units denominated

in shares of Parent Stock (each, a “Substituted RSU Award”), pursuant to Parent’s applicable equity incentive

plan (as amended from time to time, the “Parent Equity Plan”). Each Substituted RSU Award shall be subject to the terms

and conditions set forth in the Parent Equity Plan and Parent’s standard form of restricted stock unit agreement for similarly situated

grantees, as may be adopted, revised and modified from time to time by Parent, except that, upon the involuntary termination of employment

of a holder of Substituted RSU Awards on or following the Closing Date by Parent, or by the applicable Subsidiary of Parent that employs

the individual, without “Cause” or due to death or “Disability”, the Substituted RSU Awards held by such holder

shall automatically vest. “Cause” and “Disability” shall have such meanings as set forth in the Parent Equity

Plan, but without regard to the first clause therein referring to such definitions as set forth in an employment or similar agreement.

Each Substituted RSU Award shall be comprised of that number of restricted stock units denominated in shares of Parent Stock equal to

the quotient (rounded down to the nearest whole number) calculated by dividing (A) the product of (x) the number of unvested shares underlying

the Performance-Vesting Option (assuming 100% achievement of the Balanced Performance Index (as defined in the award agreement evidencing

such Performance-Vesting Option)) immediately before the Effective Time multiplied by (y)(1) the per share gross value attributed in the

Funds Flow to a Company Option in (e)(i) above, less (2) the exercise price per share of such Performance-Vesting Option, by (B) the Parent

Specified Stock Price. Such Substituted RSU Award will be subject to time-based vesting and shall vest subject to the holder’s continued

service with Parent (or any applicable affiliate thereof, including the Company and Company Subsidiaries) through the same year-end vesting

dates (for clarity, December 31, 2026 for the vesting tranche subject to the achievement of the Balanced Performance Index for 2026 and

December 31, 2027 for the vesting tranche subject to the achievement of the Balanced Performance Index for 2027). Notwithstanding the

foregoing, the method of substituting each Performance-Vesting Option into a Substituted RSU Award shall be determined in a manner consistent

with the requirements of applicable Law, and any amounts or shares delivered upon the vesting or settlement of a Substituted RSU Award

may be reduced by any applicable Tax withholdings and deductions in accordance with Section 1.7.

(f) Treatment

of Company RSUs. At the Effective Time, each Company RSU, whether vested or unvested, shall automatically, without any action by Parent,

the Company or any holder of such Company RSU, become fully vested and then cancelled and converted into the right of such holder

of such Company RSU to receive (A) the portion of Aggregate Cash Merger Consideration that such holder is entitled to receive in accordance

with the Funds Flow, and (B) the portion of Aggregate Stock Merger Consideration that such holder is entitled to receive in respect of

such Company RSUs in accordance with the Funds Flow, in each case, subject to any applicable Tax withholdings and deductions in accordance

with Section 1.7. The consideration payable pursuant to clauses (A) shall be funded by the Paying Agent but remitted through

the payroll system of the Company or a Company Subsidiary, as applicable, with the first payroll payments processed after ten (10) Business

Days following the later of the date the holder delivers an executed Equity Award Acknowledgment to the Company and the Effective Time.

The consideration payable pursuant to clause (B) above shall be issued no later than ten (10) Business Days following the later

of the date the holder delivers an executed Equity Award Acknowledgment to the Company and the Effective Time.

(g) Treatment

of Company SARs. At the Effective Time, each Company SAR, whether vested or unvested, shall automatically, without any action by Parent,

the Company or any holder of such Company SAR, become fully vested and then cancelled and converted on a cashless exercise basis (i.e.

net of the applicable reference price for such Company SARs) into the right of such holder of such Company SAR to receive (A) the portion

of Aggregate Cash Merger Consideration that such holder is entitled to receive in accordance with the Funds Flow, and (B) the amount of

Aggregate Stock Merger Consideration that such holder is entitled to receive in respect of such Company SARs in accordance with the Funds

Flow, in each case, subject to any applicable Tax withholdings and deductions in accordance with Section 1.7. The consideration

payable pursuant to clause (A) shall be funded by the Paying Agent but remitted through the payroll system of the Company or a

Company Subsidiary, as applicable, with the first payroll payments processed after ten (10) Business Days following the later of the date

the holder delivers an executed Equity Award Acknowledgment to the Company and the Effective Time. The consideration payable pursuant

to clause (B) above shall be issued no later than ten (10) Business Days following the later of the date the holder delivers an

executed Equity Award Acknowledgment to the Company and the Effective Time.

(h) Equity

Award Acknowledgments. No later than ten (10) Business Days prior to the anticipated Effective Time, the Company shall deliver, and

shall cause each applicable Company Subsidiary to deliver, to each holder of Company Options, Company RSUs and Company SARs an Equity

Award Acknowledgment in the form attached hereto as Exhibit H (“Equity Award Acknowledgment”). The Company shall, and

shall cause any Company Subsidiary to use commercially reasonable efforts to obtain from each holder of each such Company Options, Company

RSUs and Company SARs an executed Equity Award Acknowledgment. Notwithstanding anything to the contrary set forth herein, no holder of

Company Options, Company RSUs or Company SARs shall be entitled to receive any Merger Consideration in respect of such Company Options,

Company RSUs or Company SARs unless and until such holder has timely delivered an executed Equity Award Acknowledgment to the Company.

(i) Company

Equity Plan Termination. The Company shall, prior to the Effective Time, (i) take or cause to be taken all actions, as may be required,

including delivering an Equity Award Acknowledgment to each holder of a Company Option, Company RSU and Company SAR, obtaining appropriate

resolutions of the Company Board of Directors and providing all notices and obtaining all consents, to give effect to the treatment of

the Company Equity Awards as provided herein, and (ii) upon written request from Parent at least ten (10) Business Days prior to the Closing

Date, terminate the Company Equity Plan effective as of the Closing.

(j) Fractional

Shares. No fractional shares of Parent Stock shall be issued, and any fractional shares of Parent Stock otherwise issuable to a Company

Shareholder or Company Equity Award Holder shall be rounded to the nearest whole share (after aggregating all fractional shares of Parent

Stock otherwise issuable to such Company Shareholder or Company Equity Award Holder).

(k) Anti-Dilution

Adjustments. The number of shares of Parent Stock to be issued pursuant to this Agreement shall be proportionately adjusted to reflect

any stock split, combination of shares, stock dividend, reorganization, recapitalization or other similar event affecting Parent Stock

occurring after the date of this Agreement and prior to the Effective Time so as to provide the Company Shareholders the same economic

effect as contemplated by this Agreement prior to such change.

1.4 Merger

Consideration.

(a) Closing

Payment Certificate. Not more than ten (10) Business Days (but at least five (5) Business Days) prior to the Closing Date, the Company

shall prepare in good faith and deliver to Parent a certificate (the “Closing Payment Certificate”), setting forth

(i) the Company’s calculation of (A) the Merger Consideration, (B) the Aggregate Cash Merger Consideration, (C) the Aggregate Stock

Merger Consideration, and (D) the Orion Payment; and (ii) a funds flow memorandum setting forth payment instructions and call back information

with respect to each payment to be made pursuant to this Agreement or otherwise by or for the benefit of the Company on the Closing Date,

together with a signed letter on each payment recipient’s letterhead which references the applicable wire instructions set forth

in the Funds Flow and includes a call-back person (other than the signatory of such letter) which letter, in respect of any recipient

of transaction expenses, provides that upon payment of such amount, all amounts due to such payee by the Company for services rendered

in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby (whether rendered

prior to or after the Closing) shall be paid in full; (iii) the aggregate amount to be paid to each Company Shareholder and Company Equity

Award Holder at Closing in accordance with this Agreement; (iv) with respect to each Company Option, the number of Shares subject thereto,

the number of Shares subject thereto that are vested and unvested (including the number of unvested shares underlying the Performance-Vesting

Option (assuming 100% achievement of the Balanced Performance Index (as defined in the award agreement evidence such Performance-Vesting

Option), the vesting schedule, the exercise price, the Tax status of such Company Option, and whether the holder thereof is an Accredited

Investor; (v) with respect to each Company RSU, the number of Shares subject thereto, the number of Shares subject thereto that are vested

and unvested, the vesting schedule; (vi) with respect to each Company SAR, the number of stock appreciation rights granted thereto, the

number of stock appreciation rights that are vested and unvested, the vesting schedule, the reference price, and the Tax status of such

Company SAR; and (vii) each Company Shareholder’s Pro Rata Share. The Company shall deliver supporting calculations and documentation

of such calculations concurrently with the delivery of such Closing Payment Certificate (the foregoing clauses (ii) through (vii), the

“Funds Flow”). The Funds Flow shall be prepared in accordance with this Agreement, the Charter, the Orion Agreement,

applicable Law and any Contracts or other agreements governing or otherwise applicable to the preparation of the Funds Flow, and shall

be in form and substance consistent with Exhibit G (as adjusted for any changes to the information therein occurring between the

date of this Agreement and the Closing Date permitted by this Agreement). Parent shall have the right to review and comment on the Closing

Payment Certificate and Funds Flow, and the Company shall consider in good faith any such comments and shall incorporate any comments

that correctly identify any inconsistency between the Closing Payment Certificate or the Funds Flow and this Agreement, the Charter, or

the Orion Agreement. The Company shall consult with Parent and its accountants with respect to the preparation of the Closing Payment

Certificate. Notwithstanding anything to the contrary set forth herein, in no event shall the aggregate Merger Consideration paid at the

Effective Time exceed an amount equal to the Merger Consideration. An illustrative Funds Flow is attached here to as Exhibit G.

Not more than ten (10) Business Days (but at least five (5) Business Days) prior to the Closing Date, the Company shall deliver to Parent

a written notice setting forth good faith estimates of (1) the amount of Cash held by the Company and its Subsidiaries as of the Closing

and (2) the amount of outstanding Indebtedness incurred by the Company and its Subsidiaries as of the Closing.

(b) Merger

Consideration. For purposes of this Agreement, the “Merger Consideration” means an amount equal to (i) the Aggregate

Cash Merger Consideration; plus (ii) the Aggregate Stock Merger Consideration.

1.5 Paying

Agent; Exchange Procedures.

(a) Paying

Agent Agreement. As soon as reasonably practicable following the date of this Agreement (and in any event no later than ten (10) Business

Days prior to the Closing Date), Parent, the Company and the Seller Representative shall enter into a paying agent agreement with Continental

Stock Transfer & Trust Company, as paying agent (the “Paying Agent”), substantially in the form attached hereto

as Exhibit E (the “Paying Agent Agreement”). All fees, costs and expenses of the Paying Agent shall be borne

equally by Parent and the Company.

(b) Letter

of Transmittal; Exchange Procedures. No later than three (3) Business Days prior to the anticipated Closing Date, Parent shall cause

the Paying Agent to deliver (including by electronic means where permissible) to each record holder of Shares (other than Dissenting Shares)

(i) a letter of transmittal in the form substantially set forth in Exhibit F (the “Letter of Transmittal”) and

(ii) instructions for effecting the surrender of such Shares in exchange for the Merger Consideration, and the Company Shareholders shall

be entitled to submit executed Letters of Transmittal to the Paying Agent for settlement at the Effective Time, so that each Company Shareholder

receives the applicable Merger Consideration at the Closing. Upon surrender of Shares to the Paying Agent in accordance with the terms

of the Letter of Transmittal, together with a duly completed and validly executed Letter of Transmittal and such other documents as may

be reasonably required by the Paying Agent or Parent, the holder of such Shares shall be entitled to receive in exchange therefor the

Merger Consideration payable in respect of such Shares pursuant to Section 1.3(a), and the Shares so surrendered shall forthwith

be cancelled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment

may be made to a Person other than the Person in whose name the Shares so surrendered are registered if the Person requesting such payment

provides documentation reasonably satisfactory to Parent and the Paying Agent evidencing such transfer.

of the Transfer Books. At the Effective Time, the register of members of the Company shall be closed with respect to all Shares outstanding

immediately prior to the Effective Time. No further transfer of any such Shares shall be made on such register of members after the Effective

Time.

(d) No

Further Ownership Rights. From and after the Effective Time, holders of Shares immediately prior to the Effective Time shall cease

to have any rights as shareholders of the Company and shall have no rights with respect to such Shares, except as otherwise provided in

this Agreement or by applicable Law, including the right to receive the Merger Consideration into which such Shares shall have been converted

as a result of the Merger and any amounts that may become payable pursuant to Section 1.7. The Merger Consideration paid upon the

cancellation of Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining

to such Shares. No interest shall be paid or accrued for the benefit of holders of Shares on any amounts payable upon surrender or exchange

of such Shares.

(e) Lost

Certificates. In the event any share certificate evidencing Shares has been lost, stolen or destroyed, upon the making of an affidavit

of that fact by the Person claiming such certificate to be lost, stolen or destroyed, and, if required by Parent, the posting by such

Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against Parent with respect

to such certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration

deliverable in respect thereof pursuant to this Agreement.

(f) Termination

of Paying Agent Fund. Any portion of the Merger Consideration deposited with the Paying Agent that remains undistributed to the Company

Shareholders for twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, and any Company Shareholder who

has not theretofore received the Merger Consideration to which such Company Shareholder is entitled shall thereafter look only to Parent

(and only as a general creditor thereof) for payment of the Merger Consideration to which such Company Shareholder is entitled. None of

Parent, the Surviving Company, the Paying Agent or any employee, officer, director, trustee, agent, representative or Affiliate thereof

shall be liable to any Person in respect of any Merger Consideration delivered to a public official pursuant to any applicable abandoned

property, escheat or similar Law. Any amounts remaining unclaimed by holders of any Shares immediately prior to the time at which such

amounts would otherwise escheat to, or become property of, any Governmental Entity shall, to the extent permitted by applicable Law, become

the property of Parent, free and clear of any claims or interest of such holders or their successors, assigns or personal representatives

previously entitled thereto.

1.6 The

Closing

(a) Closing.

The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place remotely by electronic

exchange at 9:00 a.m. New York City time on the date that is two (2) Business Days after the date on which all conditions set forth in

Article VI have been satisfied or waived (other than those conditions that by their terms are to be satisfied by actions taken

at the Closing), or at such other time and place as Parent and the Company may mutually agree. The date on which the Closing actually

occurs is referred to in this Agreement as the “Closing Date.”

(b) Payment

of Merger Consideration. At the Closing, Parent shall: (i) deposit an amount equal to the Aggregate Cash Merger Consideration with

the Paying Agent, and (ii) deposit the Aggregate Stock Merger Consideration with the Paying Agent, in each case, which Parent shall cause

the Paying Agent to pay to the Company Shareholders, Company Equity Award Holders and Orion, in accordance with the Funds Flow, this Agreement

and the Paying Agent Agreement.

of Company Transaction Expenses. At or prior to the Closing, Parent shall pay, or cause to be paid (to the extent applicable), in

cash by wire transfer of immediately available funds in accordance with the instructions set forth in the Closing Payment Certificate,

to the payees thereof, all reasonable and customary transaction expenses in accordance with this Agreement that are unpaid immediately

prior to the Effective Time.

(d) Payment

of Orion Payment. At the Closing, OMF Fund III (F) Ltd. (“Orion”) will be entitled to receive its portion of the

Aggregate Cash Merger Consideration and the Aggregate Stock Merger Consideration (the “Orion Payment”) as set forth

in the Funds Flow in accordance with that certain Side Letter Agreement dated as of March 5, 2026 (the “Orion Agreement”),

by and between the Company and Orion; provided, however, that the Company shall have delivered to Parent the Orion Acknowledgment

of Payment at or prior to the Closing.

(e) Funds

Flow. Parent, Merger Sub, Paying Agent and, after the Closing, the Surviving Company and their respective Affiliates shall be entitled

to rely solely on the Funds Flow and Closing Payment Certificate with respect to the amounts allocated and payable to the Company Shareholders

and other parties as set forth thereon (through delivery of funds to the Paying Agent pursuant to and in accordance with this Agreement

and the Paying Agent Agreement), without any obligation to investigate or verify the accuracy or correctness thereof. None of Parent,

Merger Sub, Paying Agent and, after the Closing, the Surviving Company shall be liable for any Losses to any Person, including the Seller

Representative and any Company Shareholder, for any inaccuracy, error, omission or miscalculation in the Funds Flow and Closing Payment

Certificate, or any action taken or payments made in good faith by any Person (including Parent, Merger Sub, Paying Agent and, after the

Closing, the Surviving Company and their respective Affiliates) in reliance thereon; provided that the foregoing shall not limit

the liability of Parent or the Surviving Company for their own gross negligence, willful misconduct or fraud in connection with the disbursement

of Merger Consideration. Notwithstanding anything contained in this Agreement to the contrary, to the extent any payment is to be made

by Parent or the Surviving Company to the Paying Agent on behalf of or for the benefit of any Company Shareholder, if such payment is

so made to the Paying Agent in the amount set forth on the Funds Flow and Closing Payment Certificate, then neither Parent nor the Surviving

Company nor their Affiliates shall have any further responsibility or liability with respect thereto and such parties shall be entitled

to rely conclusively and without independent verification on the Paying Agent making further payment to such Company Shareholder, as applicable.

(f) Closing

Deliveries of Parent. At or prior to the Closing, Parent shall deliver: (i) to the Company and the Seller Representative, a certificate

of an authorized officer of Parent, dated as of the Closing Date, certifying that the conditions specified in Sections 6.2(a) and

6.2(b) are satisfied (the “Parent Closing Certificate”); (ii) to the Seller Representative and the Paying Agent,

a duly executed counterpart to the Paying Agent Agreement; and (iii) evidence that Parent has deposited or caused to be deposited with

the Paying Agent funds sufficient to pay the cash portion of the Merger Consideration.

(g) Closing

Deliveries of the Company and Seller Representative. At or prior to the Closing, the Company (with respect to all items below other

than clause (i)) or the Seller Representative (with respect to item in clause (i) below) shall deliver (or cause to be delivered):

(i) to Parent and the Paying Agent, a counterpart to the Paying Agent Agreement, duly executed by the Seller Representative; (ii) to Parent,

a certificate of an authorized officer of the Company, dated as of the Closing Date, certifying that the conditions specified in Sections

6.1(a) and 6.1(b) are satisfied (the “Company Closing Certificate”); (iii) to Parent, a certificate of good standing

of the Company, dated as of a recent date before the Closing Date, issued by the Registrar; (iv) to Parent, to the extent received, the

resignations contemplated by Section 4.14; and (v) to Parent, a copy of the Articles of Merger and Plan of Merger, duly executed

by the Company.

1.7 Withholding.

Notwithstanding anything to the contrary in this Agreement, Parent and the Surviving Company (and any other Person that has a

withholding obligation with respect to any payment made pursuant to this Agreement, including the Paying Agent) shall be entitled to

deduct and withhold, or cause to be deducted and withheld, from any amounts otherwise payable pursuant to this Agreement to any

Person such amounts as are required to be deducted and withheld under the Code (or any provision of applicable Law with respect to

the making of such payment) with respect to such payment; provided, that, other than with respect to required deductions and

withholdings in respect of compensatory payments of the Merger Consideration, the withholding party shall (and in the case of the

Paying Agent or any other agent acting on behalf of Parent, Parent shall cause such agent to) use commercially reasonable efforts to

give notice of its intent to deduct or withhold, at least five (5) Business Days prior to the due date for any relevant payment, to

the Seller Representative, and the parties shall take commercially reasonable steps to reduce or eliminate any such deduction or

withholding. Such notification shall include reasonable details regarding the provisions of Law relating to Taxes that the

applicable withholding agent believes require such deduction or withholding. To the extent that amounts are so deducted or withheld

and paid to the appropriate Governmental Entity in accordance with applicable Law, such amounts shall be treated for all purposes of

this Agreement as having been paid to such Person in respect of whom such deduction or withholding was made.

Article II.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the

Disclosure Schedules (it being agreed that disclosure of any item in any section or subsection of the Disclosure Schedules shall be deemed

disclosure only with respect to any other section or subsection of this Agreement to which the relevance of such item is reasonably apparent

on its face), the Company hereby represents and warrants to Parent and Merger Sub that the statements contained in this Article II

are true and correct as of the date of this Agreement and will be true and correct as of the Closing Date (unless the particular statement

speaks expressly as of another date, in which case the Company so represents and warrants as of such other date).

2.1 Organization;

Corporate Power. The Company is a BVI business company duly incorporated, validly existing

and in good standing under the Laws of its jurisdiction of incorporation and is duly qualified to do business and in good standing

as a foreign corporation in all other jurisdictions in which its ownership of property or conduct of business requires it to be

qualified, except where the failure to be so qualified or in good standing in a jurisdiction other than the British Virgin Islands

would not be material to the Company and the Company Subsidiaries, taken as a whole. The Company possesses all requisite corporate

power and authority necessary to (i) own, operate, lease and license its properties, (ii) carry on its business as now conducted and

(iii) execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which the Company is

or will be a party and to consummate the transactions contemplated hereunder and thereunder, except where such failure to possess

such corporate power and authority would not be material to the Company and the Company Subsidiaries, taken as a whole. True,

correct and complete copies of the Company’s organizational documents as currently in effect, and the equivalent records of

each Company Subsidiary, have been provided to Parent and reflect all amendments made thereto at any time prior to the date of this

Agreement. The organizational documents of the Company are in full force and effect, and the Company is not in material violation of

its organizational documents.

2.2 Authorization.

(a) All

corporate actions and proceedings required to be taken by or on the part of the Company to authorize and permit the execution, delivery

and performance by the Company of this Agreement and the other Transaction Documents to which the Company is or will be a party, have

been duly and validly taken. This Agreement has been, and each other Transaction Document to which the Company is or will be a party has

been or will be prior to the Closing, duly executed and delivered by the Company. This Agreement constitutes, and each other Transaction

Document to which the Company is or will be a party constitutes, or will constitute when so duly executed and delivered, a legal, valid

and binding obligation of the Company, enforceable against the Company in accordance with its terms, in each case subject to the effect

of any applicable bankruptcy, receivership, reorganization, insolvency, fraudulent transfer, moratorium or similar Laws from time to time

in effect affecting creditors or parties’ rights generally and subject, as to enforceability, to the effect of general principles

of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Enforceability

Exceptions”).

(b) The

Seller Written Consent, together with the Requisite Shareholder Approval, constitutes the approval and adoption of this Agreement, the

Plan of Merger and the Merger by all of the Company Shareholders as of the date of this Agreement and satisfies all requirements under

the BVI Act, the Company’s memorandum and articles of association and any shareholders’ agreement or other agreement among

the Company Shareholders with respect to the approval of the Merger. For the avoidance of doubt, no Company Shareholder Meeting shall

be required to approve the Merger.

2.3 Capitalization

and Related Matters.

(a) Section

2.3(a) of the Disclosure Schedules sets forth as of the date hereof (i) the number of issued and outstanding Shares, and (ii) a true,

correct and complete list of the record holders of the Shares, listing for each Person: (A) his, her or its name, and if not a natural

person, its type of entity and jurisdiction of incorporation or organization and (B) the number of Shares owned by such Person.

(b) As

of the date hereof, (i) 20,799,784 Shares are authorized and reserved for issuance under the Company Equity Plan, including 18,373,675

Ordinary Shares and 2,426,109 Class A Ordinary Shares, (ii) Company Equity Awards covering 15,753,474 Ordinary Shares are issued and outstanding,

consisting of 12,061,132 Company Options (of which 3,812,569 are vested and 8,248,562 are unvested (of which 4,211,382 are subject to

performance-vesting and time-vesting conditions and 4,037,180 are subject to time-vesting conditions)) and 3,692,342 Company SARs (of

which 1,934,821 are time-vested), and (iii) Company Equity Awards covering 2,260,789 Class A Ordinary Shares, consisting of 2,260,789

Company RSUs (of which 1,187,386 are time-vested). All Company Equity Awards have been granted under the Company Equity Plan.

of the issued and outstanding Shares have been duly authorized and validly issued, and are fully paid and non-assessable. Immediately

after the Closing, Parent shall own all of the outstanding Shares, free and clear of any Liens or any other restrictions on transfer,

other than those imposed by applicable securities Laws and the Call Option Agreement. Except for the Shares, the Company Equity Awards

and when issued, the DFC Warrants, there are no issued, reserved for issuance or outstanding (i) shares or other equity or voting interests

in, the Company; (ii) securities of the Company convertible into or exchangeable or exercisable for shares of, or other equity or voting

interests in, the Company or containing any profit participation features; or (iii) options, warrants, share appreciation rights, phantom

shares, calls, subscriptions or other rights to acquire from the Company or any Company Subsidiary or other obligations of the Company

or any Company Subsidiary to issue or allot, any capital stock or securities convertible into, or exchangeable or exercisable for, or

evidencing the right to subscribe for, shares in, or other equity or voting interests in the Company or any equity appreciation rights

or phantom equity plans. There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire or retire for

value any Shares. There are no statutory or contractual equity holder preemptive or similar rights, rights of first refusal, rights of

first offer or registration rights with respect to the Shares other than those in the Company’s organization documents. There are

no agreements with respect to the voting or transfer of the Shares to which the Company or any of the Company Subsidiaries is a party

or, to the Knowledge of the Company, to which any Company Shareholder is a party. The Company has not violated any applicable securities

Laws or any preemptive or similar rights created by statute, organizational document or agreement in connection with the offer, sale,

issuance or allotment of any of the Shares. The Company has no liability for, or obligation with respect to, the payment of dividends,

distributions or similar participation interests, whether or not declared or accumulated, and there are no restrictions of any kind which

prevent the payment of the foregoing by the Company, other than those arising under applicable Law and the Retained Finance Agreement.

(d) The

Company has provided to Parent a true, correct and complete list of each Company Equity Award, including: (A) the name of the holder of

such Company Equity Award, (B) the number of Shares subject to the Company Equity Award (as applicable), (C) the number of Shares under

the Company Equity Award that are vested and unvested, (D) the date of grant, (E) the vesting commencement date, (F) the vesting schedule

(and the terms of any acceleration thereof), (G) the exercise price or reference price per Share (as applicable), (H) the Tax status,

(I) the expiration date, (J) the service provider status of such holder (e.g., current employee, former employee, consultant, etc.), and

(K) the country and state of residence of the applicable holder of such Company Equity Award. True, correct and complete copies of the

Company Equity Plan, standard forms of agreements evidencing the grant of Company Equity Awards (and any such individual agreements that

differ in any material respect from the standard form), and third-party valuations of Shares obtained by the Company have been made available

to Parent, and the Company Equity Plan, such agreements and third-party valuations have not been amended, modified or supplemented since

being made available to Parent, and there are no agreements, understandings or commitments to amend, modify or supplement the Company

Equity Plan. The Company Equity Plan has been duly authorized, approved and adopted by the Company’s board of directors and the

holders of Shares and is in full force and effect. Other than as set forth on Section 2.3(d) of the Disclosure Schedules, no Company

Equity Award has been granted to any Person who is subject to taxation in the United States. All Company Equity Awards (including, if

applicable, the exercise price or methodology for determining the exercise price and substantive terms thereof) have been appropriately

authorized in accordance with applicable Laws and necessary corporation action, including, as applicable, approval by the Company board

of directors or an appropriate committee thereof and any required Company shareholder approval by the necessary number of votes or written

consents as of the applicable date of grant. No Company Options or Company SARs have been retroactively granted nor has the exercise price

of any Company Option or Company SAR been determined retroactively, in any case, in contravention of any applicable Law. The terms of

the Company Equity Plan permit the treatment of Company Equity Awards as provided herein.

(e) Neither

the Company nor any Company Subsidiary has outstanding bonds, debentures, notes or other similar obligations, the holders of which have

the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of the

Company on any matter.

2.4 Subsidiaries;

Investments.

(a) Section

2.4(a) of the Disclosure Schedules sets forth as of the date hereof a true, correct and complete list of all Subsidiaries of the Company

(each a “Company Subsidiary”), including each Company Subsidiary’s name, type of entity, jurisdiction and date

of incorporation or organization, authorized capital stock, partnership or membership capital or equivalent, the number and type of its

issued and outstanding shares of capital stock, partnership or membership interests or similar ownership interests, and the current ownership

of such shares, partnership or membership interests or similar ownership interests.

(b) Except

for the Company Subsidiaries, neither the Company nor any Company Subsidiary owns, of record or beneficially, any direct or indirect equity

or other ownership, capital, voting or participation interest or any right (contingent or otherwise) to acquire the same in any Person.

Company Subsidiary (i) is duly incorporated or organized, validly existing and in good standing under the Laws of its jurisdiction of

incorporation or organization and in all other jurisdictions in which its ownership of property or conduct of business requires it to

be qualified, except where the failure to be so organized, existing, qualified or in good standing would not reasonably be expected to

be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, and (ii) possesses all requisite

organizational power and authority to own, operate, lease and license its properties, to carry on its business as now conducted and to

consummate the transactions contemplated by this Agreement and the other Transaction Documents to which it is or will be a party. True,

correct and complete copies of each Company Subsidiary’s organizational documents have been provided to Parent and reflect all amendments

made thereto at any time prior to the date of this Agreement.

(d) All

of the issued and outstanding issued shares, shares of capital stock, partnership or membership interests and/or other similar ownership

interests of each Company Subsidiary (“Subsidiary Equity Interests”) have been duly authorized and validly issued,

and are fully paid and, to the extent applicable, non-assessable. The Company or one or more Company Subsidiaries owns (beneficially and

of record) all of the outstanding Subsidiary Equity Interests, free and clear of any Liens, other than restrictions on transfer arising

under this Agreement, applicable securities Laws or the organizational documents of such Company Subsidiary. There are no issued, reserved

for issuance or outstanding (i) Subsidiary Equity Interests; (ii) securities convertible into or exchangeable for Subsidiary Equity Interests

or containing any profit participation features; or (iii) options, warrants, share appreciation rights, phantom shares, calls, subscriptions

or other rights to acquire, or obligations to issue or allot, Subsidiary Equity Interests or any equity appreciation rights or phantom

equity plans. There are no outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire

or retire for value any Subsidiary Equity Interests. There are no statutory or contractual equity holder preemptive or similar rights,

rights of first refusal or registration rights with respect to any security of any Company Subsidiary. There are no agreements with respect

to the voting or transfer of any security of any Company Subsidiary. No Company Subsidiary has violated any applicable securities Laws

or any preemptive or similar rights created by statute, organizational document or agreement in connection with the offer, sale, issuance

or allotment of any security of any Company Subsidiary. No Company Subsidiary has any liability for, or obligation with respect to, the

payment of dividends, distributions or similar participation interests, whether or not declared or accumulated, and there are no restrictions

of any kind which prevent the payment of the foregoing by any Company Subsidiary.

(e) No

Company Subsidiary is a participant in any joint venture, partnership or similar arrangement. No Company Subsidiary has agreed or is obligated

to, directly or indirectly, make any future investment in or capital contribution or advance to any Person.

2.5 No Conflict; Required

Filings and Consents.

(a) The

execution and delivery by the Company of this Agreement and the other Transaction Documents to which the Company is or will be a party

does not, and the performance by the Company of this Agreement and such other Transaction Documents will not, (i) conflict with or violate

any provision of the organizational documents of the Company or any Company Subsidiary; (ii) conflict with or violate any Law applicable

to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected;

(iii) (A) require any consent or approval under, (B) result in any breach of or any loss of any benefit under, (C) constitute a change

of control or default (or an event which with notice or lapse of time or both would become a default) under, or (D) give to others any

right of termination, vesting, amendment, acceleration or cancellation of, any right or obligation under any Material Contract or Permit;

(iv) result in the creation of any Lien (other than Permitted Liens) on any property or asset of the Company or any Company Subsidiary;

or (v) cause the Company or any Company Subsidiary to become subject to, or to become liable for the payment of, any Tax, in each case

in any material respect.

(b) Assuming

the accuracy of the representations and warranties of Parent and Merger Sub in Article III, the execution and delivery by

the Company of this Agreement and the other Transaction Documents to which the Company is a party does not and will not, and the performance

of this Agreement and such other Transaction Documents by the Company will not, require any consent, approval, Order, authorization or

permit of, or registration, declaration or filing with or notification to, any Governmental Entity, except for (a) filings required under

the HSR Act and (b) applicable requirements, if any, under federal or state securities or “blue sky” Laws or the securities

laws of any other jurisdiction.

2.6 Financial

Statements. Section 2.6 of the Disclosure Schedules includes a true, correct and

complete copies of the Company’s unaudited consolidated balance sheets of the Company as of December 31, 2025 (the

“Balance Sheet Date”), and audited consolidated balance sheets of the Company as of December 31, 2024, and in

each case the related consolidated statements of operations, of comprehensive loss, of changes in stockholders’ equity and of

cash flows for the years then ended, including the related notes (the “Financial Statements”). Each of the

Financial Statements (including in all cases the notes and schedules thereto, if any) (A) was prepared from, and is consistent with,

the books and records of the Company and each Company Subsidiary, (B) has been prepared in accordance with GAAP consistently applied

throughout the periods covered thereby, except as disclosed in the notes thereto, and (C) presents fairly in all material respects

the financial condition, results of operations, shareholders’ equity and cash flow of the Company and each Company Subsidiary.

No financial statements of any Person other than the Company and the Company Subsidiaries are required by GAAP to be included or

reflected in any of the foregoing financial statements. The Company has also delivered to Parent, true, correct and complete copies

of any material written communications from the Company’s auditors to the Company’s board of directors or audit

committee thereof during the thirty-six (36) months prior to the date of this Agreement, together with true, correct and complete

copies of any material written responses thereto.

2.7 Liabilities.

(a) Section

2.7(a) of the Disclosure Schedules includes a list of all outstanding Indebtedness of the Company and each Company Subsidiary (including

under the Retained Finance Agreement). All letters of credit, fidelity bonds and surety bonds of the Company and the Company Subsidiaries

are in full force and effect and will continue in full force and effect immediately following the consummation of the transactions contemplated

by the Transaction Documents. No material default (or, an event which with notice or lapse of time or both would become a default) exists

with respect to the obligations of the Company or any Company Subsidiary under any such letters of credit, fidelity bonds or surety bonds

and neither the Company nor any Company Subsidiary has received any written notification of cancellation of any of such letters of credit,

fidelity bonds or surety bonds.

(b) Neither

the Company nor any Company Subsidiary has any Liability except for: (i) Liabilities reflected on the face of or reserved against in the

Financial Statements; (ii) Liabilities incurred in the Ordinary Course of Business since the Balance Sheet Date (none of which relate

to breach of contract, breach of warranty, tort, infringement, violation of or Liability under any Law or any Order); (iii) Liabilities

expressly contemplated by or incurred in connection with this Agreement and the transactions contemplated hereby, (iv) Liabilities that

would not be material to the Company and the Company Subsidiaries, taken as a whole and (v) Liabilities that are future executory Liabilities

arising under any Material Contract (other than as a result of a breach thereof). Neither the Company nor any Company Subsidiary maintains

any “off-balance sheet arrangement” within the meaning of Item 303(a)(4)(ii) of Regulation S-K of the Securities and Exchange

Commission (the “SEC”).

aggregate outstanding principal amount of Indebtedness for borrowed money of the Company and the Company Subsidiaries (including all accrued

and unpaid interest, fees, premiums and other amounts payable in respect thereof) does not exceed $435,000,000, and all such Indebtedness

for borrowed money is Indebtedness outstanding under the Retained Finance Agreement. As of March 31, 2026, the aggregate amount of Cash

is $110,204,754.

2.8 Absence of Certain

Developments. Since the Balance Sheet Date, the Company has conducted the Business in the

Ordinary Course of Business in all material respects and there has not been any event, state of circumstances, occurrence or

development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse

Effect. Since the Balance Sheet Date through the date of this Agreement, neither the Company nor any Company Subsidiary has:

(a) sold,

leased, licensed (as licensor), assigned, disposed of or transferred (including transfers to the Company, any Company Subsidiary or any

of its respective employees or Affiliates) any of its assets (whether tangible or intangible), except for sales of inventory and other

dispositions in the Ordinary Course of Business and sales of other assets not in excess of $1,000,000 in the aggregate;

(b) mortgaged,

pledged or subjected to any Lien any portion of its properties or assets, other than Permitted Liens;

committed to make or authorized any capital expenditure not contemplated in the approved budget for the Company and Company Subsidiaries

for 2026 in excess of $500,000 individually or $1,000,000 in the aggregate;

(d) acquired

(including by merger, consolidation, license or sublicense) any interest in any Person or a substantial portion of the assets or business

of any Person or any other assets of any Person, other than acquisitions in the Ordinary Course of Business;

(e) incurred

any Indebtedness or assumed, guaranteed or endorsed the obligations of any Person, except for Indebtedness incurred in the Ordinary Course

of Business with a maturity of not more than one year in a principal amount not, in the aggregate, in excess of $1,000,000 for the Company

and each Company Subsidiary taken as a whole;

(f) entered

into, amended, modified, accelerated or extended, renewed or terminated any Material Contract or waived, released or assigned any material

rights, claims or benefits of the Company or any Company Subsidiary under any Material Contract, except entry into a Material Contract

in the Ordinary Course of Business;

(g) issued,

sold, pledged, disposed of, encumbered or transferred any equity securities, securities convertible, exchangeable or exercisable into

equity securities, or warrants, options or other rights to acquire equity securities, of the Company or any Company Subsidiary, except

under the terms of the Company Equity Plan;

(h) declared,

set aside, or distributed any dividend or other distribution (whether payable in cash, stock, property or a combination thereof), or otherwise

paid any cash or cash equivalents to the shareholders of the Company or their Affiliates or entered into any agreement with respect to

the voting of its capital stock (or other equity securities);

(i) reclassified,

combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock (or other equity

securities);

(j) waived,

released, assigned, settled or compromised any material rights or claims, or any material litigation or arbitration;

(k) disclosed

any trade secrets or other proprietary and confidential information of the Company or any Company Subsidiary to any Person that is not

subject to any confidentiality or non-disclosure agreement;

(l) suffered

material theft, damage, destruction or casualty loss to its assets, whether or not covered by insurance;

(m) (i)

increased the compensation or benefits payable or to become payable to any director, officer, employee or consultant of the Company or

any Company Subsidiary, except (other than for any service provider who is part of senior management or a group head) increases in annual

base salaries or wage rates at times and in amounts that were in the Ordinary Course of Business; provided, that such compensation

increases did not exceed (A) 5% of the service provider’s annual base salary or wage rate levels in effect on the Balance Sheet

Date; or (B) in the aggregate 3% of the cost of annual base salaries or wage rates of the Company and the Company’s Subsidiaries

as of the Balance Sheet Date; (ii) granted or increased any rights to change in control, severance or termination payments or benefits

to, or entered into any severance agreement with, any director, officer, employee or consultant of the Company or any Company Subsidiary;

or (iii) established, adopted, entered into, amended or modified or terminated any Benefit Plan;

(n) made

loans or advances to, guarantees for the benefit of, or any investments in, any Person in excess of $500,000

in the aggregate, except as between the Company and any Company Subsidiary or between any Company Subsidiary and any other Company

Subsidiary;

(o) forgave

any loans to directors, officers, employees or any of their respective affiliates;

(p) made

any change in accounting policies, practices, principles, methods or procedures, other than as required by GAAP or by a Governmental Entity;

(q) (i)

accelerated or delayed collection of notes or accounts receivable in advance of or beyond their regular due dates or the dates when the

same would have been collected in the Ordinary Course of Business; (ii) delayed or accelerated payment of any account payable beyond

or in advance of its due date or the date such liability would have been paid in the Ordinary Course of Business; (iii) made any changes

to cash management policies; (iv) delayed or postponed the repair or maintenance of its properties; or (v) varied any inventory purchase

practices in any material respect from past practices;

(r) write

up, write down or write off the book value of any assets, individually or in the aggregate, for the Company and the Company Subsidiaries

taken as a whole, in excess of $250,000, except for depreciation and amortization in accordance with GAAP consistently applied;

(s) (i)

made, changed or revoked any Tax election, (ii) settled or compromised any claim, notice, audit report or assessment in respect of Taxes,

(iii) entered into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, pre-filing agreement, advance pricing

agreement, cost sharing agreement or closing agreement relating to any Tax, (iv) amended any Tax Return, (v) filed any Tax petition, Tax

complaint or administrative Tax appeal, (vi) surrendered or forfeited any right to claim a Tax refund, (vii) consented to any extension

or waiver of the statute of limitations period applicable to any Tax claim or assessment, (viii) changed any annual Tax accounting period,

(ix) adopted or changed any method of Tax accounting or (x) amended, modified, terminated or entered into any intercompany pricing policy,

transfer pricing methodology, royalty allocation, or margin calculation;

(t) amended

or modified the organizational documents of the Company or any Company Subsidiary; or

(u) agreed

or committed to do any of the foregoing.

2.9 Tangible

Assets.

(a) Except

as would not be material to the Company and the Company Subsidiaries, taken as a whole, the Company and each of the Company Subsidiaries

have good and marketable title to, a valid leasehold interest in or a valid license to use, all the tangible properties and assets used

by them, located on their premises, or shown on the Financial Statements or acquired thereafter (collectively, the “Tangible

Assets”), free and clear of all Liens, other than Permitted Liens. The Tangible Assets are in good operating condition (normal

wear and tear excepted), are fit for use in the Ordinary Course of Business and have been maintained consistent with standards generally

followed in the industry, in each case, in all material respects. The Tangible Assets are all the material tangible properties and assets

necessary for the current operation of the business of the Company and the Company Subsidiaries. The Tangible Assets, including all improvements

and modifications thereto, and the use of such assets by the Company and the Company Subsidiaries, conform to applicable zoning and building

laws in all material respects. Since the Balance Sheet Date, neither the Company nor any Company Subsidiary has suffered theft, damage,

destruction or casualty loss in excess of $2,500,000 in the aggregate to its assets, whether or not covered by insurance. For the avoidance

of doubt, this Section 2.9 does not relate to real property (such items being the subject of Section 2.12).

(b) There

are no developments affecting any Tangible Asset pending or threatened which would reasonably be expected to materially detract from the

value, materially interfere with any present or intended use or materially adversely affect the marketability of any Tangible Asset. All

leases by the Company and the Company Subsidiaries of the Tangible Assets are in good standing and are valid, binding and enforceable

in accordance with their respective terms and there does not exist under any such lease any material default by the Company or any Company

Subsidiary or any event which with notice or lapse of time or both would constitute a default.

2.10 Intellectual

Property.

(a) Section

2.10(a) of the Disclosure Schedules includes a complete and accurate list of each item of Registered IP that is Company IP, indicating

for each item (i) the recorded (and, if different, beneficial) owner(s), (ii) the jurisdiction in which such item of Registered IP has

been registered or filed, (iii) the applicable application, registration, or serial or other similar identification number and (iv) the

applicable application or registration date.

(b) All

Registered IP that is Company IP is subsisting and is valid and enforceable to the extent registered or issued. All filings, payments

and other actions required to be made or taken to obtain, perfect or maintain in full force and effect each item of Registered IP that

is Company IP have been made or taken by the applicable deadline and otherwise in accordance with all applicable Laws. No application

for, or registration with respect to, any Registered IP set forth on, or required to be set forth on Section 2.10(a) of the Disclosure

Schedules has been abandoned, allowed to lapse, or rejected.

as would not reasonably be expected to be material to the Company or any Company Subsidiary, taken as a whole, no interference, opposition,

reissue, reexamination, or other Action of any nature is pending, or, to the Knowledge of the Company, has been threatened, in which the

scope, validity, registrability or enforceability of any Registered IP that is Company IP is being or has been contested or challenged,

and neither the Company nor any Company Subsidiary has received written notice that any such Company IP is invalid or unenforceable.

(d) Except

as would not reasonably be expected to be material to the Company or any Company Subsidiaries, taken as a whole, neither the Company nor

any Company Subsidiary has transferred ownership of (whether a whole or partial interest), or granted any exclusive right to use, any

Company IP that is material to the Business to any Person.

(e) Except

as would not be material to the Company and the Company Subsidiaries, taken as a whole, (i) the Company and the Company Subsidiaries exclusively

own all right, title, and interest to and in the Company IP free and clear of any Liens, other than Permitted Liens, and have valid rights

to use all other Intellectual Property Rights used, held for use, or practiced by the Company and the Company Subsidiaries in the conduct

of the Business as currently conducted, and (ii) the Company IP and the other Intellectual Property Rights licensed to or otherwise used

by the Company and the Company Subsidiaries collectively constitute all Intellectual Property necessary and sufficient to conduct the

Business of the Company and the Company Subsidiaries as currently conducted.

(f) Except

as would not be material to the Company and the Company Subsidiaries, taken as a whole, no Person who has licensed Intellectual Property

Rights to the Company or any Company Subsidiary has ownership rights or license rights to derivative works or improvements made by or

on behalf of the Company or any Company Subsidiary related to such Intellectual Property Rights.

(g) Except

as would not be material to the Company and the Company Subsidiaries, taken as a whole, (A) each Person who is or was an employee, officer,

director or contractor of the Company or any Company Subsidiary and who is or was engaged by the Company or any Company Subsidiary or

its agent to design, create or otherwise develop any Intellectual Property Rights has signed a valid and enforceable agreement containing

a present assignment to the Company or the Company Subsidiary (as applicable) of all such Intellectual Property Rights or such Intellectual

Property Rights have vested in the Company or any Company Subsidiary as a matter of Law, (B) no current or former shareholder, officer,

director, or employee of the Company or any Company Subsidiary has any claim, right (whether or not currently exercisable), or interest

to or in any Intellectual Property Rights used or held for use by the Company or any Company Subsidiary. To the Knowledge of the Company,

no employee of the Company or any Company Subsidiary is (i) bound by or otherwise subject to any Contract restricting him or her from

performing his or her duties for the Company or any Company Subsidiary or (ii) in breach of any Contract with any former employer or other

Person, in each case, concerning Intellectual Property Rights or confidentiality.

(h) To

the Knowledge of the Company, no Person has infringed, misappropriated, diluted, or otherwise violated, or is currently infringing, misappropriating,

diluting, or otherwise violating, any Company IP in any material respect, and there are no pending or threatened claims or similar Actions

by the Company or any Company Subsidiary against any Person alleging infringement, misappropriation, dilution or other violation of any

Company IP.

(i) Except

as would not be material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2023, neither the conduct of

the Business, nor the ownership, licensing, use, exploitation or development of the Company IP by the Company and the Company Subsidiaries

has infringed, misappropriated, diluted, or otherwise violated, or is currently infringing, misappropriating, diluting, or otherwise violating,

any Intellectual Property Right of any other Person. No infringement, misappropriation, dilution, or similar claim or Action is pending

or, to the Knowledge of the Company, threatened against the Company or any Company Subsidiary or, to the Knowledge of the Company, against

any Person who may be entitled to be indemnified or reimbursed by the Company or any Company Subsidiary with respect to such claim or

Action. Neither the Company nor any Company Subsidiary has received any written notice relating to any actual, alleged, or suspected infringement,

misappropriation, dilution, or other violation of any Intellectual Property Right of another Person, including any notice inviting the

Company or a Company Subsidiary to take a license under any Intellectual Property Right.

(j) Neither

the execution, delivery, or performance of this Agreement, nor the consummation of any of the transactions or agreements contemplated

by this Agreement, will, with or without notice or the lapse of time, result in, or give any other Person the right or option to cause

or declare, (i) a loss of, or Lien (other than a Permitted Lien) on, any Company IP, (ii) a breach of, termination of, or acceleration

or modification of any right or obligation under any Contract listed or required to be listed in Section 2.13(a)(viii) of the Disclosure

Schedules, (iii) the release, disclosure, or delivery of any Company IP by or to any escrow agent or other Person or (iv) the grant, assignment,

or transfer to any other Person of any license or other right or interest under, to, or in any Intellectual Property Right, including

any such grant, assignment or transfer by Parent or its Affiliates.

(k) Neither

the Company nor any Company Subsidiary is, nor ever has been, a member or promoter of, or a contributor to, any industry standards body

or similar organization that would require or obligate the Company or any Company Subsidiary to grant or offer to any other Person any

license or right to any Company IP or to refrain from enforcing any Company IP.

(l) No

funding, facilities, or personnel of any Governmental Entity or academic institution were used to develop or create, in whole or in part,

any Company IP. The Company is not a party to any Contract with any Governmental Entity or academic institution that grants to such Governmental

Entity any right or license with respect to any Company IP.

(m) The

Company IT Systems (i) are in good working condition and operate in all material respects in accordance with their documentation and functional

specifications, (ii) are sufficient in all material respects for the conduct of the Business as currently conducted, and (iii) have not

materially malfunctioned or failed since January 1, 2023.

(n) Except

as would not be material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2023, there has been no unauthorized

access to or breach of security with respect to the Company IT Systems, or any unauthorized exertion of third-party control over any of

the Company IT Systems.

(o) The

Company and each Company Subsidiary have taken commercially reasonable measures to protect the confidentiality of material trade secrets

used in the Business. Except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as

a whole, to the Knowledge of the Company, there has been no unauthorized access to, unauthorized use of, theft or loss of trade secrets

or other confidential information owned or held for use by the Company or the Company Subsidiaries.

2.11 Data

Privacy.

(a) The

Company and each Company Subsidiary, and to the Knowledge of the Company, all third parties processing Personal Information on behalf

of the Company or any Company Subsidiary (collectively, “Company Data Partners”), have since January 1, 2023 materially

complied with all applicable (i) Privacy Laws, and (ii) policies, notices, and contractual commitments related to data privacy, cybersecurity

or the processing of Personal Information ((i) and (ii) together, the “Privacy Requirements”). Except as would not

be material to the Company and the Company Subsidiaries, taken as a whole, the execution, delivery, and performance of this Agreement

and the transactions contemplated thereby do not and will not conflict with or result in a violation or breach of any Privacy Requirements.

All international transfers of Personal Information carried out by the Company or any Company Subsidiary have been and are conducted in

all material respects in compliance with applicable Privacy Requirements, including the adoption of appropriate transfer mechanisms, safeguards,

contractual protections, and data protection measures, as required by applicable Privacy Requirements.

(b) The

Company and each Company Subsidiary have, since January 1, 2023, implemented and maintained, and required all Company Data Partners to

implement and maintain, commercially reasonable technical, physical, and organizational security policies, measures, and controls including

a written information security program, designed to protect Personal Information and confidential information against Security Incidents.

The Company and each Company Subsidiary regularly test their written information security program by conducting security audits, penetration

tests, and/or vulnerability scans, and neither the Company nor any Company Subsidiary has identified any medium, high, or critical vulnerabilities

that have not been fully remediated. The Company and each Company Subsidiary have, since January 1, 2023, had contracts in place with

all Company Data Partners which impose on such Company Data Partners appropriate obligations related to data privacy, cybersecurity, and

the processing of Personal Information, including where required by the Privacy Requirements.

as would not be material to the Company and the Company Subsidiaries, taken as a whole, neither the Company or any Company Subsidiary,

nor, to the Knowledge of the Company, any Company Data Partner, has experienced, since January 1, 2023, any Security Incidents. Except

as would not be material to the Company and the Company Subsidiaries, taken as a whole, in relation to any Security Incident and/or actual

or alleged violation of a Privacy Requirement, since January 1, 2023, neither the Company nor any Company Subsidiary has (a) notified

or been required to notify any Person, or (b) received any notice, inquiry, claim, or complaint, from, or been the subject of any investigation

or enforcement action by, any Person.

2.12 Real

Property.

(a) Neither

the Company nor any Company Subsidiary is the fee simple owner of any real property.

(b) Section

2.12(b) of the Disclosure Schedules includes a true, correct and complete list of, as of the date of this Agreement, all real property

occupied, leased or subleased by the Company or any Company Subsidiary, as lessee (individually, a “Company Property”

and collectively as the “Company Properties”) and identifies for each lease, occupancy agreements, or easement granting

occupancy rights related to a Company Property (individually, a “Real Estate Agreement” and, collectively, the “Real

Estate Agreements”) the parties thereto, the address of the property subject thereto (where available), the current base rent,

and the terms of any renewal options. The Company or the relevant Company Subsidiary has a valid leasehold or occupancy interest in each

Company Property, subject only to Permitted Liens. The Company has previously delivered to Parent true, correct and complete copies of

each Real Estate Agreement, together with all amendments, modifications and supplements thereto. Except as would not be material to the

Company and the Company Subsidiaries, taken as a whole, with respect to each Real Estate Agreement: (i) the Real Estate Agreement

is legal, valid, binding, enforceable against each party to the Real Estate Agreement, including the Company or Company Subsidiary party

thereto, subject to the Enforceability Exceptions, and is in full force and effect; (ii) none of the Company or the relevant Company

Subsidiary is in breach or default thereunder or has given or received written notice of any breach or default thereunder (except with

respect to matters that have been fully resolved and cannot be reasserted or reinstated for any reason without any ongoing or residual

material Liability or obligation of the Company or any Company Subsidiary); (iii) neither the Company nor the relevant Company Subsidiary

has given or received written notice of any repudiation of any provision of any Real Estate Agreement; (iv) there are no oral agreements

or ongoing disputes or forbearance programs in effect as to the Real Estate Agreement; (v) the Real Estate Agreement has not been modified

in any respect, except to the extent that such modifications are disclosed by the documents delivered to Parent; (vi) neither the Company

nor the relevant Company Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the

Real Estate Agreement, which assignment, transfer, conveyance, mortgage or deed in trust will remain in effect as of the Closing Date;

and (vii) such Real Estate Agreement covers the estate it purports to cover.

Company Property subject to mandatory georeferencing has been duly georeferenced and certified by the Brazilian National Institute for

Colonization and Agrarian Reform (Instituto Nacional de Colonização e Reforma Agrária – INCRA) through

the Land Management System (Sistema de Gestão Fundiária – SIGEF), in accordance with all criteria required

by applicable Law and any competent Governmental Entity, and all such certifications are valid and in full force and effect in all material

respects. Except as would not be material to the Company and the Company Subsidiaries, taken as a whole, there are no pending Actions

or boundary conflicts related to any Company Property.

(d) With

respect to each Company Property, there are no outstanding debts or monetary obligations before any Governmental Entities or third parties,

including any debt related to Taxes, including, but not limited to, Rural Land Tax (Imposto sobre a Propriedade Territorial Rural

– ITR), Real Estate Transfer Tax (Imposto sobre Transmissão de Bens Imóveis – ITBI), Urban Property Tax

(Imposto Predial e Territorial Urbano – IPTU) administrative fines, and fines due to outdated cadastral registration.

(e) Except

as would not be material to the Company and the Company Subsidiaries, taken as a whole, with respect to each Company Property: (i) except

for the Real Estate Agreements, there are no leases, subleases, licenses, concessions, real estate rights or other Contracts, written

or oral, granting to any Person the right of use or occupancy of any portion of such Company Property except in favor of the Company or

the relevant Company Subsidiary; and (ii) other than the lessor’s interest in the applicable Company Property and subject to Permitted

Liens, there are no Persons in possession of such Company Property except the Company or the relevant Company Subsidiary. The current

use of each Company Property and the operation of the Company’s or the relevant Company Subsidiary’s business thereon does

not violate in any material respect any instrument of record or Contract affecting such Company Property, as applicable, or any applicable

Law (without any fines or monetary Liabilities attached).

(f) With

respect to those Real Estate Agreements that were assigned or subleased to the Company or a Company Subsidiary by a third party, all necessary

consents to such assignments or subleases have been obtained. None of the rights of the Company or the relevant Company Subsidiary under

any of the Real Estate Agreements will be subject to termination or modification as the result of the transactions contemplated by the

Transaction Documents.

(g) Except

as would not be material to the Company and the Company Subsidiaries, taken as a whole, neither the Company nor any Company Subsidiary

has received, any written notice of violation of any Law with respect to any Company Property (exclusive of matters that have been fully

resolved and cannot be reasserted or reinstated for any reason without any ongoing or residual material Liability or obligation of the

Company or any Company Subsidiary) and to the Knowledge of the Company, no notice of violation of any Law has been issued by any Governmental

Entity with respect to any Company Property. Each of the Company Properties is in compliance with all applicable Laws in all material

respects.

(h) Except

as would not be material to the Company and the Company Subsidiaries, taken as a whole, the Company or the relevant Company Subsidiary

has all certificates of occupancy and Permits of any Governmental Entity necessary for the current use and operation of each Company Property.

All Permits which are required for the Company or the relevant Company Subsidiary’s use and operation of the Company Properties

have been duly obtained and are valid and in effect. Except as would not be material to the Company and the Company Subsidiaries, taken

as a whole, neither the Company nor any Company Subsidiary has received, since January 1, 2023, written notice of any material default

or violation in connection with any Permit. Except as would not be material to the Company and the Company Subsidiaries, taken as a whole,

all such Permits are in full force and effect without further consent or approval of any Person.

(i) Except

as would not be material to the Company and the Company Subsidiaries, taken as a whole, no part of any Company Property is subject to

any building or use restrictions that would restrict or prevent the present use and operation of such Company Property by the Company

or the relevant Company Subsidiary, and each Company Property is properly and duly zoned for its current use. Neither the Company nor

any Company Subsidiary has received, since January 1, 2023, written notice of any Order, injunction, judgment, decree, ruling, writ or

arbitration award from any Governmental Entity having jurisdiction over any Company Property that materially affects the use or operation

of any Company Property, or requires, as of the date hereof or a specified date in the future, any repairs or alterations or additions

or improvements thereto, or the payment or deduction of any money, fee, exaction or property.

(j) To

the Knowledge of the Company, there does not exist any actual or contemplated condemnation or eminent domain proceedings that affect any

Company Property or any part thereof, and neither the Company nor any Company Subsidiary has received any written or, to the Knowledge

of the Company, oral notice, of the intention of any Governmental Entity or other Person to take or use any Company Property or any part

thereof.

(k) Except

as would not be material to the Company and the Company Subsidiaries, taken as a whole, all buildings, structures and other improvements

located on each Company Property, including all material components thereof (which shall include, for the avoidance of doubt, the roofs

and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water,

storm water, paving and parking equipment, systems and facilities included therein), are structurally sound, in good condition, working

order and repair (ordinary wear and tear excepted). Neither the Company nor any Company Subsidiary has received, since January 1, 2023,

any written notice from any insurance company or bonding company of any defects or inadequacies in any Company Property, or any part thereof,

which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any

termination or threatened termination of any policy of insurance or bond. All water, gas, electrical, steam, compressed air, telecommunication,

utility, sanitary and storm sewage lines and systems and other similar systems serving the Company Property are, in all material respects,

operational and in working order and are sufficient to enable the Company Property to continue to be used, occupied and operated in the

manner currently being used, occupied and operated.

(l) No

Company Property or part thereof has suffered any material damage by fire or other casualty that has not heretofore been restored to substantially

the same condition as existing prior to such material damage or casualty.

(m) Each

Company Property, when required for its operations, has free and open access (either directly or indirectly via publicly recorded easement)

to public roads.

(n) Neither

the Company nor any Company Subsidiary has granted to any third party any option, right of first refusal or other contractual right to

purchase, acquire, sell, assign or dispose of, or grant or create any easement, servitude, or other real property right with respect to,

all or any portion of any Company Property.

2.13 Contracts.

(a) Except

for the Contracts set forth on Section 2.13 of the Disclosure Schedules, as of the date of this Agreement neither the Company nor

any Company Subsidiary is a party to or bound by any written or oral:

(i) collective

bargaining agreement or other Contract with any labor union, works council or similar association;

(ii) Contract

relating to Indebtedness (whether incurred, assumed, guaranteed or secured by any asset and including any agreements or commitments for

future loans, credit or financing) in excess of $250,000 or to the mortgaging or pledging of, or otherwise placing a Lien on, any of its

material assets or any of its securities;

(iii) Contract

(or group of related Contracts) for the purchase, sale, distribution or marketing of raw materials (including, but not limited to, processed

and unprocessed metals), goods, packaging, labels, supplies or other personal property or for the furnishing or receipt of services which

(A) calls for performance over a period of more than one year, or (B) involves consideration in excess of $1,500,000 in the aggregate;

(iv) Contract

containing covenants that in any way purport to materially restrict the right or freedom of the Company, any Company Subsidiary or any

other Person for the benefit of any of them to (A) engage in any business activity in any material respect, (B) engage in any line of

business or compete with any Person (including any Contract granting exclusive rights or rights of first refusal or negotiation to license,

market, advertise, sell, offer to sell, distribute, deliver or otherwise make available any asset or property of the Company or any Company

Subsidiary), (C) conduct any activity in any geographic area, or (D) solicit any Person to enter into a business or employment relationship,

or enter into such a relationship with any Person;

(v) Contract

under which it has advanced or loaned any other Person any amounts in excess of $250,000 in the aggregate;

(vi) Contract

under which it is lessee of or holds or operates any property, real or personal, owned by any other Person, which involves annual rental

payments of greater than $250,000 or group of such Contracts with the same Person which involve consideration in excess of $500,000 in

the aggregate;

(vii) Contract

under which it is lessor of or permits any third party to hold, operate or occupy any property, real or personal, owned or controlled

by it which involves consideration in excess of $1,500,000 or group of such Contracts with the same Person which involve consideration

in excess of $2,500,000 in the aggregate;

(viii) license,

indemnification or other Contract with respect to any Intellectual Property Rights material to the Business of the Company or any Company

Subsidiary to which the Company or any Company Subsidiary is party as licensor, licensee or otherwise, other than “shrink-wrap”

or “click-wrap” licenses and other non-exclusive licenses to the Company or any Company Subsidiary of unmodified, off-the-shelf

software with one-time or annual purchase or license fees of less than $250,000 for any such license;

(ix) Contract

requiring the Company or any Company Subsidiary to indemnify or hold harmless any Person whereby the Company or any Company Subsidiary

is responsible for indemnification obligations in excess of $500,000 (excluding commercial

Contracts which contain customary indemnification provisions but the primary purposes of which Contract is not relating to indemnification);

(x) warranty

Contract with respect to its services rendered or its products sold, leased or licensed;

(xi) any

Contract between any of the Company Shareholders or their respective Affiliates or any Related Party, on the one hand, and the Company,

any Company Subsidiary or their respective Affiliates, on the other hand;

(xii) Contract

that provides any customer with pricing, discounts or benefits that change based on the pricing, discounts or benefits offered to other

customers of the Company, including any Contract which contains a “most favored nation” provision;

(xiii) Contract

which contains performance guarantees or minimum payment or purchase obligations in excess of $500,000;

(xiv) Contract

involving the settlement of any Action or threatened Action (A) which will (i) involve payments after the Balance Sheet Date of consideration

in excess of $500,000 or (ii) impose monitoring or reporting obligations to any other Person outside the Ordinary Course of Business or

(B) with respect to which conditions precedent to the settlement have not been satisfied;

(xv) Contract

appointing any agent to act on its or their behalf as a power of attorney, other than (i) powers of attorney granted in the Ordinary Course

of Business to directors, officers or employees of the Company or any Company Subsidiary, (ii) powers of attorney granted to legal counsel,

accountants, tax advisors or other professional service providers in the Ordinary Course of Business, and (iii) powers of attorney granted

to Tax Return preparers or other agents solely for the purpose of filing Tax Returns or other regulatory filings on behalf of the Company

or any Company Subsidiary;

(xvi) Contract

relating to the acquisition or sale of the Business (or any material portion thereof), whether or not consummated;

(xvii) Contract

with any Governmental Entity;

(xviii) partnership,

joint venture or other similar Contract involving a share of profits, losses, costs, or liabilities with any other Person;

(xix) Contract

(or group of related Contracts), (A) the performance of which involves consideration in excess of $1,500,000 per year or $5,000,000 in

the aggregate or (B) which cannot be canceled by the Company or any Company Subsidiary upon thirty (30) days’ notice without premium

or penalty, in each case of clauses (A) and (B), excluding purchase orders;

(xx) Contract

that purports to bind or restrict, or to be enforceable against, any Affiliate of the Company (other than the Company Subsidiaries) or

that would bind or restrict, or be enforceable against, Parent or any of its Affiliates (other than the Company and/or the Company Subsidiaries)

after the Closing;

(xxi) Contract

with a Material Customer or Material Supplier; or

(xxii) Contract

relating to the voting of the Shares or any equity interests of any Company Subsidiary.

(b) Except

as would not be material to the Company and the Company Subsidiaries, taken as a whole, all of the Contracts described in Section 2.13(a)(i)

through Section 2.13(a)(xxii) (each a “Material Contract”), are valid, binding and enforceable against the Company

and each Company Subsidiary (to the extent party thereto) and, to the Knowledge of the Company, enforceable by the Company and each Company

Subsidiary (to the extent party thereto) against the other parties thereto, in accordance with their respective terms, subject to the

Enforceability Exceptions. Except as would not be material to the Company and the Company Subsidiaries, taken as a whole, the Company

and each Company Subsidiary (to the extent party thereto) have properly conducted and paid all amounts to be paid by the Company or any

Company Subsidiary and otherwise performed all material obligations required to be performed by them under such Contracts and neither

the Company nor any Company Subsidiary has received any written or, to the Company’s Knowledge, oral notice that it is in default

under or in breach of any such Contract. Except as would not be material to the Company and the Company Subsidiaries, taken as a whole,

to the Company’s Knowledge, (i) no event has occurred which with the passage of time or the giving of notice or both would result

in a default, breach or event of noncompliance by the Company or any Company Subsidiary under any such Contract in any material respect,

(ii) no other party to any such Contract is in breach thereof or default thereunder in any material respect and none of the Company or

any Company Subsidiary has received any notice of termination, cancellation, breach or default under any such Contract; and (iii) there

are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company

or any Company Subsidiary under any of the Material Contracts with any Person and no such Person has made written demand for such renegotiation.

The Company and each Company Subsidiary (to the extent party thereto) shall have the benefit of each Material Contract and, subject to

the Enforceability Exceptions, shall be entitled to enforce each such Contract immediately following the Closing. None of the Company

or any Company Subsidiary has since January 1, 2025 obtained or granted any material waiver of or under any material provision of any

such Material Contract.

true, correct and complete copy of each written Material Contract and an accurate written description setting forth the terms and conditions

of each oral Material Contract has been provided to Parent.

2.14 Insurance. Section

2.14 of the Disclosure Schedules includes a summary of all material insurance policies maintained as of the date hereof by or on

behalf of the Company and any Company Subsidiary. All of the insurance policies identified in Section 2.14 of the Disclosure

Schedules are in full force and effect and will continue in full force and effect in all material respects following the

consummation of the transactions contemplated by this Agreement and the other Transaction Documents, subject to the Enforceability

Exceptions. The Company and each of the Company Subsidiaries has the necessary material insurances to cover the material risks and

liabilities inherent to their operations and assets in accordance with applicable requirements established by Law or by agreements

executed by the Company and/or by the Company Subsidiaries. All premiums due and payable under all such policies have been paid. No

default exists with respect to the obligations of any of the Company or the Company Subsidiaries under any such material insurance

policy, and neither the Company nor any Company Subsidiary has received any written or, to the Knowledge of the Company, oral

notification of cancellation of any such material insurance policies. To the Knowledge of the Company, there are no circumstances

that would cause any material insurance policy to be canceled or terminated or cause the respective insurers to void any liability

under its terms. Since January 1, 2023, the Company and each Company Subsidiary has given notice to the applicable insurer of all

material insured claims. There are no pending claims by the Company or any Company Subsidiary to which the insurers have denied

coverage or otherwise reserved rights. Since January 1, 2023, neither the Company nor any Company Subsidiary has been refused any

insurance, nor has its coverage been limited, by any insurance carrier to which it has applied for insurance.

2.15 Legal Proceedings;

Orders.

(a) There

are no, and since January 1, 2023, there have not been any, Actions pending or, to the Company’s Knowledge, threatened against or

affecting the Company, any Company Subsidiary, any of their respective officers or directors (in their capacities as such or otherwise

with respect to the Business) or any of the assets owned or used by the Company or any Company Subsidiary that, individually or in the

aggregate (x) would be material to the Company or any Company Subsidiary, or (y) challenges, or that would reasonably be expected to have

the effect of preventing, impeding, hindering, delaying, making illegal, imposing limitations or conditions on, or otherwise interfering

with, any of the transactions contemplated by this Agreement or any other Transaction Documents in any material respect. There are no

material Actions pending or threatened by the Company or any Company Subsidiary against any Person.

(b) To

the Company’s Knowledge, neither the Company nor any Company Subsidiary is the subject of any material governmental investigation

or inquiry. Neither the Company nor any Company Subsidiary, or any material assets owned or used by any of them, is subject to any material

Order. Since January 1, 2023, the Company and each Company Subsidiary has at all times been in material compliance with each Order to

which it, or any assets owned or used by it, is or has been subject. To the Company’s Knowledge, no event has occurred or circumstance

exists that would reasonably be expected to result in a material violation of, or failure to comply with, any material Order to which

the Company or any Company Subsidiary, or any material assets owned or used by any of them, is subject. Since January 1, 2023, neither

the Company nor any Company Subsidiary has at any time received any written or the Company’s Knowledge, oral notice from any Governmental

Entity or any other Person regarding any actual, alleged, or potential violation of, or failure to comply with, any material Order to

which the Company or any Company Subsidiary, or any assets owned or used by any of them, is subject.

2.16 Tax Matters.

(a) Each

of the Company and the Company Subsidiaries has duly and timely filed with the appropriate Tax authorities all income and other material

Tax Returns required to be filed. All such Tax Returns are complete and accurate in all material respects. All income and other material

Taxes due and owing by the Company and the Company Subsidiaries (whether or not shown on any Tax Returns) have been timely paid. Neither

the Company nor any Company Subsidiary is currently the beneficiary of any extension of time within which to file any Tax Return (other

than with respect to extensions to file Tax Returns obtained in the Ordinary Course of Business). No claim has been made by a Governmental

Entity in a jurisdiction where the Company or any Company Subsidiary does not file a Tax Return or pay a Tax that the Company or such

Company Subsidiary is or may be required to file such a Tax Return or is or may be subject to such Tax in such jurisdiction. The unpaid

Taxes of the Company and the Company Subsidiaries did not, as of the Balance Sheet Date, exceed the reserve for Tax liability (excluding

any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Financial

Statements (rather than in any notes thereto). Since the Balance Sheet Date, neither the Company nor any Company Subsidiary has incurred

any liability for Taxes outside the Ordinary Course of Business or otherwise inconsistent with past custom and practice.

(b) No

deficiencies for Taxes with respect to the Company or any Company Subsidiary have been claimed, proposed or assessed by any Governmental

Entity. There are no pending or, to the Company’s Knowledge, threatened audits, assessments or other actions for or relating to

any liability in respect of Taxes of the Company or any Company Subsidiary. No private letter rulings, technical advice memoranda or similar

agreement or rulings with respect to Taxes have been requested, entered into or issued by any Governmental Entity with respect to the

Company or any Company Subsidiary. The Company has delivered or made available to Parent complete and accurate copies of all income Tax

Returns and other material Tax Returns of each of the Company and the Company Subsidiaries (and any predecessor thereof) for the past

three (3) taxable years, and complete and accurate copies of all audit or examination reports and statements of deficiencies assessed

against or agreed to by the Company or any Company Subsidiary (or any predecessors thereof). Neither the Company nor any Company Subsidiary

(or any predecessor thereof) has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect

to a Tax assessment or deficiency, nor has any request been made in writing for any such extension or waiver. No power of attorney (other

than powers of attorney authorizing employees or Tax Return preparers of the Company or any Company Subsidiary to act on behalf of the

Company or any Company Subsidiary) with respect to any Taxes has been executed or filed with any Governmental Entity. There are no Liens

for Taxes upon any property or asset of the Company or any Company Subsidiary (other than Permitted Liens).

the Company nor any Company Subsidiary will be required to include any material item of income in, or exclude any material item of deduction

from, taxable income for any period (or any portion thereof) ending after the Closing Date as a result of (i) any installment sale or

other transaction on or prior to the Closing Date, (ii) the use of the cash method of accounting or any accounting method change or agreement

with any Governmental Entity, (iii) the use of an improper method of accounting for any period or portion thereof ending on or prior to

the Closing Date, (iv) any intercompany transaction or excess loss account described in Section 1502 of the Code (or any corresponding

provision of state, local or non-U.S. Tax Law), or (v) any deferred revenue or prepaid amount received or accrued by the Company or any

Company Subsidiary outside the Ordinary Course of Business prior to the Closing. Neither the Company nor any Company Subsidiary (i) has

been a “passive foreign investment company” as defined in Section 1297 of the Code, a “controlled foreign corporation”

as defined in Section 957 of the Code or a “foreign controlled foreign corporation” as defined in Section 951B of the Code

(or, in each case, any similar provision of state, local or non-U.S. law); or (ii) has had a permanent establishment (within the meaning

of an applicable Tax treaty) or an office or fixed place of business or has been otherwise subject to net income or similar Tax in a country

other than the country of its formation.

(d) Neither

the Company nor any Company Subsidiary (i) is a resident or organized in the United States for Tax purposes, (ii) is or was a “surrogate

foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or treated as a U.S. corporation under Section 7874(b)

of the Code; (iii) was created or organized both in the United States and in a non-U.S. jurisdiction such that such entity would be taxable

in the United States as a domestic entity pursuant to Treasury Regulations Section 301.7701-5(a); or (iv) has made an election pursuant

to Section 897(i) of the Code. Neither the Company nor any Company Subsidiary (i) is a partner for Tax purposes with respect to any joint

venture, partnership, or other arrangement or Contract which is classified as a partnership for Tax purposes or (ii) owns an entity which

is classified as a disregarded entity for Tax purposes.

(e) Neither

the Company nor any Company Subsidiary is a party to or bound by any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement

or similar Contract (other than Contracts entered into in the Ordinary Course of Business the primary subject matter of which is not Taxes).

Neither the Company nor any Company Subsidiary has been a party to a transaction that is or is substantially similar to a “listed

transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(2), or any other transaction requiring disclosure

under analogous provisions of state, local or non-U.S. Tax Law.

(f) Neither

the Company nor any Company Subsidiary has Liability for the Taxes of any other Person (other than the Company or any Company Subsidiary)

(other than with respect to Contracts entered into in the Ordinary Course of Business the primary subject matter of which is not Taxes).

(g) Each

of the Company and the Company Subsidiaries has timely withheld and paid all Taxes required to have been withheld and paid in connection

with amounts paid or owing to any current or former director, officer, advisor, consultant, employee, contractor, creditor or equityholder

of the Company or any Company Subsidiary or other Person.

(h) Neither

the Company nor any Company Subsidiary has been a party to any transaction governed by Section 355 of the Code (or any similar provision

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

(i) Each

of the Company and the Company Subsidiaries is in compliance in all material respects with all applicable transfer pricing Laws and regulations,

including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology

between or among the Company and the Company Subsidiaries.

(j) Section

2.16(j) of the Disclosure Schedules sets forth as of the date hereof the respective entity classification(s) for U.S. federal income

tax purposes of each of the Company and the Company Subsidiaries since its respective inception, and the date and type of any entity classification

election filed on IRS Form 8832 with respect to the Company or any Company Subsidiary.

(k) Each

of the Company and the Company Subsidiaries has complied in all material respects with the terms of VAT legislation and have maintained

and obtained at all times complete, correct and up to date records, invoices and other documents appropriate or requisite for the purposes

of VAT legislation.

(l) Each

of the Company and the Company Subsidiaries has complied with all applicable Laws with respect to escheatment and abandoned or unclaimed

property in all material respects.

(m) Neither

the Company nor any Company Subsidiary has taken or agreed to take any action that is not contemplated by this Agreement that would reasonably

be expected to prevent or impede the Merger from qualifying for the Intended Tax Treatment.

(n) Section

2.3(d), Section 2.5(a)(v), Section 2.8(s), Section 2.12(d), Section 2.18, Section 2.19 and this

Section 2.16 constitute the sole and exclusive representations and warranties of the Company and the Company Subsidiaries relating

to Tax matters. No representation or warranty is made in this Agreement with respect to the existence, amount, sufficiency or usability

of any net operating loss, capital loss, Tax basis or other Tax attribute (including methods of accounting) with respect to any Tax period

or portion thereof beginning after the Closing Date.

2.17 Compliance with Laws;

Permits; Sanctions.

(a) Section

2.17 of the Disclosure Schedules sets forth a list of all material Permits required under Law for the operation and conduct of the

Business as operated and conducted on the date hereof. Since January 1, 2023, (i) the Company and each Company Subsidiary has conducted

the Business in compliance in all material respects with all Laws and Permits relating to the operation and conduct of the Business and

any of its properties or facilities or otherwise that apply to the Company or the Company Subsidiaries; and (ii) neither the Company nor

any Company Subsidiary has received (y) notice of any violation, alleged violation or potential violation of any such Laws or Permits

that would, individually or in the aggregate, reasonably be expected to be material to the Business or (z) any actual, alleged or potential

obligation on the part of the Company or any Company Subsidiary to undertake, or to bear all or any portion of the cost of, any remedial

action that would, individually or in the aggregate, reasonably be expected to be material to the Business.

(b) None

of the Company, the Company Subsidiaries or any director or officer, or, to the Knowledge of the Company, any agent, employee or other

Person acting on behalf of any of the Company or any Company Subsidiary (in their capacity as director, officer, agent, or employee, as

applicable), has at any time during the last six (6) years: (i) used any corporate funds of the Company or any Company Subsidiary for

unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity in respect of the Business, or

failed to disclose fully any such contribution in violation of applicable Laws; (ii) directly or indirectly, paid or delivered any fee,

commission or other sum of money or item of property, however characterized, to any finder, agent or other party acting on behalf of or

under the auspices of a governmental official or Governmental Entity, in the United States or any other country, which is in any manner

illegal under any Law of the United States or any other country having jurisdiction; (iii) made any unlawful payment or given any other

unlawful consideration to any customer, agent, distributor or supplier of the Company or any Company Subsidiary or any director, officer,

agent, or employee of such customer or supplier or (iv) violated or is in violation of any provision of the Foreign Corrupt Practices

Act of 1977, the Brazilian Law No. 12,846/2013 and regulations thereunder (Anti-corruption Law), Brazilian Decree-Law No. 2,848/1940 (Brazilian

Criminal Code), Brazilian Law No. 9,613/1998 (Anti-Money Laundering Law), Brazilian Law No. 8,429/1992 (Administrative Improbity Law),

Brazilian Law No. 8666/1993 (Public Biddings Law) as amended, or any other applicable anticorruption and anti-money laundering laws, each

as amended.

Company and each Company Subsidiary are in possession of all Permits necessary for the Company and each Company Subsidiary to own, lease

and operate their respective properties and to conduct the Business consistent with past practice in all material respects. All applications

for or renewals of all such material Permits have been timely filed and made and no such material Permit will expire or be terminated

as a result of the consummation of the transactions contemplated by the Transaction Documents. All of such material Permits are in full

force and effect in all material respects and will remain in full force and effect immediately following the Closing in all material respects,

and the Company and each Company Subsidiary are in compliance with the foregoing without any material conflict with the valid rights of

others. There is no material Action pending, or to the Knowledge of the Company, threatened, nor has the Company or any Company Subsidiary

received any written or, to the Company’s Knowledge, oral notice from any Governmental Entity to revoke, cancel, refuse to renew

or adversely modify any material Permit.

(d) Neither

the Company nor any of the Company Subsidiaries nor any director, officer, nor to the Knowledge of the Company, employee, agent, affiliate

or representative of the Parent or any of the Parent Subsidiaries, has, since April 24, 2019, made any disclosure with respect to an actual

or apparent violation of applicable Sanctions or Trade Controls or has been subject to civil or criminal penalties or been the subject

of any allegation, notice, investigation, prosecution or other enforcement action imposed by any Governmental Entity administering Sanctions

or Trade Controls. No investigation, charge, proceeding, investigation, inquiry, or Action by any Governmental Entity administering Sanctions

or Trade Controls with respect to an apparent or actual violation of any applicable Sanctions or Trade Controls is now pending or has

been asserted or threatened with respect to the Company or the Company Subsidiaries.

(e) Neither

the Company nor any of the Company Subsidiaries nor any director, officer, nor to the Knowledge of the Company, employee, agent, affiliate

or representative of the Company or any of the Company Subsidiaries is a Person that is, or is 50 percent or more owned or controlled

by one or more Persons that are (such person, a “Sanctioned Person”): (i) the subject or target of any economic or

financial sanctions or trade embargoes administered or enforced by the United States (including, without limitation, the U.S. Department

of the Treasury’s Office of Foreign Assets Control and the U.S. Department of State), the United Nations Security Council, the European

Union, any Member State of the European Union, the United Kingdom (including, without limitation, His Majesty’s Treasury), or any

other relevant sanctions authority (collectively, “Sanctions”), or (ii) located, organized or resident in a country

or territory that is the target of comprehensive Sanctions (at the time of this Agreement, Cuba, Iran, North Korea, and the Crimea, the

so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic regions of Ukraine, as this list may be amended

from time to time) (a “Sanctioned Territory”). Neither the Company nor any of the Company Subsidiaries nor any director,

officer, nor to the Knowledge of the Company, employee, agent, affiliate or representative of the Company or any of the Company Subsidiaries:

(A) has, since April 24, 2019, engaged in or is now engaged in any dealings or transactions with, or on behalf of, or for the benefit

of any Sanctioned Person, or in or involving any Sanctioned Territory; (B) has, since April 24, 2019, engaged in or is now engaged in

any activity, practice or conduct which would constitute a violation of applicable Sanctions or Trade Controls or that would be reasonably

expected to result in designation or status as a Sanctioned Person; or (C) is otherwise in violation of applicable Sanctions or Trade

Controls. Each of the Company and the Company Subsidiaries, and their directors and officers, and to the Knowledge of the Company, employees,

agents, affiliates and representatives of the Company and Company Subsidiaries, has conducted its business in compliance with applicable

Sanctions or Trade Controls.

2.18 Employees.

(a) The

Company has provided to Parent a true, correct and complete list of all Company Service Providers as of the date of this Agreement, which

such list shows with respect to each such individual (i) the employing entity, (ii) the service provider’s name (or employee ID

number), (iii) position, (iv) date of commencement of employment, (v) contracted end date (as applicable), (vi) work location (city, state

and country, as applicable), (vii) base salary or hourly wage rate, (viii) pension entitlement, (ix) bonus opportunity for the Company’s

current fiscal year, as applicable, (x) non-cash benefits, (xi) notice of termination period, and (xii) any applicable severance and redundancy

terms.

(b) Since

January 1, 2023, except for Serra Verde Brazil and the limits required by the local labor law, neither the Company nor any Company Subsidiary

(i) recognizes (nor has done any act which might reasonably be construed as recognition of) any trade union or any other organization

of employees or their representatives, (ii) is a party or subject to any labor union or collective bargaining Contract or (iii) is required

to notify or consult with any employees or trade union or other body representing employees in connection with the transactions contemplated

by this Agreement. There are no pending or, to the Knowledge of the Company, threatened against the Company or any of the Company Subsidiaries,

labor disputes, strike, work stoppages, organizational activities, requests for representation, pickets or work slow-downs, nor has any

such event occurred since January 1, 2023.

Company and each of the Company Subsidiaries is in compliance in all material respects with all applicable Laws in respect of its current

and former employees, consultants and independent contractors relating to employment and labor, discrimination in employment, harassment

and retaliation in employment, terms and conditions of employment, employee benefits and fringe benefits, including, but not limited to,

worker classification, wages, hours, record of hours, overtime and overtime payment, working during rest days, social benefits contributions

(including pension benefits contributions), severance pay, pension, pay slips, sick leave, annual leave, prior notice, termination of

employment, notices to employees of employment terms, engagement of service providers, collective bargaining, employment of foreign employees,

civil rights, recruitment of employees, workers’ compensation, visa and work permits and governmental permits regarding employment

and posting of employees and the collection and payment of withholding or social security Taxes and any similar Tax, occupational safety

and health, employment practices, immigration, employment eligibility verification obligations and other employment or labor matters.

There is no material unfair labor practice charge or complaint against the Company or any Company Subsidiary pending or, to the Knowledge

of the Company, threatened before the any Governmental Entity.

(d) Except

as would not reasonably be expected to result in material Liability to the Company or the Company Subsidiaries, the Company and the Company

Subsidiaries maintain accurate and complete work authorization verification forms with respect to each of their respective former and

current employees as required by and in accordance with applicable Law concerning immigration and employment eligibility verification

obligations.

(e) Except

as would not reasonably be expected to result in material Liability to the Company or the Company Subsidiaries, (i) all Company Service

Providers perform and have performed their professional activities in full compliance with applicable Laws, including labor, employment,

social security, tax, and occupational health and safety applicable Laws, (ii) all agreements, arrangements, and relationships entered

into with such Company Service Providers have been duly documented, are valid and enforceable, and (iii) for each Company Service Provider

who is not an employee (each, a “Contracted Professional”), all agreements, arrangements, and relationships entered

into accurately reflect the parties’ intent to establish an independent contractor relationship, without any elements of subordination,

exclusivity, habituality, or personal dependence that could characterize an employment relationship under the applicable labor, employment

or social security Laws. The Company and each Company Subsidiary have duly and timely complied, and are in material compliance, with all

obligations arising out of or relating to such engagements, including payment and reporting obligations, and no such Contracted Professional

is entitled to any employment-related benefits, protections, or payments applicable to employees under the applicable labor or employment

Laws. There are no pending, threatened, or, to the Company’s Knowledge, potential material claims, audits, inspections, or proceedings

asserting the existence of an employment relationship, misclassification, or similar recharacterization with respect to any Contracted

Professional, nor any outstanding material liabilities arising therefrom, whether before labor courts, Tax authorities, or social security

authorities.

(f) Except

as set forth on Section 2.18(f) of the Disclosure Schedules, neither the Company or any Company Subsidiary nor any Company Service

Provider has given notice of the termination of their employment or services with the Company or the Company Subsidiaries and, to the

Knowledge of the Company, no Company Service Provider intends to terminate his or her employment or services with the Company or the Company

Subsidiaries (or, following the Closing, with Parent or its Affiliates). No executive of the Company or any of the Company Subsidiaries

has been dismissed or resigned in the last twelve (12) months prior to the date of this Agreement.

(g) There

has not been, nor are there currently, any proceedings or internal investigations or inquiries conducted by the Company or any Company

Subsidiaries, any of their respective boards of directors (or managers) or any committee thereof (or any Person at the request of any

of the foregoing) concerning any financial, accounting, Tax, conflict of interest, illegal activity, fraudulent or deceptive conduct,

discrimination/sexual harassment, whistleblowing or other misfeasance or malfeasance issues with respect to any current or former Company

Service Provider, in each case, that are or would be, individually or in the aggregate, material to the Company.

(h) Since

January 1, 2023, there has not been, nor are there currently, any proceedings or internal investigations or inquiries conducted by the

Company or any Company Subsidiaries, any of their respective boards of directors (or managers) or any committee thereof (or any Person

at the request of any of the foregoing) concerning, or any act or allegation of or relating to, discrimination, harassment or misconduct

(including, but not limited to, sexual harassment or misconduct), or breach of any policy of the Company or relating to the foregoing,

in each case involving the Company or any Company Subsidiary or any current or former officer, senior management employee or director

of the Company or any Company Subsidiary, nor has there been, to the Company’s Knowledge, any settlements or similar out-of-court

or pre-litigation arrangement relating to any such matters, nor to the Company’s Knowledge has any such proceeding, investigation,

settlement or other arrangement been threatened.

2.19 Employee

Benefits.

(a) Section

2.19(a) of the Disclosure Schedules sets forth as of the date hereof a complete and accurate list of each material Benefit Plan; provided,

however, that Section 2.19(a) of the Disclosure Schedules need not list (x) individualized Contracts with respect to Company

Equity Awards that are consistent in all material respects with a standard form of award agreement under the Company Equity Plan, or (y) individual

Company Service Provider agreements that do not contain change in control, severance or retention payments or benefits and are consistent

in all material respects with a standard form of employment or individual consulting agreements, in each case, provided that the standard

form of such agreement is disclosed on Section 2.19(a) of the Disclosure Schedules and has been provided to Parent.

(b) With

respect to each Benefit Plan, the Company has provided to Parent a true, correct and complete copy, as applicable, of (i) the Benefit

Plan document and all amendments thereto (or, if such Benefit Plan is unwritten, a written description of the material terms thereof),

(ii) all related trust documents, insurance policies or Contracts, (iii) the most recent summary plan description and any summary

of material modifications, (iv) the most recent annual reports with accompanying schedules and attachments, if any, required under

applicable Law, (v) the most recently prepared actuarial reports, financial statements and trustee reports, (vi) all material

records, notices and filings concerning governmental authority audits or investigations, and (vii) all non-routine, written communications

relating to any Benefit Plan and any proposed employee benefit plan.

Benefit Plan is a U.S. Benefit Plan, and the Company and Company Subsidiaries have never sponsored, maintained or had any Liability with

respect to any plan or arrangement that would be a U.S. Benefit Plan if in effect on the date hereof.

(d) The

Company and the Company Subsidiaries, since January 1, 2023 performed all material obligations required to be performed under, are not

in default or material violation of, and the Company has no Knowledge of any default or material violation by any other party to, any

Benefit Plan. Each Benefit Plan complies in all material respects in form and operation, and has been administered since January 1, 2023

in all material respects in accordance with, its terms and all applicable Laws and all payments, premiums and contributions required to

be made under the terms of any Benefit Plan as of the date of this Agreement have been timely made or, if not yet due, have been properly

reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Company’s (or as applicable, any

of the Company Subsidiaries’) financial statements prior to the date of this Agreement. No Company Subsidiary has funded, paid,

recharged, reimbursed, accrued, or otherwise borne, directly or indirectly, any costs, payments, liabilities, or obligations arising out

of or in connection with any Benefit Plan granted by the Company. With respect to each Benefit Plan, since January 1, 2023, all tax, annual

reporting and other governmental filings required by applicable Laws have been timely filed with the appropriate Governmental Entity and

all notices and disclosures have been timely provided to participants except as would not reasonably be expected to result in material

Liability to the Company or the Company Subsidiaries. Each Benefit Plan, if intended to qualify for special tax treatment, meets all requirements

for such treatment, or if intended or required to be funded and/or book-reserved, is fully funded and/or book reserved, as appropriate,

based upon reasonable actuarial assumptions. With respect to the Benefit Plans, to the Company’s Knowledge, no event has occurred

and there exists no condition or set of circumstances in connection with which the Company would reasonably be expected to be subject

to any material Liability (other than for routine benefit liabilities) under the terms of, or with respect to, such Benefit Plans or any

other applicable Law. No Benefit Plan gives rise to any employment or labor recharacterization risk under applicable labor or employment

Laws.

(e) Each

Benefit Plan can be amended, terminated or otherwise discontinued in accordance with its terms, without Liability (other than Liability

for ordinary administrative expenses typically incurred in a termination event). Neither the Company nor any of the Company Subsidiaries,

nor to the Company’s Knowledge, any other Person has any express or implied commitment, whether legally enforceable or not, to modify,

change or terminate any Benefit Plan, other than with respect to a modification, change or termination required by applicable Law.

(f) To

the Company’s Knowledge, no Benefit Plan (including any equity-based or equity-linked plan or arrangement) gives rise to any material

employment or labor recharacterization risk under applicable labor, employment, tax, or social security Laws, including, without limitation,

any material risk that awards, grants, or payments thereunder could be recharacterized as employment income or salary for purposes of

labor charges, social security contributions, or severance fund (FGTS) obligations.

(g) There

are no pending audits or investigations by any Governmental Entity involving any Benefit Plan, and, to the Company’s Knowledge,

no threatened or pending claims (except for individual claims for benefits payable in the normal operation of the Benefit Plans), suits

or proceedings involving any Benefit Plan, any fiduciary thereof or service provider thereto. The Company or any Company Subsidiary is

not (with respect to any Benefit Plan), and no Benefit Plan or, to the Company’s Knowledge, any fiduciary thereof is the subject

of an audit or investigation by any Governmental Entity, nor is any such audit or investigation pending or, to the Company’s Knowledge,

threatened.

(h) Neither

the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, either alone or in combination

with any other event, will (i) entitle any current or former employee, consultant or director of the Company or any Company Subsidiary

or any group of such employees, consultants or directors to any contractual or gratuitous payment, award or benefit; (ii) increase the

amount of compensation or benefits due to any such employee, consultant or director; (iii) accelerate the vesting, funding or time of

payment of any compensation, equity award or other benefit or limit the right of the Company or any Company Subsidiary to amend, modify

or terminate any Benefit Plan or (iv) enable any director or employees to terminate their employment or engagement, in each case except

as expressly set forth in Section 1.1(d).

(i) Except

as required by applicable Law, no Benefit Plan provides any of the following retiree or post-employment benefits to any person: medical,

disability or life insurance benefits. Except as set forth on Section 2.19(i) of the Disclosure Schedules, no Benefit Plan is,

and none of the Company or any of the Company Subsidiaries or any current currently maintains, sponsors, participates in or contributes

to, or has at any time maintained, established, sponsored, participated in, or contributed to, or has any obligation or Liability (whether

fixed or contingent, direct or indirect) with respect to any defined benefit pension or similar plan.

(j) Except

as set forth on Section 2.19(j) of the Disclosure Schedules, neither the Company nor any Company Subsidiary has provided any compensation

or benefits to any current or former employee or other service provider who is subject to U.S. Tax Laws, including under any Benefit Plan.

No Benefit Plan is qualified or intended to be qualified under Section 401(a) of the Code. Neither the Company nor any Company Subsidiary

maintains, contributes to or sponsors any “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the

Code). No payment pursuant to any Benefit Plan or other arrangement to any “service provider” (as such term is defined in

Section 409A of the Code) would subject any Person to Tax pursuant to Section 409A of the Code, whether pursuant to this Agreement or

otherwise. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, either

alone or in combination with another event (whether contingent or otherwise) will, or would reasonably be expected to, give rise directly

or indirectly to the payment of any amount under any Benefit Plan that would reasonably be expected to be characterized as an “excess

parachute payment” within the meaning of Section 280G(b)(1) of the Code (or any corresponding or similar provision of state,

local or national Tax law).

2.20 Affiliated

Transactions. Except as set forth on Section 2.19(a) of the Disclosure Schedules, no Related Party (a) is a party to any

Contract with the Company or any Company Subsidiary; (b) has, any direct or indirect financial interest in, or is an officer,

director, manager, employee or consultant of, any competitor, supplier, licensor, distributor, lessor, independent contractor or

customer of the Company or any Company Subsidiary (it being agreed, however, that the passive ownership of securities listed on any

national securities exchange representing no more than five percent of the outstanding voting power of any Person shall not be

deemed to be a “financial interest” in any such Person); (c) has, any interest in any property, asset or right used by

the Company or any Company Subsidiary or necessary for the Business; (d) has any Indebtedness owed to the Company or any Company

Subsidiary other than advances for Ordinary Course of Business expenses; or (e) has received any funds from the Company or any

Company Subsidiary since the Balance Sheet Date, or is the obligee or beneficiary of any Liability of the Company or any Company

Subsidiary since the Balance Sheet Date, except for employment-related compensation, benefits or reimbursement of expenses paid or

payable in the Ordinary Course of Business and on arm’s-length terms.

2.21 Environmental

Matters. Except as would not be expected to have a Company Material Adverse Effect:

(a) Each

of the Company, the Company Subsidiaries and their respective Affiliates (for the purposes of this Section 2.21 only, collectively,

the “Company”) is now and since January 1, 2023, has been in compliance with all applicable Environmental Laws.

(b)

The Company possesses and is in compliance with all Environmental Permits necessary for the operation of the Business. Each such Environmental

Permit is in full force and effect. There are no pending or, to the Knowledge of the Company, threatened Actions for, and no facts, circumstances,

or conditions exist with respect to the Business that could reasonably be expected to result in, the revocation, suspension, modification

or non-renewal of any Environmental Permit possessed by the Company.

The Company has taken all actions necessary for the timely renewal of each such Environmental

Permit, and no renewal is required in the two year period following the Effective

Time. There are no modifications of any Environmental Permit possessed

by the Company pending or required for the operation of the Business. The

Company is not in breach, default or violation of the terms of any such Environmental

Permit. No consent or other approval of any Person is required under the terms of any Environmental Permit held by the Company for the

consummation of the transactions contemplated by this Agreement.

Company reasonably believes that any Environmental Permits which have not been obtained by the Company as of the date of this Agreement,

but which are necessary to be obtained in the future by the Company for the operation of the Business in the future (including the further

development of the Brazilian Mineral Rights):

(i) shall

be obtained in the Ordinary Course of Business on or prior to the commencement of the appropriate stage of the ownership and development

of the Brazilian Mineral Rights for which such Environmental Permits would be necessary; and

(ii) shall

not contain any condition or requirements, (1) the compliance with which could reasonably be expected to result in a Company Material

Adverse Effect or (2) which the Company does not expect to satisfy on or prior to the commencement of the appropriate stage of ownership

or development of the Brazilian Mineral Rights, except, in the case of clause (2) to the extent that a failure to so satisfy such condition

or requirement could not reasonably be expected to (x) give rise to a delay in the development of the Brazilian Mineral Rights, or (y)

give rise to a Liability of the Company.

(d) The

Company has not, since January 1, 2023, used, generated, treated, stored, transported, disposed of, Released or handled Hazardous Substances

on or at any property currently or formerly owned, leased or operated by the Company, nor has there been any Release by the Company at

any other location, except in compliance with all applicable Environmental Laws and in a manner that would not reasonably be expected

to result in Liability to the Company, and there is no prior Release which would reasonably be expected to give rise to Liability to the

Company.

(e) There

is not now and there has not, since January 1, 2023, been any Hazardous Substances at, on, under, about or emanating from or to any property

currently owned, leased or operated by the Company except in compliance with all applicable Environmental Laws and in a manner that would

not reasonably be expected to result in Liability to the Company.

(f) The

Company has not, since January 1, 2023, received or responded to any communication (written or oral), whether from a Governmental Entity,

citizens group, employee or otherwise, of any alleged, actual or potential responsibility or Liability for, or any inquiry or investigation

regarding, any Release or threatened Release of Hazardous Substances or alleged violation of, or non-compliance with, any Environmental

Law, nor does the Company have Knowledge of any information which might form the basis of any such notice or claim.

(g) The

Company is not subject to any pending Actions alleging non-compliance with, or any Liability arising under, any Environmental Law.

(h) There

is not now, nor to the Knowledge of the Company has there ever been, any underground storage tank at any property currently owned, leased

or operated by the Company.

(i) The

Company has not agreed to indemnify or hold harmless any other Person for any violation of, or Liability arising under, Environmental

Laws.

(j) There

is no obligation on the part of the Company to have in place any financial assurance instrument under any Environmental Law.

(k) The

Company has not entered into or agreed to any consent order or decree, and is not subject to any judgment, settlement, Order, or agreement

relating to, any Liability under any applicable Environmental Law, any Environmental Permit, or the investigation, sampling, monitoring,

treatment, or Remediation of Hazardous Substances, and there are no facts, circumstances or conditions existing currently that would

reasonably be expected to subject the Company to damages, losses, penalties, fines, injunctive relief or cleanup costs under any Environmental

Law, or which require or are reasonably expected to require Remediation or other response pursuant to applicable Environmental Law.

(l) Other

than in the Ordinary Course of Business, there are no expenditures required of the Company as of the date of this Agreement or within

three years thereafter (including as a result of the transactions contemplated by this Agreement) to: (i) comply with, or maintain any

Environmental Permits required for the operation of the Business and the continued development of the Brazilian Mineral Rights, (ii) comply

with Environmental Laws, or (iii) address any noncompliance with Environmental Laws arising out of the Business of the Company.

(m) Company

has provided to Parent true, complete and correct copies of (i) all sampling results and environmental or safety audit or inspection reports

obtained in the last three (3) years, (ii) current environmental insurance policies, (iii) descriptions of Reclamation obligations and

cost estimates for the same, (iv) all Environmental Permits obtained by the Company as of the date of this Agreement, and (v) all other

written reports or correspondence concerning environmental, health or safety issues, pertaining to any current or former operations of

the Company, and of property currently or formerly owned, leased or operated by the Company.

2.22 Customers and

Suppliers.

(a) Section

2.22(a) of the Disclosure Schedules sets forth a list of the top ten (10) customers of the Company and the Company Subsidiaries (including

distributors) (each, a “Material Customer”), based on the amount in $ of consolidated revenues earned by the Company

and the Company Subsidiaries for twelve (12) months ending December 31, 2025 and the revenues generated from such customers.

(b) Section

2.22(b) of the Disclosure Schedules sets forth a list of the top ten (10) vendors, suppliers, resellers, service providers and other

similar business relations of the Company and the Company Subsidiaries (each, a “Material Supplier”) based on the amount

in $ of goods or services purchased by the Company or any Company Subsidiary for each of the twelve (12) months ended December 31, 2025

and the three months ended March 31, 2026.

as set forth on Section 2.22(c) of the Disclosure Schedules, no Material Customer or Material Supplier has delivered written notice

to the Company or any Company Subsidiary within the past twelve (12) months that it intends to stop or materially alter its business relationship

with the Company or any Company Subsidiary (whether as a result of the consummation of the transactions contemplated by this Agreement

and the other Transaction Documents or otherwise), or has during such period decreased materially its supply of services or products to,

or purchase of products or services from the Company or any Company Subsidiary. To the Company’s Knowledge, within the past twelve

(12) months (i) no Material Customer or Material Supplier has stated in writing an intention to cancel or otherwise substantially modify

its relationship with the Company or any Company Subsidiary or to decrease or limit materially, its supply of services or products to,

or purchase of products or services from, the Company or any Company Subsidiary, (ii) no Material Customer or Material Supplier has delivered

a written notice to the Company or any Company Subsidiary of any material problem or dispute with any Material Customer or Material Supplier,

and (iii) no such Material Customer or Material Supplier is the subject of any voluntary or involuntary bankruptcy, solvency or other

similar proceeding.

2.23 Brokerage.

There are no claims for brokerage commissions, finders’ fees, financial advisors’ fees or similar compensation in

connection with the transactions contemplated by this Agreement or any other Transaction Document based on any Contract to which the

Company or any Company Subsidiary or any of their Affiliates is a party or that is otherwise binding upon the Company or any Company

Subsidiary or any of their Affiliates and no Person is entitled to any fee or commission or like payment in respect thereof. All

fees, commissions or like payments to any Person referenced in the first sentence of this Section 2.23 as set forth on Section

2.23 of the Disclosure Schedules shall be paid at Closing and, following Closing, none of the Company, Parent or any of their

respective Affiliates will have any obligation of any kind with respect to such matters or agreements.

2.24 Mineral

Rights.

(a) (i)

Serra Verde Brazil has all of the rights, Contracts and licenses necessary to authorize and enable it to properly and legally carry on

the mineral exploration, exploitation and mining activities in connection with the Brazilian Mineral Rights, all of which are listed in

Section 2.24(a) of the Disclosure Schedules, and (ii) Serra Verde Brazil has duly complied with and is not in default with respect

to, such rights, Contracts and/or licenses.

(b) Except

for the Brazilian Mineral Rights, Serra Verde Brazil holds no other mining rights, tenements and/or authorizations.

of the Brazilian Mineral Rights has been recorded in the name of Serra Verde Brazil and has been lawfully acquired and/or obtained and

is duly registered with the NMA, to the extent required by applicable Law.

(d) The

Brazilian Mineral Rights are valid and in good standing and all rentals (including the payments due to landowners, possessors or surface

rights holders), fees (including Taxa Annual per Hectare and inspection fees), expenditures, royalties (including CFEM), fines and other

payments owned in respect of the Brazilian Mineral Rights have been fully and timely paid and all fillings in respect of the Brazilian

Mineral Rights have been made to the Governmental Entities. Serra Verde Brazil has good, legitimate, valid and marketable title to the

Brazilian Mineral Rights. Except for the Liens listed in Section 2.24(d) of the of the Disclosure Schedules, all Brazilian Mineral

Rights are free and clear of any and all Liens.

(e) Serra

Verde Brazil (i) has full access to the relevant areas associated with the Brazilian Mineral Rights that are currently being or that are

to be exploited or explored by Serra Verde Brazil; and (ii) has been granted legal and proper easements, possession and/or surface rights

required for such access.

(f) Serra

Verde Brazil is in compliance with, and is not alleged to be in default or breach of, all obligations established in the Mining Law and

has performed all of the obligations required to be performed by it in respect of the Brazilian Mineral Rights (including any such obligations

arising under any applicable Contracts, Mining Law (including any Law applicable to mining dams, waste piles and nuclear minerals) and/or

Orders in relation to the Brazilian Mineral Rights).

(g) Except

for those listed in Section 2.24(g) of the Disclosure Schedules, there are no ongoing or threatened administrative or judicial

proceedings involving the Brazilian Mineral Rights, including administrative or judicial proceedings, related to non-compliance with the

applicable Mining Law, Contracts and/or licenses or otherwise related to the Brazilian Mineral Rights.

(h) No

Person other than Serra Verde Brazil has any preferential right or interest in the Brazilian Mineral Rights or the production or profits

from the Brazilian Mineral Rights or any royalty in respect of the Brazilian Mineral Rights or any right to acquire any such interest.

(i) There

are no back-in rights, earn-in rights, rights of first refusal, assignments or promises of assignment or similar provisions or rights

which affect or may affect Serra Verde Brazil’s interest in the Brazilian Mineral Rights. There are no agreements, understandings

or instruments executed by the Company, Serra Verde Brazil or any Company Subsidiaries with third parties that may or would adversely

affect the Brazilian Mineral Rights.

(j) The

Brazilian Mineral Rights (i) do not lie within any protected area, rescued area, reserve, reservation, reserved area, or special needs

lands as designated by any Governmental Entity having jurisdiction thereover, and (ii) do not contain, nor are in proximity of, any quilombola

or indigenous or local communities that would be adversely impacted by Serra Verde Brazil’s activities.

(k) No

dispute between Serra Verde Brazil and any non-governmental organization, community, community group, quilombola, indigenous peoples or

indigenous group exists or is threatened with respect to Serra Verde Brazil business and/or the Brazilian Mineral Rights.

(l) Serra

Verde Brazil has never received any communication from competent Governmental Entity regarding the potential economic viability of nuclear

mineral exploration within the area of the Brazilian Mineral Rights.

(m) No

Brazilian Mineral Rights has (i) been expropriated, had its area reduced or been seized or forfeited by any Governmental Entity or (ii)

otherwise been impaired, including with respect to scope (geographic or otherwise) or duration. No written notice of any such action in

respect of any Brazilian Mineral Rights has been received by Serra Verde Brazil. No act, fact, omission or ongoing claims that would (i)

adversely affect any Brazilian Mineral Rights or the exercise of the rights arising from any such Brazilian Mineral Rights; (ii) result

in the termination, revocation, expropriation, default or forfeiture of any Brazilian Mineral Rights; or (iii) result in the accountability

for illegal or irregular mining activities within any Brazilian Mineral Rights carried out by Serra Verde Brazil and or third parties

(with or without the consent of Serra Verde Brazil), as well as in any other areas, including areas of other mineral rights previously

held by Serra Verde Brazil is pending, or threatened against Serra Verde Brazil.

2.25 Solvency.

The Company and the Company Subsidiaries are not, in fact or in Law, in a pre-bankruptcy or insolvency situation. No Order has been

issued and neither the Company nor any Company Subsidiary filed any application and/or petitioned to any Person, nor have they

received any notice from any Person, requesting bankruptcy or initiating any insolvency proceedings of the Company and/or the

Company Subsidiaries. The Company and the Company Subsidiaries have not entered into or proposed any agreement or composition with

their creditors or any class of creditors, including in the context of judicial or extrajudicial recovery. The transactions

contemplated in this Agreement and in other Transaction Documents does not qualify as a fraudulent or illegal transfer of goods or

assets of the Company and/or the Company Subsidiaries, in accordance with the applicable Law, and cannot be annulled or dissolved

based on any of these grounds.

2.26 Information

Supplied. None of the information supplied or to be supplied by the Company specifically

for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to Parent’s

stockholders or at the time of the Parent Stockholder Meeting, contain any untrue statement of a material fact or omit to state any

material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances

under which they are made, not misleading, in each case, excluding any information supplied by or on behalf of Parent or Merger Sub

for inclusion or incorporation by reference therein.

2.27 Retained

Finance Agreement.

(a) The

Retained Finance Agreement is valid, binding and enforceable against the Company and to the Knowledge of the Company, enforceable by the

Company against the other parties thereto, in accordance with their respective terms, subject to the Enforceability Exceptions. To the

Knowledge of the Company, (i) no event has occurred which with the passage of time or the giving of notice or both would result in a default,

breach or event of noncompliance by the Company or any Company Subsidiary under the Retained Finance Agreement in any material respect,

(ii) no other party to the Retained Finance Agreement is in breach thereof or default thereunder in any material respect and none of the

Company or any Company Subsidiary has received any written notice of termination, cancellation, breach or default under the Retained Finance

Agreement; and (iii) other than as contemplated under the Retained Finance Agreement, there are no renegotiations of, attempts to renegotiate,

or outstanding rights to renegotiate any material amounts paid or payable to the Company or any Company Subsidiary under the Retained

Finance Agreement with any Person and no such Person has made written demand for such renegotiation.

(b) As

of the date hereof, the Company has no Knowledge of any material fact, circumstance, event, or condition that would reasonably be expected

to result in (i) a failure by the Company to achieve or satisfy any funding milestone included in the Retained Finance Agreement, or (ii)

a default or event of default by the Company with respect to any such milestone.

2.28 No Other

Representations; No Reliance. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN

THIS ARTICLE II (AS MODIFIED BY THE DISCLOSURE SCHEDULES) AND IN ANY CERTIFICATE DELIVERED BY OR ON BEHALF OF THE COMPANY

HEREUNDER, PARENT, ON BEHALF OF ITSELF AND ITS AFFILIATES AND REPRESENTATIVES, ACKNOWLEDGES AND AGREES THAT (A) NEITHER THE COMPANY

NOR ANY OTHER PERSON ON BEHALF OF THE COMPANY HAS MADE OR IS MAKING ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT

TO THE COMPANY, THE COMPANY SUBSIDIARIES OR ANY OF THEIR AFFILIATES OR ANY OF THEIR RESPECTIVE BUSINESSES, OPERATIONS, CONDITION

(FINANCIAL OR OTHERWISE), THE PRO FORMA FINANCIAL INFORMATION, COST ESTIMATES, FINANCIAL OR OTHER PROJECTIONS, FORECASTS, ESTIMATES,

BUDGETS, PLANS OR ANY OTHER FORWARD-LOOKING STATEMENTS OF THE COMPANY OR THE COMPANY SUBSIDIARIES OR ANY OTHER MATTER OR WITH

RESPECT TO ANY OTHER INFORMATION, DOCUMENTS OR OTHER MATERIALS OR MANAGEMENT PRESENTATIONS PROVIDED BY THE COMPANY OR THE COMPANY

SUBSIDIARIES OR ANY OF THEIR AFFILIATES OR REPRESENTATIVES AND (B) ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE EXPRESSLY

DISCLAIMED BY THE COMPANY, AND NEITHER PARENT NOR ANY PERSON ON ITS BEHALF IS ENTITLED TO RELY ON, OR HAS RELIED ON OR IS RELYING

ON, ANY SUCH REPRESENTATION OR WARRANTY, IF MADE.

Article III.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Except as set forth in the

Parent SEC Documents filed with the SEC on or after March 12, 2025 and that are available on the SEC’s website through EDGAR as

at 11:59 p.m. Eastern Time on the date that is two (2) Business Days prior to the date of this Agreement (excluding any risk factors (other

than historical information of Parent contained therein), forward-looking statements or similar predictive statements) (the “Signing

Parent SEC Documents”) (it being agreed that nothing disclosed in the Signing Parent SEC Documents will be deemed to modify

or qualify the representations and warranties set forth in Section 3.2), each of Parent and Merger Sub, jointly and severally,

represents and warrants to the Company that the statements contained in this Article III are true and correct as of the date

of this Agreement and will be true and correct as of the Closing (unless the particular statement speaks expressly as of another date,

in which case Parent and Merger Sub so represent and warrant as of such other date).

3.1 Organization;

Power. Merger Sub is (i) a business company limited by shares incorporated under the laws

of the British Virgin Islands and (ii) an indirect, wholly owned subsidiary of Parent. Parent is a corporation duly organized,

validly existing and in good standing under the Laws of the State of Delaware. Except as would not reasonably be expected to have,

individually or in the aggregate, a Parent Material Adverse Effect, each of Parent and Parent Subsidiaries (i) has all requisite

corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as

presently conducted and (ii) is qualified to do business and is in good standing as a foreign corporation or other entity in each

jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such

qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate,

reasonably be expected to be material to Parent. Parent has filed with the SEC, which are publicly available on the SEC’s

website through EDGAR as at 11:59 p.m. Eastern Time on the date that is one (1) Business Day prior to the date of this Agreement,

complete and accurate copies of the certificate of incorporation and bylaws of Parent as amended to the date hereof (the

“Parent Governing Documents”). Complete and accurate copies of the organizational documents of each Parent

Subsidiary have been provided to the Company and reflect all material amendments made thereto at any time prior to the date of this

Agreement. The Parent Governing Documents are in full force and effect, and Parent is not in violation of Parent Governing Documents

in any material respect. Neither Parent nor any Parent Subsidiary has adopted, and there is not currently in effect, any stockholder

rights plan, “poison pill,” rights agreement or similar anti-takeover plan, agreement or device that would be triggered

by or otherwise apply to the transactions contemplated by this Agreement, including the issuance of Parent Stock as consideration

pursuant hereto or the Parent Stockholder Approval.

3.2 Capitalization.

(a) As

of the date hereof, the authorized capital stock of Parent consists of 750,000,000 shares of common stock, par value $0.0001 per share

and 50,000,000 shares of Preferred Stock, par value $0.0001 per share, of which 15,000,000 shares were designated as Series A Preferred

Stock (“Parent Preferred Stock”). As of April 17, 2026, (A) 217,985,608 shares of Parent Stock were issued and outstanding,

(B) no shares of Parent Stock were held in treasury, (C) 1,224,351 shares of Parent Preferred Stock were issued and outstanding, (D) zero

shares of Parent Stock were issuable upon the exercise of outstanding options to purchase Parent Stock, (E) 2,358,104 shares of Parent

Stock were subject to outstanding restricted stock units (including performance stock units, assuming achievement of the applicable performance

measures at the maximum level) of Parent, (F) 10,488,216 shares of Parent Stock were reserved and available for issuance under the USA

Rare Earth, Inc. 2024 Omnibus Incentive Plan, and (G) no other shares of capital stock or other voting securities of Parent were issued,

reserved for issuance or outstanding. All outstanding shares of Parent Stock are duly authorized, validly issued, fully paid and nonassessable

and free of preemptive rights.

(b) As

of the date hereof, except as set forth in Section 3.2(a), there are no outstanding subscriptions, options, warrants, puts, calls,

exchangeable or convertible securities or other similar rights, agreements or commitments or any other contract to which Parent or any

Parent Subsidiary is a party or is otherwise bound obligating Parent or any Parent Subsidiary to (i) issue, transfer or sell, or make

any payment with respect to, any shares of capital stock or other equity interests of Parent or any Parent Subsidiary or securities convertible

into, exchangeable for or exercisable for, or that correspond to, such shares or equity interests, (ii) grant, extend or enter into any

such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment,

or (iii) redeem or otherwise acquire any such shares of capital stock or other equity interests. As of the date hereof, except as set

forth in Parent’s organizational documents, there are no (i) outstanding obligations of Parent to repurchase, redeem or otherwise

acquire or retire for value any Parent Stock and (ii) statutory or contractual equity holder preemptive or similar rights, rights of first

refusal, rights of first offer or registration rights with respect to the Parent Stock. Parent has not violated, in any material respect,

any applicable securities Laws or any preemptive or similar rights created by statute, organizational document or agreement in connection

with the offer, sale, issuance or allotment of any of the Parent Stock. As of the date hereof, except as set forth in Parent’s organizational

documents, Parent has no liability for, or obligation with respect to, the payment of dividends, distributions or similar participation

interests, whether or not declared or accumulated, and there are no restrictions of any kind which prevent the payment of the foregoing

by Parent, other than those arising under applicable Law and, if and to the extent the Parent Loan Agreement has been entered into, the

Parent Loan Agreement.

of the date hereof, neither Parent nor any Parent Subsidiary has outstanding bonds, debentures, notes or other similar obligations, the

holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the

stockholders of Parent on any matter.

(d) As

of the date hereof, there are no voting trusts or other agreements, commitments or understandings to which Parent or any Parent Subsidiary

is a party with respect to the voting of the capital stock or other equity interests of Parent or any Parent Subsidiary. Neither Parent

nor any of its Affiliates or Representatives has entered into any Contract with any holder of Parent Stock or any other security of Parent

(i) relating to the vote of such holder with respect to the Parent Stockholder Approval or (ii) with respect to the transactions contemplated

by this Agreement, in each case, that has not been disclosed in writing to the Company prior to the date of this Agreement.

(e) The

shares of Parent Stock to be issued as consideration pursuant to this Agreement, when issued in accordance with the terms of this Agreement,

will be duly authorized, validly issued, fully paid and nonassessable, and will be (other than restrictions under applicable securities

Laws or created by the Company Shareholders, including pursuant to the Lockup Agreements) free of preemptive rights and free of restrictions

on transfer.

3.3 Authorization.

(a) Merger

Sub and Parent have all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents

to which it is or will be a party and to consummate the transactions contemplated hereby and thereby, including the issuance of Parent

Stock as consideration. The execution and delivery of this Agreement and the other Transaction Documents to which Merger Sub or Parent

is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by

all necessary corporate action of Parent and Merger Sub, and no other corporate proceedings (pursuant to Parent Governing Documents or

otherwise) on the part of Parent or Merger Sub are necessary to authorize the consummation of, and to consummate, the transactions contemplated

hereunder.

(b) No

vote or consent of the holders of any class or series of capital stock of Merger Sub or Parent, or of any other securities of Merger Sub

or Parent (equity or otherwise), is necessary to adopt this Agreement or the other Transaction Documents to which Merger Sub or Parent

is or will be a party or to approve the transactions contemplated hereunder or thereunder, except for the Parent Stockholder Approval

with respect to the issuance of Parent Stock pursuant to this Agreement.

Agreement has been, and each other Transaction Document to which Merger Sub or Parent is or will be a party is or will be, duly and validly

executed and delivered by Merger Sub and Parent and, assuming this Agreement and such other Transaction Documents constitute the valid

and binding agreement of the other parties hereto and thereto, as applicable, constitutes the valid and binding obligation of Merger Sub

and Parent, enforceable against it in accordance with their terms, subject to the Enforceability Exceptions.

3.4 No Conflict; Required

Filings and Consents.

(a) No

authorization, permit, notification to, consent or approval of, or filing with, any Governmental Entity is required in connection with

the execution and delivery by Merger Sub or Parent of this Agreement or the other Transaction Documents to which it is or will be a party

or the consummation by Merger Sub or Parent of the transactions contemplated hereunder or thereunder, except for (i) the filing with the

SEC of such reports under the Securities Act, the Exchange Act and the rules and regulations thereunder, filings with Nasdaq, filings

with FINRA, and filings and approvals under applicable state securities or “blue sky” Laws, in each case, as may be required

in connection with this Agreement and the transactions contemplated hereby, and (ii) filings required under the HSR Act and any applicable

Antitrust Laws and (iii) as set forth on Section 3.4(a) of the Disclosure Schedules.

(b) The

execution and delivery by Merger Sub and Parent of this Agreement and the other Transaction Documents to which Merger Sub or Parent is

or will be a party do not, and the consummation of the transactions contemplated hereunder and thereunder and compliance with the provisions

hereof and thereof will not (i) conflict with or result in any material violation or breach of, or material default (with or without notice

or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation, first offer, first

refusal or acceleration of any obligation or to the loss of a benefit under, any material contract binding upon Parent or any Parent Subsidiary

or to which any of them are a party or by or to which any of their respective properties, rights or assets are bound or subject, or result

in the creation of any Lien upon any of the properties, rights or assets of Parent or any Parent Subsidiary, (ii) conflict with or result

in any violation of any provision of (A) Parent Governing Documents or (B) the organizational or governing documents of any Parent Subsidiary,

or (iii) conflict with or violate any Law applicable to Parent or any Parent Subsidiary or any of their respective properties, rights

or assets, other than, in each case, any such conflict, violation, breach, default, termination, modification, cancellation, acceleration,

right, loss or Lien that has not had and would not reasonably be expected to be, individually or in the aggregate, material to Parent

and Parent Subsidiaries, taken as a whole, or their ability to consummate the transactions contemplated by, and perform their obligations

under, the Transaction Documents.

3.5 Brokerage.

There are no claims for brokerage commissions, finders’ fees, financial advisors’ fees or similar compensation in

connection with the transactions contemplated by the Transaction Documents based on any Contract to which Merger Sub, Parent or any

of their Affiliates is a party or that is otherwise binding upon Merger Sub, Parent or any of their Affiliates, and no Person is

entitled to any fee or commission or like payment in respect thereof.

3.6 Valid Issuance;

Sufficiency of Funds. The shares of Parent Stock to be issued to the Company Shareholders

pursuant to the terms of this Agreement, when issued as provided in this Agreement, will be duly authorized and validly issued,

fully paid and nonassessable. As of the date of this Agreement and the Closing Date, Parent has and will have sufficient cash

available to enable Parent to make payment of the portion of the Merger Consideration that is payable in cash pursuant hereto.

3.7 SEC

Reports; Nasdaq Listing.

(a) Parent

has timely filed or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by it with

or to the SEC since January 1, 2025 (together with all exhibits, financial statements and schedules thereto, all information incorporated

therein by reference and all documents filed with the SEC during such period by Parent on a voluntary basis) (collectively, the “Parent

SEC Documents”). As of its filing (or furnishing) date or, if amended, as of the date of the last such amendment, each Parent

SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case

may be. As of its filing date or, if amended, as of the date of the last such amendment, each Parent SEC Document filed pursuant to the

Exchange Act did 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 made therein, in light of the circumstances under which they were made, not misleading. Each

Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act,

as of the date such registration statement or latest effective date, did 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 made therein not misleading. There

are no material outstanding or unresolved written comments from the SEC with respect to Parent SEC Documents. No Parent SEC Documents

are, to the Knowledge of Parent, the subject of ongoing SEC review.

(b) The

financial statements of Parent and Parent Subsidiaries contained in Parent SEC Documents (the “Parent Financial Statements”),

have been prepared, in all material respects, from the books and records of Parent and Parent Subsidiaries, comply as to form in all material

respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and have

been prepared in accordance with GAAP applied on a consistent basis throughout the periods presented, except as otherwise noted therein.

The Parent Financial Statements (including the related notes) present fairly in all material respects the consolidated financial position

of Parent and Parent Subsidiaries as at the respective dates thereof and their consolidated results of operations and cash flows for the

periods then ended (subject to normal and recurring year-end audit adjustments in the case of any unaudited interim financial statements).

Since January 1, 2025, Parent has not received any “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect

of any accounting, internal accounting controls or auditing matters. To the Knowledge of Parent, since January 1, 2025, no complaint seeking

relief under Section 806 of the Sarbanes-Oxley Act has been filed with the United States Secretary of Labor and no employee of Parent

has threatened to file any such complaint.

and Parent Subsidiaries are in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act and the Dodd-Frank

Wall Street Reform and Consumer Protection Act, as amended. Each required form, report and document containing financial statements that

has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by Parent’s

principal executive officer and principal financial officer pursuant to the Sarbanes-Oxley Act and, at the time of filing or submission

of each such certification, such certification complied in all material respects with the applicable provisions of the Sarbanes-Oxley

Act. Neither Parent nor any of its executive officers has received written notice from any Governmental Entity challenging or questioning

the accuracy, completeness, form or manner of filing of such certifications.

(d) Neither

Parent nor any Parent Subsidiary is a party to, or has any contract to become a party to, any joint venture, off-balance sheet partnership

or any similar contract, including any contract relating to any transaction or relationship between or among Parent or any Parent Subsidiary,

on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person,

on the other hand, or any off-balance sheet arrangements (as defined in Item 303(a) of Regulation S-K of the SEC), in any such case, where

the purpose of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent in Parent’s

published financial statements or any Parent SEC Document.

(e) The

Parent Stock is listed on Nasdaq and Parent is in compliance in all material respects with the applicable listing and other rules and

regulations of Nasdaq and has not received any notices from Nasdaq that could impact the ability for Parent Stock to remain listed.

3.8 Internal Controls and

Procedures. Parent has established and maintains, and at all times since January 1, 2025

has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in

paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act,

designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with GAAP. Parent’s disclosure controls and procedures are effective at the

reasonable assurance level and designed to ensure that all material information required to be disclosed by Parent in the reports

that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified

in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Parent’s

management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant

to Sections 302 and 906 of the Sarbanes-Oxley Act. Since January 1, 2025, Parent’s principal executive officer and its

principal financial officer have disclosed to Parent’s auditors and the audit committee of Parent’s board of directors

(the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made

available to the Company prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or

operation of internal controls over financial reporting, (ii) any fraud, whether or not material, that involves management or other

employees who have a significant role in Parent’s internal controls over financial reporting and (iii) any written claim or

allegation regarding clauses (i) or (ii). Since January 1, 2025 through the date hereof, neither Parent nor any Parent

Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing

practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting

controls.

3.9 Absence of Certain

Changes of Events. From September 30, 2025, through the date of this Agreement, there has

not occurred any Effect that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material

Adverse Effect.

3.10 No Undisclosed

Liabilities. Neither Parent nor any Parent Subsidiary has any Liabilities except for: (a)

as and to the extent specifically reflected or reserved against in Parent’s consolidated balance sheet (or disclosed in the

notes thereto) as of June 30, 2025 included in Parent SEC Documents filed or furnished prior to the date hereof, (b) Liabilities

incurred in the Ordinary Course of Business since September 30, 2025 (none of which relate to breach of contract, breach of

warranty, tort, infringement, violation of or Liability under any Law or any Order), (c) Liabilities expressly contemplated by or

incurred in connection with this Agreement and the transactions contemplated hereby, (d) if and to the extent the Parent Loan

Agreement has been entered into, Liabilities under the Parent Loan Agreement and (e) Liabilities which have not had and would not

reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

3.11 Compliance with Law;

Permits; Sanctions.

(a) Parent

and Parent Subsidiaries are, and since January 1, 2025 have been, in compliance with any Laws (including employee benefits and labor Laws)

applicable to Parent, Parent Subsidiaries or any of their respective properties or assets, except where any failure to comply has not

had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1,

2023, (i) Parent and each Parent Subsidiary has conducted their respective businesses in compliance in all material respects with all

Permits relating to the operation and conduct of such businesses and any of its properties or facilities or otherwise that apply to Parent

or the Parent Subsidiaries; and (ii) neither Parent nor any Parent Subsidiary has received (y) notice of any violation, alleged violation

or potential violation of any such Permits that would, individually or in the aggregate, reasonably be expected to be material to the

business of Parent and the Parent Subsidiaries or (z) any actual, alleged or potential obligation on the part of Parent or any Parent

Subsidiary to undertake, or to bear all or any portion of the cost of, any remedial action that would, individually or in the aggregate,

reasonably be expected to have a Parent Material Adverse Effect.

(b) Parent

and each of the Parent Subsidiaries are in possession of all Permits necessary for Parent and each Parent Subsidiary to own, lease and

operate their respective properties and to conduct their respective businesses consistent with past practice in all material respects.

All applications for or renewals of all such material Permits have been timely filed and made and no such material Permit will expire

or be terminated as a result of the consummation of the transactions contemplated by the Transaction Documents. Except as would not reasonably

be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all of such Permits are in full force and effect

and will remain in full force and effect immediately following the Closing, and the Parent and each Parent Subsidiary are in compliance

with the foregoing without any conflict with the valid rights of others. Except as would not reasonably be expected to have, individually

or in the aggregate, a Parent Material Adverse Effect, there is no Action pending, or to the Knowledge of Parent, threatened, nor has

Parent or any Parent Subsidiary received any written or, to Parent’s Knowledge, oral notice from any Governmental Entity to revoke,

cancel, refuse to renew or adversely modify any Permit.

the Parent nor any of the Parent Subsidiaries nor any director, officer, nor to the Knowledge of the Parent, employee, agent, affiliate

or representative of the Parent or any of the Parent Subsidiaries, has, since April 24, 2019, made any disclosure with respect to an actual

or apparent violation of applicable Sanctions or Trade Controls or has been subject to civil or criminal penalties or been the subject

of any allegation, notice, investigation, prosecution or other enforcement action imposed by any Governmental Entity administering Sanctions

or Trade Controls; and (ii) no investigation, charge, proceeding, investigation, inquiry, or Action by any Governmental Entity administering

Sanctions or Trade Controls with respect to an apparent or actual violation of any applicable Sanctions or Trade Controls is now pending

or has been asserted or threatened with respect to the Parent or the Parent Subsidiaries.

(d) Neither

the Parent nor any of the Parent Subsidiaries nor any director, officer, nor to the Knowledge of the Parent, employee, agent, affiliate

or representative of the Parent or any of the Parent Subsidiaries (i) is a Sanctioned Person; (ii) has, since April 24, 2019 engaged in

any dealings or transactions with, or on behalf of, or for the benefit of any Sanctioned Person, or in or involving any Sanctioned Territory;

(iii) has, since April 24, 2019, engaged in or is now engaged in any activity, practice or conduct which would constitute a violation

of application Sanctions or Trade Controls; (iv) has, since April 24, 2019, engaged in or is now engaged in any activity, practice or

conduct that would be reasonably expected to result in designation or status as a Sanctioned Person; or (v) is otherwise in violation

of applicable Sanctions or Trade Controls. Each of the Parent and Parent Subsidiaries, and their directors and officers, and to the Knowledge

of the Parent, employees, agents, affiliates and representatives of the Parent and Parent Subsidiaries, has conducted its business in

compliance with applicable Sanctions and Trade Controls.

3.12 Legal Proceedings;

Orders.

(a) There

are no Actions pending or, to the Knowledge of Parent, threatened against Parent or any of Parent Subsidiaries, or any of their respective

properties, rights or assets, by or before any Governmental Entity, and there are no orders, judgments, decrees of or settlement agreements

with any Governmental Entity binding upon Parent or any Parent Subsidiary, in each case that have had or would reasonably be expected

to have, individually or in the aggregate, a Parent Material Adverse Effect.

(b) Each

of Parent and Merger Sub, jointly and severally, represents and warrants to the Company that the statements contained in Section 3.12

of the Disclosure Schedules are true and correct as of the date of this Agreement and will be true and correct as of the Closing.

3.13 Intellectual

Property.

(a) Except

as would not reasonably be expected to be material to the Parent or any Parent Subsidiaries, taken as a whole, (i) Parent and the Parent

Subsidiaries exclusively own all right, title, and interest in and to all Intellectual Property Rights which Parent or any Parent Subsidiaries

has or purports to have an ownership interest of any nature (collectively, the “Parent IP”) free and clear of any Liens

(other than a Permitted Lien), and have valid rights to use all other Intellectual Property Rights used, held for use, or practiced by

Parent or any Parent Subsidiaries in the conduct of their businesses as currently conducted and (ii) the Parent IP and the other Intellectual

Property Rights licensed to Parent and Parent Subsidiaries collectively constitute all Intellectual Property necessary and sufficient

to conduct the businesses of Parent or any Parent Subsidiary as currently conducted.

(b) Except

as would not reasonably be expected to be material to the Parent or any Parent Subsidiaries, taken as a whole, during the three (3) year

period from the Closing Date, neither the conduct of the business of Parent or any Parent Subsidiary, nor the ownership, licensing, use,

exploitation or development of the Parent IP has infringed, misappropriated, diluted, or otherwise violated, or is currently infringing,

misappropriating, diluting, or otherwise violating, any Intellectual Property Right of any other Person. No infringement, misappropriation,

dilution, or similar claim or Action is pending or, to the Knowledge of Parent, threatened against Parent or any Parent Subsidiary or,

to the Knowledge of Parent, against any Person who may be entitled to be indemnified or reimbursed by Parent or any Parent Subsidiary

with respect to such claim or Action. Except as would not reasonably be expected to be material to the Parent or any Parent Subsidiaries,

taken as a whole, no interference, opposition, reissue, reexamination, or other Action of any nature is pending, or, to the Knowledge

of the Parent, has been threatened, in which the scope, validity, registrability or enforceability of any Parent IP registered, filed,

or issued under the authority of any Governmental Entity or domain name registry is being or has been contested or challenged, and neither

the Parent nor any Parent Subsidiary has received written notice that any such Parent IP is invalid or unenforceable. Neither Parent nor

any of the Parent Subsidiaries has received any written notice relating to any actual, alleged, or suspected infringement, misappropriation,

dilution, or other violation of any Intellectual Property Right of another Person, including any notice inviting Parent or Parent Subsidiaries

to take a license under any Intellectual Property Right.

the Knowledge of Parent, no third party is infringing, misappropriating, diluting or otherwise violating the Parent IP in any material

respect, and there are no pending or threatened claims or similar Actions by Parent or any Parent Subsidiary against any Person alleging

infringement, misappropriation, dilution or other violation of any Parent IP.

(d) Parent

and Parent Subsidiaries have taken commercially reasonable measures to protect the confidentiality of material trade secrets used in the

businesses of Parent and Parent Subsidiaries. Except as would not reasonably be expected to be material to the Parent and any Parent Subsidiaries,

taken as a whole, to the Knowledge of Parent, there has been no unauthorized access to, unauthorized use of, theft or loss of trade secrets

or other confidential information owned or held for use by Parent or Parent Subsidiaries. Except as would not reasonably be expected to

be material to the Parent or any Parent Subsidiaries, taken as a whole, neither Parent nor any Parent Subsidiary has transferred ownership

of (whether a whole or partial interest), or granted any exclusive right to use, any Parent IP that is material to the business of Parent

and Parent Subsidiaries to any Person.

(e) The

Parent IT Systems (i) are in good working condition and operate in all material respects in accordance with their documentation and functional

specifications, (ii) are sufficient in all material respects for the conduct of the businesses of Parent and Parent Subsidiaries as currently

conducted, and (iii) have not materially malfunctioned or failed since January 1, 2023.

3.14 Environmental

Matters. Except as would not be expected to have a Parent Material Adverse Effect:

(a) Each

of the Parent and Parent Subsidiaries, is now and since January 1, 2023, has been in compliance with all applicable Environmental Laws;

(b)

The Parent and Parent Subsidiaries possess and are in compliance with

all Environmental Permits necessary for the operation of the business of Parent and the Parent Subsidiaries. Each such Environmental

Permit is in full force and effect. There are no pending or, to the Parent’s Knowledge, threatened Actions for, and no facts, circumstances,

or conditions exist with respect to the Parent business that could reasonably be expected to result in, the revocation, suspension,

modification or non-renewal of any Environmental Permit possessed by

the Parent or Parent Subsidiaries. The Parent and Parent Subsidiaries have taken all actions necessary for the timely renewal of each

such Environmental Permit, and no

renewal is required in the two year period following the Effective Time. There are no modifications of any Environmental

Permit possessed by the Parent and Parent Subsidiaries pending or required for the operation of the Parent business. The

Parent and Parent Subsidiaries are not in breach, default or violation of the

terms of any such Environmental Permit. No consent or other approval of any Person is required under the terms of any Environmental Permit

held by the Parent or Parent Subsidiaries for the consummation of the

transactions contemplated by this Agreement;

Parent and Parent Subsidiaries reasonably believe that any Environmental Permits which have not been obtained by the Parent and Parent

Subsidiaries as of the date of this Agreement, but which are necessary to be obtained in the future by the Parent and Parent Subsidiaries

for the operation of the business of Parent and the Parent Subsidiaries in the future (including the further development of the Round

Top Development):

(i) shall

be obtained in the Ordinary Course of Business on or prior to the commencement of the appropriate stage of the ownership and development

for which such Environmental Permits would be necessary; and

(ii) shall

not contain any condition or requirements, (1) the compliance with which could reasonably be expected to result in a Parent Material Adverse

Effect or (2) which the Parent and Parent Subsidiaries do not expect to satisfy on or prior to the commencement of the appropriate stage

of ownership or development of the Round Top Development, except, in the case of clause (2) to the extent that a failure to so satisfy

such condition or requirement could not reasonably be expected to (x) give rise to a delay in the development of the Round Top Development,

or (y) give rise to a Liability of the Company.

(d) The

Parent and Parent Subsidiaries have not since January 1, 2023, used, generated, treated, stored, transported, disposed of, Released or

handled Hazardous Substances on or at any property currently or formerly owned, leased or operated by the Parent and Parent Subsidiaries,

nor has there been any Release by the Parent and Parent Subsidiaries at any other location, except in compliance with all applicable Environmental

Laws and in a manner that would not reasonably be expected to result in Liability to the Parent and Parent Subsidiaries, and there is

no prior Release which would reasonably be expected to give rise to Liability to the Parent and Parent Subsidiaries;

(e) There

is not now and there has not, since January 1, 2023, been any Hazardous Substances at, on, under, about or emanating from or to any property

currently owned, leased or operated by the Parent or Parent Subsidiaries, except in compliance with all applicable Environmental Laws

and in a manner that would not reasonably be expected to result in Liability to the Parent and Parent Subsidiaries.

(f) The

Parent and Parent Subsidiaries have not since January 1, 2023, received or responded to any communication (written or oral), whether from

a Governmental Entity, citizens group, employee or otherwise, of any alleged, actual or potential responsibility or Liability for, or

any inquiry or investigation regarding, any Release or threatened Release of Hazardous Substances or alleged violation of, or non-compliance

with, any Environmental Law, nor do the Parent and Parent Subsidiaries have Knowledge of any information which might form the basis of

any such notice or claim;

(g) The

Parent and Parent Subsidiaries are not subject to any pending Actions alleging non-compliance with, or any Liability arising under, any

Environmental Law;

(h) There

is not now, nor to the Knowledge of the Parent and Parent Subsidiaries has there ever been, any underground storage tank at any property

currently owned, leased or operated by the Parent and Parent Subsidiaries;

(i) The

Parent and Parent Subsidiaries have not agreed to indemnify or hold harmless any other Person for any violation of, or Liability arising

under, Environmental Laws;

(j) There

is no obligation on the part of the Parent and the Parent Subsidiaries to have in place any financial assurance instrument under any Environmental

Law;

(k) The

Parent and Parent Subsidiaries have not entered into or agreed to any consent order or decree, and are not subject to any judgment, settlement,

Order, or agreement relating to, any Liability under any applicable Environmental Law, any Environmental Permit, or the investigation,

sampling, monitoring, treatment, or Remediation of Hazardous Substances, and there are no facts, circumstances or conditions existing

currently that would reasonably be expected to subject the Parent or Parent Subsidiaries to damages, losses, penalties, fines, injunctive

relief or cleanup costs under any Environmental Law, or which require or are reasonably expected to require Remediation or other response

pursuant to applicable Environmental Law;

(l) Other

than in the Ordinary Course of Business, there are no expenditures required of the Parent and Parent Subsidiaries as of the date of this

Agreement or within three years thereafter (including as a result of the transactions contemplated by this Agreement) to: (i) comply with,

or maintain any Environmental Permits required for the operation of the business of the Parent and the Parent Subsidiaries and the continued

development of the Round Top Development, (ii) comply with Environmental Laws, or (iii) address any noncompliance with Environmental Laws

arising out of the business of the Parent and Parent Subsidiaries; and

(m) Parent

and Parent Subsidiaries have provided to Parent true, complete and correct copies of (i) all sampling results and environmental or safety

audit or inspection reports obtained in the last three (3) years, (ii), current environmental insurance policies, (iii) descriptions of

Reclamation obligations and cost estimates for the same, (iv) all Environmental Permits obtained by the Parent and Parent Subsidiaries

as of the date of this Agreement, and (v) all other written reports or correspondence concerning environmental, health or safety issues,

pertaining to any current or former operations of the Parent and Parent Subsidiaries, and of property currently or formerly owned, leased

or operated by the Parent and Parent Subsidiaries.

3.15 DWAC.

Parent Stock is eligible for clearing through the Depository Trust Company, through its Deposit/Withdrawal at Custodian (DWAC)

system, and Parent’s transfer agent is a participant in, and Parent Stock is eligible for transfer pursuant to, the Depository

Trust Company’s Fast Automated Securities Transfer Program.

3.16 Merger Sub

Formation. Merger Sub has been formed for the sole purpose of entering into this Agreement and consummating the transactions

contemplated hereby and has not conducted any business or operations other than those incidental to its organization, maintenance of

its corporate existence, and the negotiation, execution, and performance of this Agreement and the other Transaction Documents.

Merger Sub does not own or hold, and has not owned or held, any material assets or properties of any kind, other than nominal cash

funded by Parent to pay organizational expenses and fees related to this Agreement. Merger Sub has no liabilities or obligations of

any nature other than (a) obligations under this Agreement and the other Transaction Documents, (b) if and to the extent the Parent

Loan Agreement has been entered into, obligations under the Parent Loan Agreement and (c) customary fees and expenses incurred in

connection with its organization and the transactions contemplated hereby. Parent owns, directly or

indirectly, all of the issued and outstanding equity interests of Merger Sub, free and clear of all Liens (other than restrictions

under applicable securities Laws). There are no outstanding options, warrants, rights, convertible or exchangeable securities or

other agreements or commitments of any character to which Merger Sub is a party or by which Merger Sub is bound relating to the

issued or unissued equity interests of Merger Sub, and there are no agreements or arrangements with respect to the voting or

transfer of the equity interests of Merger Sub other than pursuant to this Agreement and the other Transaction Documents.

3.17 Parent

Stock. Upon receipt of Parent Stockholder Approval, the shares of Parent Stock issuable as

part of the Merger Consideration will have been duly authorized and, when issued and delivered in accordance with the terms of this

Agreement, will have been validly issued and will be fully paid and non-assessable and the issuance thereof will not be subject to

any pre-emptive rights.

3.18 Information

Supplied. None of the information supplied or to be supplied by Parent for inclusion or

incorporation by reference in the Proxy Statement will, at the date it is first mailed to Parent’s stockholders or at the time

of the Parent Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be

stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not

misleading. At all times from the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to

Parent’s stockholders through the date of the Parent Stockholder Meeting, the Proxy Statement (as amended or supplemented)

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 made therein, in light of the circumstances under which they were made, not misleading.

The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and

regulations thereunder, except that no representation or warranty is made by Parent with respect to statements made or incorporated

by reference therein based on information supplied by or on behalf of the Company or any Company Subsidiary for inclusion or

incorporation by reference in the Proxy Statement.

3.19 Required

Vote. The Parent Stockholder Approval is the only vote of Parent’s stockholders

required to approve the issuance of Parent Stock pursuant to this Agreement.

3.20 Tax

Matters.

(a) Each

of Parent and the Parent Subsidiaries has duly and timely filed with the appropriate Tax authorities all income and other material Tax

Returns required to be filed. All such Tax Returns are complete and accurate in all material respects. All income and other material Taxes

due and owing by Parent and the Parent Subsidiaries (whether or not shown on any Tax Returns) have been timely paid. Neither Parent nor

any Parent Subsidiary is currently the beneficiary of any extension of time within which to file any Tax Return (other than with respect

to extensions to file Tax Returns obtained in the Ordinary Course of Business). No claim has been made by a Governmental Entity in a jurisdiction

where Parent or any Parent Subsidiary does not file a Tax Return or pay a Tax that Parent or such Parent Subsidiary is or may be required

to file such a Tax Return or is or may be subject to such Tax in such jurisdiction.

(b) No

deficiencies for Taxes with respect to Parent or any Parent Subsidiary have been claimed, proposed or assessed by any Governmental Entity.

There are no pending or, to Parent’s Knowledge, threatened audits, assessments or other actions for or relating to any liability

in respect of Taxes of Parent or any Parent Subsidiary. No private letter rulings, technical advice memoranda or similar agreement or

rulings with respect to Taxes have been requested, entered into or issued by any Governmental Entity with respect to Parent or any Parent

Subsidiary.

Parent nor any Parent Subsidiary nor Merger Sub has taken or agreed to take any action that is not contemplated by this Agreement that

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

368(a) of the Code. Merger Sub is not acquiring Parent shares at Closing in exchange for property in a transaction that would implicate

Treas. Reg. Section 1.367(b)-4(g).

(d) This

Section 3.20 constitutes the sole and exclusive representations and warranties of Parent and the Parent Subsidiaries relating to

Tax matters.

3.21 Data

Privacy.

(a) Parent

and each Parent Subsidiary, and to the Knowledge of Parent, all third parties processing Personal Information on behalf of Parent or any

Parent Subsidiary (collectively, “Parent Data Partners”), have, since January 1, 2023, materially complied with all

applicable Privacy Requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material

Adverse Effect, the execution, delivery, and performance of this Agreement and the transactions contemplated thereby do not and will not

conflict with or result in a violation or breach of any Privacy Requirements. All international transfers of Personal Information carried

out by Parent or any Parent Subsidiary have been and are conducted in all material respects in compliance with applicable Privacy Requirements,

including the adoption of appropriate transfer mechanisms, safeguards, contractual protections, and data protection measures, as required

by applicable Privacy Requirements.

(b) Parent

and each Parent Subsidiary (i) have, since January 1, 2023, implemented and maintained, and required all Parent Data Partners to implement

and maintain, commercially reasonable technical, physical, and organizational security policies, measures, and controls including a written

information security program, designed to protect Personal Information and confidential information against Security Incidents, (ii) regularly

test their written information security program by conducting security audits, penetration tests, and/or vulnerability scans, and neither

Parent nor any Parent Subsidiary has identified any medium, high, or critical vulnerabilities that have not been fully remediated, and

(iii) have, since January 1, 2023, had contracts in place with all Parent Data Partners which impose on such Parent Data Partners appropriate

obligations related to data privacy, cybersecurity, and the processing of Personal Information, including where required by the Privacy

Requirements.

Parent or any Parent Subsidiary, nor, to the Knowledge of Parent, any Parent Data Partner, has experienced, since January 1, 2023, any

material Security Incidents. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse

Effect, in relation to any Security Incident and/or actual or alleged violation of a Privacy Requirement, since January 1, 2023, neither

Parent nor any Parent Subsidiary has (a) notified or been required to notify any Person, or (b) received any notice, inquiry, claim, or

complaint, from, or been the subject of any investigation or enforcement action by, any Person.

3.22 Real Property

Interests.

(a) Except

as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent

or one of the Parent Subsidiaries has good, marketable and insurable title to, or valid and enforceable leasehold interests or contractual

rights in, the Parent Real Property Interests, subject only to Permitted Liens.

(b) Neither

Parent nor any of the Parent Subsidiaries leases, subleases or licenses any real property other than pursuant to the Parent Real Property

Interests. Parent has previously delivered to the Company true, correct and complete copies of each Parent Real Property Interest, together

with all amendments, modifications and supplements thereto. Except as would not reasonably be expected to have, individually or in the

aggregate, a Parent Material Adverse Effect (i) each Lease is valid and in full force and effect, free and clear of all Liens other than

Permitted Liens, (ii) neither Parent nor any Parent Subsidiaries, nor to Parent’s knowledge any other party to a Lease, has violated

any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default

under the provisions of such Lease, and neither Parent nor any Parent Subsidiaries has received notice that it has breached, violated

or defaulted under any Lease, (iii) neither Parent nor any Parent Subsidiary has given or received written notice of any repudiation of

any provision of any Lease, (iv) to the Knowledge of Parent, there are no oral agreements or ongoing disputes or forbearance programs

in effect as to any Lease; and (v) no Lease has been modified in any respect, except to the extent that such modifications are disclosed

by the documents delivered to the Company.

and the Parent Subsidiaries have all of the rights, Contracts and licenses necessary to authorize and enable it to properly and legally

carry on the mineral exploration, exploitation and mining activities in connection with the Parent Real Property Interests and Leases,

and Parent and the Parent Subsidiaries have duly complied with, and are not in default with respect to, such rights, Contracts and/or

licenses. The current use and operation of each Parent Real Property Interest do not violate any instrument of record or Contract affecting

such Parent Real Property Interest.

(d) Except

for the Parent Real Property Interests and Leases, neither Parent nor the Parent Subsidiaries hold any other mining rights, tenements

and/or authorizations.

(e) None

of the rights of Parent or Parent Subsidiary under any of Lease will be subject to termination or modification as the result of the transactions

contemplated by the Transaction Documents.

(f) Except

as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, neither

Parent nor any Parent Subsidiary has received, since January 1, 2023, any written notice of violation of any Law with respect to any Parent

Real Property Interest (exclusive of matters that have been resolved) and to the Knowledge of Parent and the Parent Subsidiaries, collectively,

no notice of violation of any Law has been issued by any Governmental Entity with respect to any Parent Real Property Interest. Each of

the Parent Real Property Interests is in compliance with all applicable Laws in all material respects.

(g) Except

as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, no Parent

Real Property Interest is subject to any building or use restrictions that would restrict or prevent the present use and operation thereof

by the Parent or any relevant Parent Subsidiary. Except as has not had and would not reasonably be expected to have, individually or in

the aggregate, a Parent Material Adverse Effect, neither Parent nor any Parent Subsidiary has received, since January 1, 2026, written

notice of any Order, injunction, judgment, decree, ruling, writ or arbitration award from any Governmental Entity having jurisdiction

over any Parent Real Property Interest that materially and adversely affects the use or operation thereof, or requires, as of the date

hereof or a specified date in the future, any repairs or alterations or additions or improvements thereto, or the payment or deduction

of any money, fee, exaction or property.

(h) To

the Knowledge of Parent, there does not exist any actual or contemplated condemnation or eminent domain proceedings that affect any Parent

Real Property Interest or any part thereof, and neither Parent nor any Parent Subsidiary has received any written or, to the Knowledge

of Parent, oral notice, of the intention of any Governmental Entity or other Person to take or use any Parent Real Property Interest or

any part thereof.

(i) Except

as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all buildings,

structures and other improvements used by Parent and the Parent Subsidiaries in the operation of the business of Parent and the Parent

Subsidiaries, including all components thereof (which shall include, for the avoidance of doubt, the roofs and structural elements thereof

and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking

equipment, systems and facilities included therein), are structurally sound, in good condition, working order and repair (ordinary wear

and tear excepted). Neither Parent nor any Parent Subsidiary has received, since January 1, 2023, any written notice from any insurance

company or bonding company of any defects or inadequacies in any Parent Real Property Interest, or any part thereof, which would adversely

affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened

termination of any policy of insurance or bond. All water, gas, electrical, steam, compressed air, telecommunication, utility, sanitary

and storm sewage lines and systems and other similar systems necessary for the operation of the business of Parent and the Parent Subsidiaries

are, in all material respects, operational and in working order and are sufficient to enable any applicable Parent Real Property Interest

to continue to be used, occupied and operated in the manner currently being used, occupied and operated.

(j) No

Parent Real Property Interest or part thereof has suffered any material damage by fire or other casualty that has not heretofore been

restored to substantially the same condition as existing prior to such material damage or casualty.

(k) Each

Parent Real Property Interest, when required for its operations, has free and open access (either directly or indirectly via publicly

recorded easement) to public roads.

(l) Neither

Parent nor any Parent Subsidiary has granted to any third party any option, right of first refusal or other contractual right to purchase,

acquire, sell, assign or dispose of all or any portion of any Parent Real Property Interest.

3.23 Employee

Matters.

(a) Except

as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the Parent and each of

the Parent’s Subsidiaries is, and have been since January 1, 2023, in compliance with all applicable Laws in respect of its current