Form 8-K
8-K — NewHold Investment Corp. III
Accession: 0001213900-26-061270
Filed: 2026-05-27
Period: 2026-05-26
CIK: 0002043699
SIC: 6770 (BLANK CHECKS)
Item: Entry into a Material Definitive Agreement
Item: Unregistered Sales of Equity Securities
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — ea0292097-8k425_newhold3.htm (Primary)
EX-2.1 — BUSINESS COMBINATION AGREEMENT, DATED AS OF MAY 26, 2026, BY AND AMONG NEWHOLD INVESTMENT CORP III, NEWCLEO 1 LTD., NEWCLEO 2 LTD. AND NEWCLEO LTD (ea029209701ex2-1.htm)
EX-10.1 — SPONSOR SUPPORT AGREEMENT, DATED AS OF MAY 26, 2026, BY AND AMONG NEWHOLD INDUSTRIAL TECHNOLOGY III LLC, NEWHOLD INVESTMENT CORP III, NEWCLEO LTD. AND THE DIRECTORS AND OFFICERS OF THE SPAC SET FORTH ON SCHEDULE A THERETO (ea029209701ex10-1.htm)
EX-10.2 — COMPANY SHAREHOLDER SUPPORT AGREEMENT, DATED AS OF MAY 26, 2026, BY AND AMONG NEWHOLD INVESTMENT CORP III, NEWCLEO LTD. AND THE SHAREHOLDERS OF THE COMPANY SET FORTH ON SCHEDULE A THERETO (ea029209701ex10-2.htm)
EX-10.3 — FORM OF PIPE SUBSCRIPTION AGREEMENT (ea029209701ex10-3.htm)
EX-10.4 — FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG NEWHOLD INVESTMENT CORP III, NEWHOLD INDUSTRIAL TECHNOLOGY III LLC, NEWCLEO LTD. AND EACH OF THE UNDERSIGNED HOLDERS LISTED ON THE SIGNATURE PAGES THERETO (ea029209701ex10-4.htm)
EX-10.5 — FORM OF NON-REDEMPTION AGREEMENT (ea029209701ex10-5.htm)
EX-99.1 — JOINT PRESS RELEASE DATED MAY 27, 2026 (ea029209701ex99-1.htm)
EX-99.2 — INVESTOR PRESENTATION DATED MAY 27, 2026 (ea029209701ex99-2.htm)
EX-99.3 — TRANSCRIPT OF THE INVESTOR CONFERENCE CALL HELD ON MAY 27, 2026 (ea029209701ex99-3.htm)
EX-99.4 — FORM OF LETTER FROM NEWCLEO'S CEO TO EMPLOYEES, DATED AS OF MAY 27, 2026 (ea029209701ex99-4.htm)
EX-99.5 — FORM OF LETTER FROM NEWCLEO'S CEO TO INVESTORS, DATED AS OF MAY 27, 2026 (ea029209701ex99-5.htm)
EX-99.6 — FORM OF LETTER FROM NEWCLEO'S CEO TO CUSTOMERS, DATED MAY 27, 2026 (ea029209701ex99-6.htm)
EX-99.7 — FORM OF EMAIL FROM NEWCLEO'S CEO TO CERTAIN GOVERNMENTAL AUTHORITIES, DATED MAY 27, 2026 (ea029209701ex99-7.htm)
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8-K — CURRENT REPORT
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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):
May 27, 2026 (May 26, 2026)
NewHold Investment Corp III
(Exact Name of Registrant as Specified in its Charter)
Cayman Islands
001-42541
N/A
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
52 Vanderbilt Avenue
Suite 2005
New York, NY
10017
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including
area code: (646) 655-8504
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange
Act of 1934:
Title of each class
Trading Symbol(s)
Name of each exchange
on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
NHICU
The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share
NHIC
The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
NHICW
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry Into A Material Definitive Agreement.
Business Combination Agreement
On May 26, 2026, NewHold
Investment Corp III, a Cayman Islands exempted company with limited liability (the “SPAC” or “NewHold”),
entered into a Business Combination Agreement (the “Business Combination Agreement”) with NewCleo Ltd., a private limited
company incorporated under the laws of England and Wales (and, following the re-registration to a public limited company under the laws
of England and Wales, the “Company” or “Newcleo”), newcleo1 Ltd., a Cayman Islands exempted company
with limited liability and a direct wholly owned subsidiary of the Company (“Merger Sub 1”), and newcleo2 Ltd., a Cayman
Islands exempted company with limited liability and a direct wholly owned subsidiary of the Company (“Merger Sub 2”,
and, together with Merger Sub 1, the “Merger Subs”, and the Merger Subs, together with the Company, the “Company
Parties”), pursuant to which, among other transactions, on the terms and subject to the conditions set forth therein, Merger
Sub 1 will merge with and into the SPAC, as a result of which the separate corporate existence of Merger Sub 1 will cease and the SPAC
will continue as the surviving company in such merger and as a wholly owned subsidiary of the Company (the “First Merger”
and the post-First Merger surviving company, the “First Merger Surviving Company”), and First Merger Surviving Company
will merge with and into Merger Sub 2, as a result of which the separate corporate existence of First Merger Surviving Company will cease
and Merger Sub 2 will continue as the surviving company in such merger and a direct, wholly owned subsidiary of the Company (the “Second
Merger” and, together with the First Merger and the other transactions contemplated by the Business Combination Agreement, the
“Mergers” or “Business Combination”).
The time of the closing of
the Business Combination is referred to herein as the “Closing.” The date of the Closing of the Business Combination
is referred to herein as the “Closing Date.” Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Business Combination Agreement.
The Business Combination Agreement
and the transactions contemplated thereby were unanimously approved by the boards of directors of the SPAC, the Company, and the Merger
Subs.
Company Capital Restructuring
Pursuant to the Business
Combination Agreement, prior to the effective time of the First Merger (the “First Merger Effective Time”), the following
actions shall take place or be effected (in the order set forth below):
(a) The
share premium account of the Company shall be reduced by such amount as is deemed to be required by the Company in good faith, among other
things, to permit the Company to satisfy the condition, set out at section 90(2) of the Companies Act 2006 of the United Kingdom (“UK
Companies Act”), to re-register as a public limited company.
(b) The
Company shall be re-registered as a public limited company and all filings with Companies House required to effect such re-registration
in accordance with the UK Companies Act shall be made.
(c) The
amended and restated articles of association of the Company (the “Company A&R Articles”), substantially in the
form to be attached to the registration statement on Form F-4 (the “Registration Statement”) to be filed with the U.S.
Securities and Exchange Commission (the “SEC”) in connection with the Business Combination, with such changes thereto
as may be made by the Company in good faith (such changes to be consistent with the parties’ intentions for the Transactions) shall
become effective.
(d) Immediately
prior to the Recapitalization (as defined below), the issued and outstanding share capital of the Company shall be redenominated as U.S.
dollar shares of a par value to be determined by the Company in good faith in accordance with the UK Companies Act (the “Redenomination”).
(e) Immediately
following the Redenomination and prior to the First Merger Effective Time, all of the issued and outstanding ordinary shares in the capital
of the Company (the “Company Ordinary Shares”) as of immediately prior to such consolidation shall be consolidated
into such number of Company Ordinary Shares as is equal to the number of issued and outstanding Company Ordinary Shares multiplied by
the Recapitalization Factor (the “Recapitalization”), subject to any restriction or alternative treatment in the sole
discretion of the Company Board in relation to the issuance of fractional shares, or any equitable adjustment to the Recapitalization
Factor (as defined below), in each case, as set forth in the Business Combination Agreement.
1
The “Recapitalization
Factor” is the quotient (rounded to four decimal places) obtained by dividing (i) the Base Equity Value (as defined below)
by (ii) the quotient obtained by dividing (A) the Aggregate Diluted Company Shares by (B) US$10.00. “Aggregate
Diluted Company Shares” means, without duplication, the aggregate number of Company Ordinary Shares that are issued and outstanding
immediately prior to the Recapitalization, including all of the Company Ordinary Shares underlying all outstanding vested Company Equity
Awards as of immediately prior to the Recapitalization. “Base Equity Value” means (i) $2,350,000,000 plus (ii)
the aggregate exercise price of the vested outstanding options to purchase Company Ordinary Shares granted under the Company Equity Plan
(the “Company Options”) as of immediately prior to the Recapitalization included in the calculation of the Aggregate
Diluted Company Shares plus (iii) the aggregate amount of proceeds actually received by the Company in any Pre-Closing Equity Financing.
The Mergers
At the Closing, in accordance
with the Cayman Companies Act, (a) Merger Sub 1 will merge with and into the SPAC, the separate corporate existence of Merger Sub 1 will
cease and the SPAC will be the surviving corporation and a wholly-owned subsidiary of the Company, and (b) the SPAC will merge with and
into Merger Sub 2, the separate corporate existence of the SPAC will cease and Merger Sub 2 will be the surviving corporation and a wholly-owned
subsidiary of the Company.
Pursuant to the Business Combination
Agreement, at the First Merger Effective Time and by virtue of the First Merger, but without any action on the part of SPAC:
(i) each outstanding unit of the SPAC (including the private placement units sold simultaneously with the
closing of the initial public offering of the SPAC, each, a “SPAC Unit”)), consisting of one (1) Class A ordinary share
of the SPAC (the “SPAC Class A Ordinary Shares”) and one-half (1/2) of one warrant to purchase one SPAC Class A Ordinary
Share (each, a “SPAC Warrant”) will automatically be detached and the holder thereof will be deemed to hold one (1)
SPAC Class A Ordinary Share and one-half (1/2) of one SPAC Warrant (the “Unit Separation”), and immediately following
the Unit Separation, all SPAC Units shall automatically be cancelled and shall cease to exist and the holders of SPAC Units immediately
prior to the Unit Separation will cease to have any rights with respect to such SPAC Units except as provided in the Business Combination
Agreement;
(ii) each of the SPAC Class A Ordinary Shares and the SPAC Class B Ordinary Shares (collectively, the “SPAC
Ordinary Shares”) that is issued and outstanding immediately prior to the First Merger Effective Time (other than (w) the SPAC
Ordinary Shares and the SPAC Warrants that are (or are required to be) forfeited pursuant to the Sponsor Support Agreement, as described
below, (x) the SPAC Ordinary Shares that are held by a SPAC Shareholder who properly exercises in writing dissenters’ rights in
accordance with Section 238 of the Cayman Companies Act, (y) the SPAC Ordinary Shares that the SPAC Shareholders have elected for the
Company to redeem in connection with the Business Combination, and (z) the SPAC Ordinary Shares that are owned by the SPAC as treasury
shares) shall automatically be converted into, and the holder of such SPAC Ordinary Share, shall be entitled to receive, one (1) newly
issued, fully paid and non-assessable Company Ordinary Share, and such SPAC Ordinary Shares shall no longer be issued and outstanding
and will automatically be cancelled and cease to exist at the First Merger Effective Time; and
(iii) each SPAC Warrant that is issued, outstanding and unexercised immediately prior to the First Merger Effective
Time (but, for the avoidance of doubt, after the Unit Separation) shall be terminated in exchange for the right to receive a warrant to
acquire one (1) Company Ordinary Share in accordance with the Business Combination Agreement.
2
Representations and Warranties; Covenants
The parties to the Business
Combination Agreement have agreed to customary representations and warranties for transactions of this type. The representations and warranties
made under the Business Combination Agreement will not survive the Closing.
In addition, the parties to
the Business Combination Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others:
(i) a covenant of each party to jointly prepare and the Company to file with the SEC the Registration Statement, which shall include the
proxy statement to be sent to the SPAC shareholders relating to the SPAC Shareholder Meeting (as defined below) and a prospectus in connection
with the registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of Company Ordinary
Shares that will be issued in connection with the Mergers and the Recapitalization; (ii) a covenant of the SPAC to convene an extraordinary
general meeting of the SPAC Shareholders (the “SPAC Shareholder Meeting”) as promptly as practicable after the Registration
Statement is declared effective under the Securities Act but no later than thirty (30) days following the date of the Registration Statement
is declared effective; (iii) covenants prohibiting the Company, its Subsidiaries, the Merger Subs and the SPAC from, among other things,
solicitating or negotiating with third parties regarding alternative transactions and agreeing to certain related restrictions; (iv) a
covenant by the Company to deliver to the SPAC (A) the audited financial statements as of and for the years ended December 31, 2025 and
December 31, 2024 that have been audited in accordance with PCAOB standards and (B) other unaudited financial statements of the Company
to the extent required to be included in the Registration Statement; and (v) a covenant by the Company and the SPAC to use their reasonable
best efforts to consummate the subscription by certain investors (other than the Company and the SPAC) in Company Ordinary Shares (the
“PIPE Investment”).
Conditions to Each Party’s Obligations
Under the Business Combination
Agreement, the obligations of the parties (or, in some cases, some of the parties) to consummate the Business Combination are subject
to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, among others: (i) the accuracy
of representations and warranties to applicable standards; (ii) performance in all material respects of each of the covenants of the Company
Parties and the SPAC; (iii) there having been no Company Material Adverse Effect; (iv) there having been no SPAC Material Adverse Effect;
(v) the absence of a governmental order prohibiting the consummation of the Mergers or the other transactions contemplated by the Business
Combination Agreement; (vi) approval by the SPAC shareholders; (vii) approval of a listing application on the applicable stock exchange
for newly issued shares; (viii) the SPAC having at least U.S.$5,000,001 of net tangible assets remaining, as determined in accordance
with Rule 3a51-1(g)(1) of the Exchange Act, after deducting any amounts that the SPAC Shareholders have elected to receive in exchange
for the redemption of their SPAC Class A Ordinary Shares, SPAC Class B Ordinary Shares and SPAC Warrants (collectively, the “SPAC
Securities”) by the SPAC in connection with the Business Combination (such amounts, “SPAC Shareholder Redemptions”);
and (ix) the SPAC having total cash proceeds (the “Total Cash Proceeds Amount”) of at least $200,000,000 (prior to
payment of any fees or expenses, including any payment of any out-of-pocket fees or expenses incurred, paid or otherwise payable by or
on behalf of the Company or the SPAC or their respective affiliates in connection with the Transactions), calculated as the sum of (A)
proceeds actually received from the PIPE Investment plus (B) any cash held by the SPAC as of immediately prior to the First Merger Effective
Time after giving effect to the distribution of cash (or requirement to distribute cash) by the SPAC to SPAC Shareholders in connection
with all SPAC Shareholder Redemptions.
3
Termination
The Business Combination Agreement
may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, among other things: (i)
by mutual written consent of both the Company and the SPAC at any time; (ii) by the Company or the SPAC, if the Closing shall not have
occurred by November 27, 2026, the date that is six months after the date of the Business Combination Agreement (the “Agreement
End Date”); provided, that neither the Company nor the SPAC may terminate the Business Combination Agreement if it is
in material breach of any of its obligations set forth in the Business Combination Agreement and such material breach causes, or results
in, either (x) the failure to satisfy the conditions to the obligations of the terminating party to consummate the Closing prior to the
Agreement End Date, or (y) the failure of the Closing to have occurred prior to the Agreement End Date; (iii) by the Company or the SPAC,
if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any governmental order, which has become final
and non-appealable and has the effect of making consummation of the Mergers illegal or otherwise preventing or prohibiting consummation
of the Mergers; (iv) by the Company or the SPAC, if the SPAC Shareholder Approval Matters shall not have been obtained by reason of the
failure to obtain the required vote at the SPAC Shareholder Meeting duly convened therefor and at any adjournment or postponement thereof,
as applicable; (v) by the Company or the SPAC, if the Company Shareholder Approval shall not have been obtained by reason of the failure
to obtain the required vote at the meeting of the Company Shareholders duly convened therefor and at any adjournment or postponement thereof,
as applicable; (vi) by (x) the Company, if the board of directors of the SPAC shall have determined in good faith, after consultation
with outside legal counsel, that a failure to make a change in the recommendation of the SPAC’s board of directors to vote in favor
of the SPAC Shareholder Approval Matters would be inconsistent with the SPAC’s board of directors’ fiduciary duties under
applicable Law, or (y) the SPAC, if the Company Board shall have determined in good faith, after consultation with outside legal counsel,
that a failure to make a change in the recommendation of the Company’s board of directors to vote in favor of each of the Company
Shareholder Resolutions would be inconsistent with the Company’s board of directors’ fiduciary duties under applicable Law;
(vii) by the Company, if there shall have been any event or occurrence that has had, or would reasonably be expected to have, individually
or in the aggregate, a material adverse effect on the SPAC’s ability to consummate the Mergers or the other transactions contemplated
by the Business Combination Agreement; (viii) by the Company, if the SPAC is in material breach of any of its obligations under the Business
Combination Agreement and such material breach will result in the failure to satisfy the conditions to the obligations of the Company
Parties to consummate the Closing, provided that if such material breaches are curable by the SPAC, then, for a period of up to
thirty (30) calendar days after receipt by the SPAC of notice from the Company of such material breaches, but only as long as the SPAC
continues to use its reasonable best efforts to cure such material breaches, such termination by the Company shall be effective by the
end of such thirty (30) calendar days if such breach has not been cured; (ix) by the SPAC, if the Company has suffered or there is a Company
Material Adverse Effect that is continuing; and (x) by the SPAC, if the Company Parties are in material breach of any of their respective
obligations set forth in the Business Combination Agreement and such material breach will result in the failure to satisfy the conditions
to the obligations of the SPAC to consummate the Closing, provided that if such material breaches are curable by the Company Parties,
then, for a period of up to thirty (30) calendar days after receipt by the Company of notice from the SPAC of such material breaches,
but only as long as the Company Parties continue to use their respective reasonable best efforts to cure such material breaches, such
termination by the SPAC shall be effective by the end of such thirty (30) calendar days if such breach has not been cured.
The foregoing description
of the Business Combination Agreement and the Business Combination does not purport to be complete and is qualified in its entirety by
the terms and conditions of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated
herein by reference. The Business Combination Agreement contains representations, warranties and covenants that the respective parties
made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties
and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations
agreed to by the parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement has been
included to provide investors with information regarding its terms. It is not intended to provide any other factual information about
the parties to the Business Combination Agreement. In particular, the representations, warranties, covenants and agreements contained
in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates,
were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting
parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties
to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable
to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should
not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual
state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants
and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information
concerning the subject matter of the representations and warranties and other terms may change after the date of the Business Combination
Agreement, which subsequent information may or may not be fully reflected in the SPAC’s public disclosures.
4
Other Agreements
Concurrently with the execution
of the Business Combination Agreement, the SPAC and the Company have entered into certain other agreements, including the following:
Sponsor Support Agreement
Concurrently with the execution
of the Business Combination Agreement, the SPAC, the Company and NewHold Industrial Technology III LLC (the “Sponsor”)
entered into a sponsor support agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor has agreed
to, among other things, (i) vote all of its SPAC Securities in favor of the adoption and approval of the Business Combination Agreement,
the First Plan of Merger and the other documents contemplated thereby and the Transactions, including the Business Combination, and against
any proposal that would or would reasonably be expected to impede, delay, frustrate or prevent the Transactions, (ii) not transfer or
redeem any of its SPAC Securities prior to the Closing, from the date of the Sponsor Support Agreement until the earlier of the Closing
Date and the termination of the Business Combination Agreement and (iii) not transfer Company Ordinary Shares following the Closing in
accordance with certain transfer restrictions.
Pursuant to the Sponsor Support
Agreement, effective as of immediately prior to the First Merger Effective Time, the Sponsor will automatically forfeit a percentage of
the Sponsor’s SPAC Securities equal to (i) $400,000,000 minus the Total Cash Proceeds Amount minus the excess (if any) of any out-of-pocket
fees and expenses incurred, paid or otherwise payable by or on behalf of the SPAC or its affiliates in connection with the Transactions
over $14,000,000, divided by (ii) $400,000,000.
In addition, the Sponsor has
agreed that the Company Ordinary Shares and Company Warrants that it receives in the First Merger (the “Sponsor Post-Closing
Restricted Company Securities”) will be subject to the following vesting restrictions until the fifth anniversary of the Closing
Date (with customary exceptions for early release events, including, among other things, any merger, consolidation or reorganization of
the Company with or into another person in which the Company Ordinary Shares do not represent, or are not converted into or exchanged
for shares that represent, immediately following such merger or consolidation, a majority, by voting power, of the capital stock of the
surviving corporation)):
Twenty-five percent (25%)
of the Sponsor Post-Closing Restricted Company Securities will vest and no longer be subject to cancellation if the volume weighted average
share price of a Company Ordinary Share is at or above $15.00 on the principal exchange on which such Company Ordinary Shares are then
listed or quoted for any twenty (20) trading days (which need not be consecutive) over a thirty (30) trading day period;
Twenty-five percent (25%)
of the Sponsor Post-Closing Restricted Company Securities will vest and no longer be subject to cancellation if the volume weighted average
share price of a Company Ordinary Share is at or above $18.00 on the principal exchange on which such Company Ordinary Shares are then
listed or quoted for any twenty (20) trading days (which need not be consecutive) over a thirty (30) trading day period; and
Fifty percent (50%) of the
Sponsor Post-Closing Restricted Company Securities will vest and no longer be subject to cancellation as of the occurrence of the Closing.
The foregoing description of the Sponsor Support
Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Support Agreement,
a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Company Shareholder Support Agreement
Concurrently with the execution
of the Business Combination Agreement, the SPAC, the Company and certain Company shareholders entered into a support agreement (the “Company
Shareholder Support Agreement”), pursuant to which such Company shareholders have agreed to, among other things, (i) vote
all of their Company Ordinary Shares in favor of the adoption and approval of the Business Combination Agreement, the other documents
contemplated thereby and the Transactions, including the Business Combination, and against any proposal that would or would reasonably
be expected to impede, delay, frustrate or prevent the Transactions, (ii) not transfer any Company Ordinary Shares prior to the Closing,
from the date of the Company Shareholder Support Agreement until the earlier of the Closing Date and the termination of the Business Combination
Agreement and (iii) not transfer Company Ordinary Shares following the Closing in accordance with certain transfer restrictions.
5
The foregoing description
of the Company Shareholder Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Company Shareholder Support Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Lock-Up Arrangements
The Sponsor Support Agreement
and the Company Shareholder Support Agreement each contemplate that, at the Closing, (i) the Sponsor and the Sponsor shareholders will
become subject to the transfer restrictions set forth in the Sponsor Support Agreement and (ii) the Company Shareholders that have executed
the Company Shareholder Support Agreement (the “Restricted Company Shareholders”) will become subject to substantially
identical transfer restrictions (such restrictions, the “Lock-Up Arrangements”). Under the Lock-Up Arrangements, and
subject to certain customary exceptions, the Company Ordinary Shares issued at the Closing to the Sponsor and the Sponsor shareholders
in respect of their Subject Shares (as defined in the Sponsor Support Agreement) and the Company Ordinary Shares held by the Restricted
Company Shareholders immediately following the Closing (other than any Company Ordinary Shares acquired by such Restricted Company Shareholders in (a) the PIPE Investment or (b) the investment
contemplated by those certain subscription agreements entered into in March 2026 and April 2026 by and among the Company and the investors
party thereto) (collectively, the “Lock-Up Shares”) may not be transferred
during the period beginning on the Closing Date and ending on the earlier of (i) the date that is 180 days after the Closing Date and
(ii) with respect to all or any portion of the Lock-Up Shares, such earlier date on which such Lock-Up Shares are released as described
below (the “Lock-Up Period”), subject to certain exceptions set forth in each of the Sponsor Support Agreement and
the Company Shareholder Support Agreement, respectively.
Notwithstanding the foregoing,
Lock-Up Shares may be transferred during the Lock-Up Period to a Permitted Transferee; provided that, prior to and as a condition
to the effectiveness of any such transfer, such Permitted Transferee (as defined in the Sponsor Support Agreement and the Company Shareholder
Support Agreement, as applicable) agrees in writing to be bound by the applicable Lock-Up Arrangements.
In addition, portions of the
Lock-Up Shares will be released from the transfer restrictions set forth in the Lock-Up Arrangements as follows:
● 50% of the Lock-Up Shares will be released immediately if the volume weighted average trading price of
the Company Ordinary Shares on the principal exchange on which such securities are then listed or quoted is at or above $12.00 for any
20 Trading Days, which need not be consecutive, during any 30-Trading Day period beginning at any time following the Closing Date;
● 25% of the Lock-Up Shares will be released immediately if the volume weighted average trading price of
the Company Ordinary Shares on the principal exchange on which such securities are then listed or quoted is at or above $15.00 for any
20 Trading Days, which need not be consecutive, during any 30-Trading Day period beginning at any time following the Closing Date;
● the remaining 25% of the Lock-Up Shares will be released immediately if the volume weighted average trading
price of the Company Ordinary Shares on the principal exchange on which such securities are then listed or quoted is at or above $18.00
for any 20 Trading Days, which need not be consecutive, during any 30-Trading Day period beginning at any time following the Closing Date;
and
● if an early release event, as described above, occurs during the Lock-Up Period, all Lock-Up Shares that
have not previously been released will be released immediately prior to the consummation of early release event and will no longer be
subject to the transfer restrictions set forth in the Lock-Up Arrangements.
For the avoidance of doubt,
the measurement periods for the release thresholds described above may overlap, and multiple tranches of Lock-Up Shares may be released
concurrently based on the same measurement period. “Trading Day” means any day on which the Company Ordinary Shares
are actually traded on Nasdaq or any other exchange on which the Company Ordinary Shares are then listed or quoted.
6
PIPE Subscription Agreement
Concurrently with the execution
of the Business Combination Agreement, the SPAC, the Company and the PIPE investors entered into the PIPE subscription agreements (the
“PIPE Subscription Agreements”), pursuant to which the Company has agreed to issue, and the PIPE investors have agreed
to subscribe for, Company Ordinary Shares to be issued by the Company at the First Merger Effective Time (the “PIPE Shares”)
at a price per share of $10.00, for an aggregate purchase price of $220 million, which price per share and aggregate purchase price assumes
that the Company has effected the Capital Restructuring prior to the First Merger Effective Time. The closing of the PIPE Investment is
conditioned upon the consummation of the Business Combination.
The PIPE Subscription Agreements
provide certain registration rights for PIPE investors. In particular, the Company is required to file with the SEC, within 30 calendar
days after the consummation of the transactions contemplated by the Business Combination Agreement, a registration statement covering
the resale of the PIPE Shares and to use its commercially reasonable efforts to have such registration statement declared effective as
soon as practicable after the filing thereof, but in any event no later than 90 calendar days after the Closing Date. The Company must
use commercially reasonable efforts to keep the registration statement effective until the earliest of: (i) the date on which the PIPE
investors cease to hold any PIPE Shares and (ii) the first date on which the PIPE investors can sell all of the PIPE Shares (or shares
received in exchange therefor) under Rule 144 of the Securities Act without limitation as to the manner of sale or the amount of such
securities that may be sold and without the requirement for the Company to be in compliance with the current public information required
under Rule 144(c)(1) (or Rule 144(i)(2), if applicable).
Additionally, pursuant to
the PIPE Subscription Agreements, the PIPE investors agreed to waive any claims that they may have at the closing of the PIPE Investment,
or in the future, as a result of, or arising out of, the PIPE Subscription Agreements against SPAC, including with respect to the monies
held in the Trust Account. The PIPE Subscription Agreements will terminate, and be of no further force and effect upon the earliest to
occur of (a) such date and time as the Business Combination Agreement is terminated in accordance with its terms, (b) the mutual written
agreement of the parties to the PIPE Subscription Agreements to terminate such agreements, or (c) 12 months after the date of the PIPE
Subscription Agreements.
The foregoing description
of the PIPE Subscription Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the
PIPE Subscription Agreement, a copy of which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.
Registration Rights Agreement
At the Closing, the SPAC,
the Company, the Sponsor and other parties listed thereto will enter into the registration rights agreement (the “Registration
Rights Agreement”), pursuant to which, among other things, the Company will agree to undertake certain resale shelf registration
obligations in accordance with the Securities Act and certain holders have been granted customary demand and piggyback registration rights.
The Registration Rights Agreement also provides that the Company will pay certain expenses relating to such registrations and indemnify
the relevant holders of Company Ordinary Shares against certain liabilities. The rights granted under the Registration Rights Agreement
supersede any prior registration, qualification or similar rights of the parties with respect to their SPAC Securities.
The foregoing description
of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the
Registration Rights Agreement, a copy of the form of which is attached hereto as Exhibit 10.4 and is incorporated herein by reference.
7
Non-Redemption Agreements
Concurrently with the execution
of the Business Combination Agreement, the SPAC, the Company, the Sponsor, and certain shareholders of the SPAC (the “NRA Investors”)
entered into certain non-redemption agreements ( “Non-Redemption Agreements”), pursuant to which the NRA Investors
agreed not to redeem (or to validly rescind any redemption requests on) up to 923,780 SPAC Class A Ordinary Shares in connection with the
SPAC Shareholder Meeting. In exchange for the foregoing commitment not to redeem such SPAC Class A Ordinary Shares, the Sponsor agreed
to forfeit 92,378 SPAC Class B Ordinary Shares at the Closing and assign to the NRA Investors, for no additional consideration, an equivalent
number of Company Ordinary Shares to be issued at the Closing (the “NRA Shares”).
The Non-Redemption Agreements
are expected to increase the amount of funds that remain in the SPAC’s trust account following the SPAC Shareholder Meeting, relative
to the amount of funds that would be expected to remain in the trust account following the SPAC Shareholder Meeting had the Non-Redemption
Agreements not been entered into and the SPAC Class A Ordinary Shares subject to such agreements had been redeemed.
The SPAC, the Company and
the Sponsor may enter into additional non-redemption agreements from time to time prior to the Closing with other parties on substantially
the same terms as the Non-Redemption Agreements, subject to the terms set forth in the Non-Redemption Agreements.
The foregoing summary of the
Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of
Non-Redemption Agreement attached hereto as Exhibit 10.5 and incorporated herein by reference.
Warrant Termination and Adoption Agreement
Prior to the Closing, the
SPAC, the Company and Continental Stock Transfer & Trust Company (the “SPAC Transfer Agent”) will negotiate in
good faith the warrant termination and adoption agreement (the “Warrant Adoption Agreement”), pursuant to which, among
other things, (i) the SPAC will terminate the Warrant Agreement, dated February 27, 2025, between the SPAC and the SPAC Transfer
Agent (the “SPAC Warrant Agreement”), and (ii) the Company will adopt a new warrant agreement to provide for the
existence of warrants of the Company, each of which will represent the right to receive, from the Closing, a warrant to purchase one Company
Ordinary Share, on the terms and subject to the conditions set forth therein. The Company may, in its good faith discretion, elect to
instead amend and restate the SPAC Warrant Agreement to cause each SPAC Warrant to represent the right to receive, from the Closing, a
warrant to purchase one Company Ordinary Share, on the terms and subject to the conditions set forth therein.
Item 3.02. Unregistered Sales
of Equity Securities
The disclosure set forth above
in Item 1.01 of this Current Report on Form 8-K with respect to the PIPE Investment and the NRA Shares is incorporated by reference in
this Item 3.02. The PIPE Shares and the NRA Shares will not be registered under the Securities Act and will be issued in reliance on
the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act.
Item 7.01. Regulation FD Disclosure.
On May 27, 2026, the SPAC
and the Company jointly issued a press release announcing the execution of the Business Combination Agreement. The press release is attached
hereto as Exhibit 99.1 and incorporated by reference herein.
Furnished as Exhibit 99.2
hereto and incorporated into this Item 7.01 by reference is an investor presentation (the “Investor Presentation”)
that the SPAC and the Company have prepared for use in connection with the Business Combination, dated May 27, 2026.
8
Furnished as Exhibit 99.3
and incorporated into this Item 7.01 by reference is a transcript of the investor conference call held on May 27, 2026.
Furnished as Exhibit 99.4,
and incorporated into this Item 7.01 is the form of a letter circulated by the CEO of the Company to employees in connection with the
Business Combination Agreement, dated May 27, 2026.
Furnished as Exhibit 99.5,
and incorporated into this Item 7.01 is the form of a letter circulated by the CEO of the Company to investors in connection with the
Business Combination Agreement, dated May 27, 2026.
Furnished as Exhibit 99.6,
and incorporated into this Item 7.01 is the form of a letter circulated by the CEO of the Company to customers in connection with the
Business Combination Agreement, dated May 27, 2026.
Furnished as Exhibit 99.7 and incorporated into this Item 7.01 by reference is the form of an email circulated by the CEO of the Company
to certain governmental authorities, dated May 27, 2026.
The joint press release, Investor
Presentation, transcript and the information in this Item 7.01 is intended to be furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act, as amended, except as expressly set forth by
specific reference in such filing. This Current Report on Form 8-K (“Form 8-K”) will not be deemed an admission as
to the materiality of any information of the information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3.
Important Additional Information Regarding
the Transaction Will Be Filed With the SEC
This Form 8-K is provided
for informational purposes only and contains information with respect to a proposed business combination (the “Proposed Business
Combination”) between the SPAC, the Company and the Merger Subs. This Form 8-K does not constitute an offer to sell or exchange,
or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which
such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
In connection with the Proposed
Business Combination, the Company intends to file the Registration Statement with the SEC, which will include a proxy statement to the
SPAC shareholders and a prospectus for the registration of Company securities. After the Registration Statement is declared effective
by the SEC, the definitive proxy statement/prospectus and other relevant documents will be sent to all of the SPAC shareholders as of
the record date to be established for voting on the Proposed Business Combination and will contain important information about the Proposed
Business Combination and related matters. Shareholders of the SPAC and other interested persons are advised to read, once available, the
preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive
proxy statement/prospectus, in connection with the SPAC’s solicitation of proxies for its extraordinary meeting of shareholders
to be held to approve, among other things, the Proposed Business Combination, because these documents will contain important information
about the SPAC and the Company and the Proposed Business Combination. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom. The SPAC and the Company will also file other
documents regarding the Proposed Business Combination with the SEC. This Form 8-K does not contain all the information that should be
considered concerning the Proposed Business Combination and is not intended to form the basis of any investment decision or any other
decision in respect of the Proposed Business Combination.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
SECURITY HOLDERS OF THE SPAC ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS
FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.
Investors and security holders
will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed
or that will be filed with the SEC by the SPAC and the Company through the website maintained by the SEC at www.sec.gov. The documents
filed by the SPAC and the Company with the SEC also may be obtained free of charge upon written request to NewHold Investment Corp III,
52 Vanderbilt Avenue, Suite 2005, New York, NY 10017.
9
Participants in the Solicitations
The SPAC, the Company and
their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies from the SPAC shareholders in connection with the Proposed Business Combination. A list of the names of
the directors, executive officers, other members of management and employees of the SPAC and the Company, as well as information regarding
their interests in the Business Combination, will be contained in the Registration Statement to be filed with the SEC by the Company.
Additional information regarding the interests of such potential participants in the solicitation process may also be included in other
relevant documents when they are filed with the SEC. You may obtain free copies of these documents from the sources indicated above.
Caution About Forward-Looking Statements
This Form 8-K contains forward-looking
statements for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of
1995. Any statements other than statements of historical fact contained herein are forward-looking statements and are based on beliefs
and assumptions and on information currently available to the SPAC and the Company. No representations or warranties, express or implied
are given in, or in respect of, this Form 8-K. These forward-looking statements are based on the SPAC’s and the Company’s
expectations and beliefs concerning future events and involve risks and uncertainties that may cause actual results to differ materially
from current expectations. In some cases, you can identify forward-looking statements by the following words: “may,” “will,”
“could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,”
“believe,” “estimate,” “predict,” “project,” “potential,” “continue,”
“ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words, but the
absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements
and factors that may cause actual results to differ materially from current expectations include, but are not limited to: the effect of
the announcement or pendency of the Proposed Business Combination on the Company’s business relationships, operating results, current
plans and operations of the Company; the ability to recognize the anticipated benefits of the Proposed Business Combination, which may
be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably; the possibility that
the SPAC and/or the Company may be adversely affected by other economic, business, and/or competitive factors; estimates by the SPAC or
the Company of expenses and profitability; expectations with respect to future operating and financial performance and growth, including
the timing of the completion of the Proposed Business Combination; plans, intentions or future operations of the Company relating to attainment,
retention or renewal of any assessments, permits, licenses or other governmental notices or approvals, or the commencement or continuation
of any construction or operations of plants or facilities; the Company’s ability to execute on their business plans and strategy;
and other risks and uncertainties described from time to time in filings with the SEC. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability.
Although each of the SPAC
and the Company believes that it has a reasonable basis for each forward-looking statement contained in this Form 8-K, each of the SPAC
and the Company cautions you that these statements are based on a combination of facts and factors currently known and projections of
the future, which are inherently uncertain. These factors are difficult to predict accurately and may be beyond the SPAC’s and the
Company’s control. In addition, there will be risks and uncertainties described in the Registration Statement relating to the Proposed
Business Combination, which is expected to be filed by the Company with the SEC and other documents filed by the SPAC or the Company from
time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events
and results to differ materially from those expressed or implied in the forward-looking statements.
10
There may be additional risks
that neither the SPAC nor the Company presently know or that the SPAC and the Company currently believe are immaterial that could also
cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these
forward-looking statements, you should not regard these statements as a representation or warranty by the SPAC or the Company, their respective
directors, officers or employees or any other person that the SPAC and the Company will achieve their objectives and plans in any specified
time frame, or at all. Forward-looking statements in this Form 8-K or elsewhere speak only as of the date made. New uncertainties and
risks arise from time to time, and it is impossible for the SPAC or the Company to predict these events or how they may affect the SPAC
or the Company. Except as required by law, neither the SPAC nor the Company has any duty to, and does not intend to, update or revise
the forward-looking statements in this Form 8-K or elsewhere after the date this Form 8-K is issued. In light of these risks and uncertainties,
investors should keep in mind that results, events or developments discussed in any forward-looking statement made in this Form 8-K may
not occur. Uncertainties and risk factors that could affect the SPAC’s and the Company’s future performance and cause results
to differ from the forward-looking statements in this Form 8-K include, but are not limited to: the occurrence of any event, change or
other circumstances that could give rise to the termination of the Proposed Business Combination; the risk that the Proposed Business
Combination or other business combination may not be completed by the SPAC’s business combination deadline and the potential failure
to obtain an extension of the Business Combination deadline; the outcome of any legal proceedings that may be instituted against the SPAC,
the Company or others following the announcement of the Proposed Business Combination; the inability to complete the Proposed Business
Combination due to the failure to obtain approval of the shareholders of the SPAC or to satisfy other conditions to closing; changes to
the proposed structure of the Proposed Business Combination that may be required or appropriate as a result of applicable laws or regulations;
the ability to meet stock exchange listing standards following the consummation of the Proposed Business Combination; the risk that the
Proposed Business Combination disrupts current plans and operations of the SPAC or the Company as a result of the announcement and consummation
of the Proposed Business Combination; the ability to recognize the anticipated benefits of the Proposed Business Combination, which may
be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, maintain relationships
with customers and retain its management and key employees; costs related to the Proposed Business Combination; changes in applicable
laws or regulations; the SPAC’s estimates of expenditures and profitability and underlying assumptions with respect to shareholder
redemptions and purchase price and other adjustments; changes in laws and regulations that impact the Company; ability to enforce, protect
and maintain intellectual property rights; and other risks and uncertainties set forth in the section entitled “Risk Factors”
and “Cautionary Note Regarding Forward-Looking Statements” in the SPAC’s final prospectus dated February 27, 2025 relating
to its initial public offering and in subsequent filings with the SEC, including the Registration Statement relating to the Proposed Business
Combination expected to be filed by the Company.
No Offer or Solicitation
This Form 8-K is not a proxy
statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Business Combination
and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval,
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 offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
11
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
2.1*
Business Combination Agreement, dated as of May 26, 2026, by and among NewHold Investment Corp III, newcleo 1 Ltd., newcleo 2 Ltd. and NewCleo Ltd.
10.1*
Sponsor Support Agreement, dated as of May 26, 2026, by and among NewHold Industrial Technology III LLC, NewHold Investment Corp III, NewCleo Ltd. and the directors and officers of the SPAC set forth on Schedule A thereto
10.2*
Company Shareholder Support Agreement, dated as of May 26, 2026, by and among NewHold Investment Corp III, NewCleo Ltd. and the shareholders of the Company set forth on Schedule A thereto
10.3
Form of PIPE Subscription Agreement
10.4
Form of Registration Rights Agreement by and among NewHold Investment Corp III, NewHold Industrial Technology III LLC, NewCleo Ltd. and each of the undersigned holders listed on the signature pages thereto
10.5
Form of Non-Redemption Agreement
99.1
Joint Press Release dated May 27, 2026
99.2
Investor
Presentation dated May 27, 2026
99.3
Transcript of the Investor Conference Call held on May 27, 2026
99.4
Form of Letter from Newcleo’s CEO to employees, dated as of May 27, 2026
99.5
Form of Letter from Newcleo’s CEO to investors, dated as of May 27, 2026
99.6
Form of Letter from Newcleo’s CEO to customers, dated May 27, 2026
99.7
Form of Email from Newcleo’s CEO to certain governmental authorities, dated May 27, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*
The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The SPAC hereby undertakes to furnish supplementally a copy of any omitted schedule to the SEC upon its request; provided, however, that the SPAC may request confidential treatment for any such schedules so furnished.
12
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
NewHold Investment Corp III
By:
/s/ Polly Schneck
Name:
Polly Schneck
Title:
Chief Financial Officer
Date: May
27, 2026
13
EX-2.1 — BUSINESS COMBINATION AGREEMENT, DATED AS OF MAY 26, 2026, BY AND AMONG NEWHOLD INVESTMENT CORP III, NEWCLEO 1 LTD., NEWCLEO 2 LTD. AND NEWCLEO LTD
EX-2.1
Filename: ea029209701ex2-1.htm · Sequence: 2
Exhibit
2.1
BUSINESS
COMBINATION AGREEMENT
by
and among
NEWHOLD
INVESTMENT CORP III,
NEWCLEO1
LTD.,
NEWCLEO2
LTD.,
and
NEWCLEO
LTD.,
dated
as of May 26, 2026
TABLE
OF CONTENTS
Page
Article
I CERTAIN DEFINITIONS
1.1
Definitions
3
1.2
Construction
18
1.3
Knowledge
19
Article
II PRE-CLOSING ACTIONS
2.1
Pre-Closing Actions
19
Article
III MERGERS
3.1
Mergers
21
3.2
Merger Closing
21
3.3
Merger Effective Times
21
3.4
Effects of the Mergers
21
3.5
Governing Documents of the Surviving Companies
22
3.6
Directors and Officers of the Surviving Companies
22
3.7
Effects of the Mergers on the Share Capital of SPAC and the
Merger Subs
22
3.8
Taking of Necessary Action; Further Action
23
3.9
Company Earnout Shares; Conversion Events; Conversion Thresholds
23
Article
IV CLOSING
4.1
Closing
25
4.2
Closing Deliverables
25
4.3
Closing Statements
25
4.4
Delivery of SPAC Exchange Shares and SPAC Exchange Warrants
26
4.5
Directors and Officers
27
4.6
Certain Adjustments
27
4.7
Fractional Shares
27
4.8
SPAC Shareholder Dissenter’s Rights
27
4.9
Withholding
28
Article
V REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND MERGER SUBS
5.1
Company Organization
28
5.2
Subsidiaries
28
5.3
Merger Subs
28
5.4
Due Authorization
29
5.5
No Conflict
29
5.6
Governmental Authorities; Approvals
29
5.7
Capitalization of the Company.
30
5.8
Financial Statements
30
5.9
Undisclosed Liabilities
31
5.10
Litigation and Proceedings
31
5.11
Legal Compliance
31
5.12
Contracts; No Defaults
32
5.13
Company Benefit Plans
33
- i -
5.14
Labor Relations; Employees
34
5.15
Taxes
35
5.16
Brokers’ Fees
36
5.17
Insurance
36
5.18
Permits
36
5.19
Equipment and Other Tangible Property
37
5.20
Real Property
37
5.21
Intellectual Property
38
5.22
Privacy and Cybersecurity
39
5.23
Environmental Matters
40
5.24
Nuclear Regulatory Matters
40
5.25
Absence of Changes
41
5.26
Registration Statement, Proxy Statement and Proxy Statement/Prospectus
41
5.27
Top Customers and Top Vendors
41
5.28
Absence of Certain Business Practices and Anti-corruption Compliance
42
5.29
Government Contracts; Government Grants
42
5.30
Company Related Parties
43
5.31
No Additional Representation or Warranties
43
Article
VI REPRESENTATIONS AND WARRANTIES OF SPAC
6.1
SPAC Organization
43
6.2
Due Authorization
44
6.3
No Conflict
44
6.4
Litigation and Proceedings
44
6.5
SEC Filings
45
6.6
Internal Controls; Listing; Financial Statements
45
6.7
Governmental Authorities; Approvals
46
6.8
Trust Account
46
6.9
Investment Company Act; JOBS Act
47
6.10
Absence of Changes
47
6.11
No Undisclosed Liabilities
47
6.12
Capitalization of SPAC
47
6.13
Brokers’ Fees
48
6.14
Business Activities
48
6.15
Nasdaq Stock Market Quotation
49
6.16
Registration Statement, Proxy Statement and Proxy Statement/Prospectus
49
6.17
SPAC Related Parties
49
6.18
SPAC Material Contracts
49
6.19
Taxes
49
6.20
Insurance
50
6.21
Employees and Benefits
50
6.22
No Additional Representation or Warranties
51
Article
VII COVENANTS
7.1
Conduct of Business by Company Parties
51
7.2
SPAC Conduct of Business
54
7.3
Access
55
7.4
Preparation and Delivery of Additional Financial Statements
56
7.5
Exclusivity
56
- ii -
7.6
No Solicitation by SPAC
57
7.7
Preparation of Registration Statement/Proxy Statement/Prospectus;
Shareholders’ Meetings and Approvals
57
7.8
Support of Transaction
61
7.9
Regulatory Authorizations; Other Filings
61
7.10
PIPE Investment
61
7.11
Indemnification and Insurance
62
7.12
Section 16 Matters
62
7.13
Trust Account Proceeds and Related Available Equity
63
7.14
Nasdaq Listing
63
7.15
SPAC Public Filings
63
7.16
Company Securities Listing
63
7.17
Tax Matters
63
7.18
No Trading
64
7.19
Shareholder Litigation
64
7.20
Notices of Certain Events
64
7.21
SPAC Warrant Agreement
65
7.22
Company Post Closing Equity Incentive Programs
65
7.23
Post-Closing Board of Directors; Corporate Governance
66
Article
VIII CONDITIONS TO OBLIGATIONS
8.1
Conditions to Obligations of SPAC and the Company Parties
66
8.2
Conditions to Obligations of SPAC
67
8.3
Conditions to the Obligations of the Company Parties
67
Article
IX TERMINATION/EFFECTIVENESS
9.1
Termination
68
9.2
Effect of Termination
69
Article
X MISCELLANEOUS
10.1
Trust Account Waiver
69
10.2
Waiver
69
10.3
Notices
70
10.4
Assignment
71
10.5
Rights of Third Parties
71
10.6
Expenses
71
10.7
Governing Law; Jurisdiction
71
10.8
Waiver of Jury Trial
72
10.9
Company and SPAC Disclosure Letters
72
10.10
Entire Agreement
72
10.11
Amendments
72
10.12
Publicity
73
10.13
Severability
73
10.14
Headings; Counterparts
73
10.15
Enforcement
73
10.16
Non-Recourse
74
10.17
Non-Survival
74
10.18
Conflicts and Privilege
74
EXHIBITS
Exhibit A
A separate executed version has been filed as an exhibit to Current Report of the Form 8-K
Exhibit B
A separate form has been filed as an exhibit to Current Report of the Form 8-K
Exhibit C
A separate executed version has been filed as an exhibit to Current Report of the Form 8-K
Exhibit D
Form has been filed as an exhibit to Current Report of the Form 8-K
Exhibit E
Forms of Plans of Merger
Exhibit F
Form of A&R Articles of Association
Exhibit G
A separate form has been filed as an exhibit to Current Report of the Form 8-K
- iii -
BUSINESS
COMBINATION AGREEMENT
This
Business Combination Agreement, dated as of May 26, 2026 (as amended, restated, modified or supplemented from time to time in
accordance with its terms, this “Agreement”), is made and entered into by and among NewHold Investment Corp III, a
Cayman Islands exempted company with limited liability (“SPAC”), NewCleo Ltd., a private limited company incorporated
under the Laws of England and Wales (and, following the PLC Re-Registration, a public limited company incorporated under the laws of
England and Wales, the “Company”), newcleo1 Ltd., a Cayman Islands exempted company with limited liability and a direct
wholly owned Subsidiary (as defined herein) of the Company (“Merger Sub 1”), and newcleo2 Ltd., a Cayman Islands exempted
company with limited liability and a direct wholly owned Subsidiary of the Company (“Merger Sub 2”, and together with
Merger Sub 1, the “Merger Subs”, and each, a “Merger Sub”). The Merger Subs and the Company are
collectively referred to herein as the “Company Parties”. Each of the Company Parties and SPAC is individually referred
to herein as a “Party” and, collectively, as the “Parties.”
RECITALS
WHEREAS,
SPAC is a blank check company incorporated as a Cayman Islands exempted company with limited liability for the purpose of effecting a
merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more
businesses or entities;
WHEREAS,
each Merger Sub is a newly incorporated exempted company with limited liability that is a direct wholly owned Subsidiary of the Company
and was incorporated for the sole purpose of effectuating the Business Combination Transaction (as defined below), and an entity classification
election has been or will be made to treat Merger Sub 2 as an entity disregarded as separate from the Company for U.S. federal income
tax purposes;
WHEREAS,
prior to the date hereof, the Company has completed a capital restructuring whereby certain equityholders and debtholders of newcleo
S.A., a company incorporated in France as a société anonyme (“newcleo SA”), a Subsidiary of the
Company, exchanged their equity and debt interests in newcleo SA for Company Ordinary Shares (as defined below);
WHEREAS,
immediately following the Capital Restructuring (as defined below), in each case, upon the terms and subject to the conditions of this
Agreement and in accordance with the applicable provisions of the Companies Act (Revised) of the Cayman Islands (the “Cayman
Companies Act”), the Parties desire to consummate a business combination transaction whereby: (a) at the First Merger
Effective Time (as defined below), Merger Sub 1 will merge with and into SPAC, and as a result of which (i) the separate corporate existence
of Merger Sub 1 will cease and SPAC will continue as the surviving company in such merger and as a wholly owned Subsidiary of the Company,
(ii) each issued and outstanding SPAC Ordinary Share shall no longer be issued and outstanding and shall automatically be cancelled in
exchange for the right of the holder thereof to receive one Company Ordinary Share, and (iii) each issued and outstanding share in the
capital of Merger Sub 1 shall no longer be issued and outstanding and shall automatically be cancelled in exchange for the right of the
holder thereof to receive one share in the capital of the First Merger Surviving Company (as defined below); and (b) at the Second
Merger Effective Time (as defined below), the First Merger Surviving Company will merge with and into Merger Sub 2, and as a result of
which (i) the separate corporate existence of First Merger Surviving Company will cease and Merger Sub 2 will continue as the surviving
company in such merger and as a wholly owned subsidiary of the Company, and (ii) each issued and outstanding share in the capital of
the First Merger Surviving Company shall no longer be issued and outstanding and shall automatically be cancelled in exchange for the
right of the holder thereof to receive one share in the capital of the Second Merger Surviving Company (as defined below) (the transactions
described in the foregoing clauses (a) and (b), together with the other Transactions, the “Mergers” or the “Business
Combination Transaction”);
WHEREAS,
for U.S. federal income Tax (as defined below) purposes, the Parties intend that (a) the Mergers, taken together and in accordance with
Revenue Ruling 2001-46, qualify as a “reorganization” within the meaning of Section 368(a) of the Code (as defined below)
and the Treasury Regulations (as defined below) promulgated thereunder, and (b) this Agreement and the Sponsor Support Agreement are,
and are hereby adopted as, a “plan of reorganization” within the meaning of Sections 354, 361 and 368 of the Code and Treasury
Regulations Sections 1.368-2(g) and 1.368-3(a) (the “Mergers Intended Tax Treatment”);
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WHEREAS,
for U.S. federal income Tax purposes, the Company intends that (a) the Recapitalization qualify as a “recapitalization”
within the meaning of Section 368(a)(1)(E) of the Code and the Treasury Regulations promulgated thereunder, and (b) this Agreement is
and is hereby adopted as a “plan of reorganization” within the meaning of Sections 354, 361 and 368 of the Code and Treasury
Regulations Sections 1.368-2(g) and 1.368-3(a) (the “Recapitalization Intended Tax Treatment”);
WHEREAS,
the SPAC Board (as defined below) has unanimously (i) determined that it is in the best interests of the SPAC to enter into, and
has approved, this Agreement, the First Plan of Merger (as defined below) and the other documents contemplated hereby and the transactions
contemplated hereby and thereby (including the Mergers) to which SPAC is a party and (ii) determined to recommend that the shareholders
of SPAC vote to approve the SPAC Shareholder Approval Matters (as defined below), the Business Combination Transaction and all such other
actions contemplated by this Agreement;
WHEREAS,
the Company Board (as defined below) has (i) determined that it is in the best interests of the Company to enter into, and has approved,
this Agreement and the documents contemplated hereby to which the Company is a party, (ii) approved the execution and delivery of
this Agreement and the documents contemplated hereby and the transactions contemplated hereby and thereby (including the Mergers) to
which the Company is a party, and (iii) resolved to recommend that (to the extent required by applicable Law) the Company Shareholders
(as defined below) vote in favor of the transactions contemplated by this Agreement and each of the Company Shareholder Resolutions;
WHEREAS,
the board of directors of each Merger Sub has (i) determined that it is in the best interests of each Merger Sub to enter into this Agreement,
the Plans of Merger and the other documents contemplated hereby to which each Merger Sub is a party, (ii) approved the execution and
delivery of this Agreement, the Plans of Merger and the other documents contemplated hereby and the transactions contemplated hereby
and thereby to which each Merger Sub is a party (including the Mergers) and (iii) recommended the adoption and approval of this Agreement,
the Plans of Merger and the other documents contemplated hereby and the transactions contemplated hereby and thereby to which each Merger
Sub is a party, to the Company, as the sole shareholder of each Merger Sub;
WHEREAS,
the Company, as the sole shareholder of each Merger Sub, has approved and adopted this Agreement, the Plans of Merger and the other documents
contemplated hereby to which each Merger Sub is a party and the transactions contemplated hereby and thereby to which each Merger Sub
is a party (including the Mergers);
WHEREAS,
in furtherance of the Mergers, and in accordance with the terms hereof, SPAC shall, in connection with the vote of its shareholders on
the Business Combination, provide an opportunity to each of its shareholders holding SPAC Public Shares and who is not a Sponsor Shareholder
(as defined in the Sponsor Support Agreement) (“SPAC Public Shareholders”), to elect to have their outstanding SPAC
Public Shares (as defined below) redeemed on the terms and subject to the conditions set forth in this Agreement, the SPAC Articles (as
defined below) and the related proxy materials;
WHEREAS,
as a condition and inducement to the Company’s willingness to enter into this Agreement, simultaneously with the execution and
delivery of this Agreement, the Sponsor (as defined below) has executed and delivered to the Company the Sponsor Support Agreement (as
defined below) substantially in the form attached hereto as Exhibit A, pursuant to which the Sponsor has agreed, among other things,
(i) to vote all of its SPAC Securities (as defined below) in favor of the adoption and approval of this Agreement, the First Plan
of Merger and the other documents contemplated hereby and the Transactions (including the Mergers) at the SPAC Shareholder Meeting (as
defined below) and against any other transaction and (ii) not to transfer or redeem any of its SPAC Securities prior to the Closing,
in each case, on the terms and subject to the conditions set forth therein;
WHEREAS,
as of immediately following the Closing, the Parties anticipate that the Company will qualify as a “foreign private issuer”
pursuant to Rule 3b-4 under the Exchange Act (as defined below);
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WHEREAS,
as a condition and inducement to the Company’s and SPAC’s willingness to enter into this Agreement, as of the date of this
Agreement, the PIPE Investors (as defined below) have agreed to subscribe for and purchase an aggregate of 22,000,000 Company Ordinary
Shares (as such Company Ordinary Shares will exist following the Capital Restructuring) at US$10.00 per share for an aggregate purchase
price equal to US$220,000,000, pursuant to the terms and conditions of subscription agreements entered into among such PIPE Investors,
SPAC and the Company substantially in the form attached hereto as Exhibit B (as such subscription agreements may be amended,
restated, modified or supplemented from time to time in accordance with their terms, the “Subscription Agreements”
and such subscriptions and purchases collectively, the “PIPE Investment”), with the consummation of the PIPE Investment
to occur substantially concurrently with the consummation of the Mergers;
WHEREAS,
as a condition and inducement to SPAC’s willingness to enter into this Agreement, simultaneously with the execution and delivery
of this Agreement, the Key Company Shareholders (as defined below) have executed and delivered to the Company the Company Shareholder
Support Agreement (as defined below) substantially in the form attached hereto as Exhibit C, pursuant to which the Key Company
Shareholders have agreed to, among other things, (i) support the transactions contemplated hereby, and (ii) not transfer any
of their Company Ordinary Shares prior to the Closing, in each case, on the terms and subject to the conditions set forth therein;
WHEREAS,
simultaneously with the execution and delivery of this Agreement, certain shareholders of SPAC have executed and delivered to the Company
Non-Redemption and Support Agreements substantially in the form attached hereto as Exhibit G, pursuant to which such shareholders
of SPAC have agreed to, among other things, (i) not redeem any of their SPAC Securities prior to the Closing and (ii) support the
transactions contemplated hereby, in each case, on the terms and subject to the conditions set forth therein;
WHEREAS,
at the Closing (as defined below), the Company shall enter into a Registration Rights Agreement (the “Registration Rights Agreement”)
with SPAC, the Sponsor and certain other shareholders of the Company, substantially in the form attached hereto as Exhibit D,
which shall be effective as of the Closing on the terms and subject to the conditions set forth therein; and
WHEREAS,
at the Closing, subject to Section 7.21, the Company, SPAC and the warrant agent party to the SPAC Warrant Agreement (as defined
below) shall enter into a warrant termination and adoption agreement in a form and substance reasonably satisfactory to the parties thereto
(including SPAC) (the “Warrant Adoption Agreement”) pursuant to which, among other things, (i) SPAC will terminate
the SPAC Warrant Agreement and (ii) the Company will adopt a new warrant agreement (the “Company Warrant Agreement”)
to provide for the existence of warrants of the Company, each of which will represent the right to receive, from the Closing, a warrant
to purchase one Company Ordinary Share, on the terms and subject to the conditions set forth therein.
NOW,
THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this
Agreement and intending to be legally bound hereby, SPAC and the Company Parties agree as follows:
Article
I
CERTAIN DEFINITIONS
1.1
Definitions. As used herein, the following terms shall have the following meanings:
“A&R
Articles of Association” has the meaning specified in Section 2.1(c).
“A&R
Warrant Agreement” has the meaning specified in Section 7.21 hereto.
“Acknowledging
Parties” has the meaning specified in Section 10.18.
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“Acquisition
Proposal” means, as to any Person, other than the Transactions and the acquisition or disposition of tangible or intangible
property in the ordinary course of business, any offer or proposal relating to: (a) any acquisition or purchase, direct or indirect,
of (i) 20% or more of the consolidated assets of such Person and its Subsidiaries, or (ii) 20% or more of any class of equity or voting
securities of (x) such Person or (y) one or more Subsidiaries of such Person holding assets constituting, individually or in the aggregate,
20% or more of the consolidated assets of such Person and its Subsidiaries; (b) any tender offer (including a self-tender offer) or exchange
offer that, if consummated, would result in any Person beneficially owning 20% or more of any class of equity or voting securities of
(i) such Person, or (ii) one or more Subsidiaries of such Person holding assets constituting, individually or in the aggregate, 20% or
more of the consolidated assets of such Person and its Subsidiaries; or (c) a merger, consolidation, share exchange, business combination,
share offering (including any public offering), sale of substantially all the assets, reorganization, recapitalization, liquidation,
dissolution or other similar transaction involving (i) such Person or (ii) one or more Subsidiaries of such Person holding assets constituting,
individually or in the aggregate, 20% or more of the consolidated assets of such Person and its Subsidiaries, in each case, of this clause
(c), pursuant to which any Person acquires 20% or more of any class of equity or voting securities of such Person or of such Subsidiaries.
“Action”
means any notice of noncompliance or violation, or any charge, claim, demand, inquiry, hearing, challenge, action, complaint, petition,
prosecution, audit, investigation, appeal, suit, litigation, injunction, writ, order, arbitration or other similar proceeding initiated
or conducted by a mediator, arbitrator or Governmental Authority, whether administrative, civil, regulatory or criminal, and whether
at law or in equity, or otherwise under any applicable Law.
“Affiliate”
means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common
control with, such specified Person, whether through one or more intermediaries or otherwise. The term “control” (including
the terms “controlling,” “controlled by” and “under common control with”) means
the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by Contract or otherwise; provided that, notwithstanding anything to the contrary
herein, in no event shall any investment fund, portfolio company or other special purpose acquisition company (or any successor thereto),
in each case, that is controlling, controlled by or under common control with the Sponsor be deemed an Affiliate of the Company or SPAC.
“Affordable
Care Act” has the meaning specified in Section 5.13(g).
“Aggregate
Diluted Company Shares” means, without duplication, the aggregate number of Company Ordinary Shares that are issued and outstanding
immediately prior to the Recapitalization, determined assuming for this purpose that all of the Company Ordinary Shares underlying all
outstanding vested Company Equity Awards as of immediately prior to the Recapitalization are deemed to be issued and outstanding; provided
that, for the avoidance of doubt, the Aggregate Diluted Company Shares shall not include any Company Ordinary Shares issuable upon (i)
exercise of any Company Equity Awards that are not vested as of immediately prior to the Recapitalization or (ii) exercise, conversion
or exchange of any securities of the Company (other than Company Equity Awards, which are addressed in the preceding clauses of this
definition of Aggregate Diluted Company Shares) for shares or share capital of, or other equity or voting interest in, the Company.
“Agreement”
has the meaning specified in the Preamble hereto.
“Agreement
End Date” has the meaning specified in Section 9.1(b).
“Ancillary
Agreements” has the meaning specified in Section 10.10.
“Audited
Financial Statements” has the meaning specified in Section 5.8(a).
“Base
Equity Value” means (i) US$2,350,000,000, plus (ii) the aggregate exercise price of the vested Company Options (as of
immediately prior to the Recapitalization) included in the calculation of the Aggregate Diluted Company Shares (in the case of this clause
(ii), for the avoidance of doubt, calculated in Dollars in accordance with Section 1.2(f) and assuming, for such purpose that
the date of measurement of such aggregate exercise price is the date of the Recapitalization), plus (iii) the aggregate amount
of proceeds actually received by the Company in any Pre-Closing Equity Financing (in the case of this clause (iii), for the avoidance
of doubt, calculated in Dollars in accordance with Section 1.2(f) and assuming, for such purpose that the date of measurement
of any such proceeds received by the Company is the date that such proceeds were actually received); provided that the Base Equity
Value, as calculated as the sum of the immediately preceding clauses (i)-(iii), shall be rounded up or down to the nearest $10.
- 4 -
“Bid”
has the meaning specified in Section 5.29(a).
“Business
Combination” has the meaning specified in the SPAC Articles.
“Business
Combination Proposal” means any offer, inquiry, proposal or indication of interest (whether written or oral, binding or non-binding,
and other than such an offer, inquiry, proposal or indication of interest with respect to the Transactions) relating to a Business Combination.
“Business
Combination Transaction” has the meaning specified in the Recitals.
“Business
Day” means a day on which commercial banks are open for business in New York, U.S., the Cayman Islands and London, United Kingdom,
except a Saturday, Sunday or public holiday (gazetted or ungazetted and whether scheduled or unscheduled).
“Capital
Reduction” has the meaning specified in Section 2.1(a).
“Capital
Restructuring” has the meaning specified in Section 2.1(e).
“Cayman
Companies Act” has the meaning specified in the Recitals hereto.
“Cayman
Registrar” has the meaning specified in Section 3.3(a).
“Change
in Recommendation” has the meaning specified in Section 7.7(b)(ii).
“Closing”
has the meaning specified in Section 3.2.
“Closing
Company Audited Financial Statements” has the meaning specified in Section 7.4.
“Closing
Date” has the meaning specified in Section 4.1(a).
“Closing
Statements” has the meaning specified in Section 4.3(a)(ii).
“Closing
Warrant Agreement” has the meaning specified in Section 7.21 hereto.
“Code”
means the United States Internal Revenue Code of 1986, as amended.
“Company”
has the meaning specified in the Preamble hereto.
“Company
Benefit Plan” means any “employee benefit plan” (within the meaning of Section 3(3) of ERISA) and any other plan,
policy or agreement providing for compensation, severance, termination pay, deferred compensation, performance awards, share or share-related
awards, retirement, fringe benefits or other employee benefits or remuneration of any kind, whether written, unwritten or otherwise,
that is maintained, contributed to or required to be contributed to by any entity of the Group for the benefit of any current or former
employee, director or officer of such entity, other than (x) any individual employment Contract or compensatory agreement with a current
or former employee, director or officer that is terminable at will by the Group without severance or similar termination-related payments
(other than accrued base salary, wages, or benefits earned prior to termination or (y) any plan, policy or agreement that is sponsored
or maintained by a Governmental Authority.
“Company
Board” means the board of directors of the Company.
“Company
Board Recommendation” has the meaning specified in Section 7.7(c)(i).
“Company
Change in Recommendation” has the meaning specified in Section 7.7(c)(ii).
“Company
Closing Statement” has the meaning specified in Section 4.3(a)(i).
- 5 -
“Company
Disclosure Letter” has the meaning specified in the introduction to Article V.
“Company
Earnout Bonus Issue” means, collectively, the Company Earnout Share Bonus Issue, the Company Earnout Option Bonus Issue and
the Company Earnout RSU Bonus Issue.
“Company
Earnout Bonus Options” means a number of options to purchase a number of Company Ordinary
Shares granted to Company Option Holders under the Company Post-Closing Equity Plan in respect of outstanding Company Options (whether
vested or unvested) as of immediately prior to the First Merger Effective Time, in accordance with, and subject to the terms of Section 2.1(i)
and Section 3.9.
“Company
Earnout Bonus RSUs” means a number of restricted stock units with respect to Company Ordinary
Shares granted to Company RSU Holders under the Company Post-Closing Equity Plan in respect of outstanding Company RSUs (whether vested
or unvested) as of immediately prior to the First Merger Effective Time, in accordance with, and subject to the terms of, Section 2.1(j)
and Section 3.9.
“Company
Earnout Option Bonus Issue” has the meaning set forth in Section 2.1(i).
“Company
Earnout RSU Bonus Issue” has the meaning set forth in Section 2.1(j).
“Company
Earnout Share Bonus Issue” has the meaning specified in Section 2.1(f).
“Company
Earnout Shareholder” means the Company Shareholders as of immediately prior to the First Merger Effective Time.
“Company
Earnout Shares” means, subject to Section 3.9(d), a number of convertible non-participating shares of the Company (which,
for the avoidance of doubt, shall have no voting rights and minimal deferred economic rights and shall be subject to the terms and conditions
applicable to such shares as set forth in the A&R Articles of Association) issued to the Company Earnout Shareholders prior to the
First Merger Effective Time which shall be convertible upon the occurrence of a Conversion Event into Company Ordinary Shares equal to
the quotient obtained by dividing (i) the product of (A) the Base Equity Value multiplied by (B) 0.1, by (ii) US$10,
rounded to the nearest whole number.
“Company
Equity Awards” means Company Options and Company RSUs issued under the Company Equity Plan.
“Company
Equity Plan” means the newcleo Ltd Share Plan, adopted as of 17 June 2022, as may be amended from time to time.
“Company
Fundamental Representations” means the representations and warranties made pursuant to the first and second sentences of Section
5.1 (Company Organization), the second sentence of Section 5.2 (Subsidiaries), Section 5.3 (Merger
Sub), Section 5.4 (Due Authorizations), Section 5.5 (No Conflict) (but solely with respect to clauses
(a) and (b) thereof), Section 5.7 (Capitalization of the Company) and Section 5.16 (Brokers’ Fees).
“Company
Group Member” has the meaning specified in Section 5.15(a).
“Company
Intellectual Property” has the meaning specified in Section 5.21(a).
“Company
Intervening Event” means any material change, event, circumstance, occurrence, effect, development or state of facts that (a) was
not known or reasonably foreseeable to the Company or any member of the Company Board as of the date hereof and that becomes known to
the Company or any member of the Company Board after the date hereof and prior to the receipt of the Company Shareholder Approval and
(b) does not relate to an Acquisition Proposal.
“Company
Intervening Event Notice” has the meaning given in in Section 7.7(c)(iii).
- 6 -
“Company
Intervening Event Notice Period” has the meaning given in in Section 7.7(c)(iii).
“Company
Material Adverse Effect” means any event, state of facts, development, circumstance, occurrence or effect (collectively, “Events”)
that, individually or in combination with any other Events, (x) has had, or would reasonably be expected to have, individually or in
the aggregate, a material adverse effect on the business, assets, results of operations or condition (financial or otherwise) of the
Group or (y) does or would reasonably be expected to, individually or in the aggregate, prevent or materially delay the ability of the
Company Parties to consummate the Merger; provided, however, that in no event would, any of the clauses (a) through (h)
below, in each case, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been
or will be, a “Company Material Adverse Effect”: (a) any change in applicable Laws, IFRS or GAAP or any interpretation
thereof following the date of this Agreement; (b) any change in interest rates or economic, political, business or financial market conditions
generally; (c) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences),
pandemic, acts of nature or change in climate; (d) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical
conditions, local, national or international political conditions, riots or insurrections; (e) the announcement or consummation
of this Agreement or the Transactions, including any termination of, reduction in or similar adverse impact (but, in each case, only
to the extent attributable to such announcement or consummation) on relationships, contractual or otherwise, with any landlords, customers,
suppliers, business partners, other commercial relationships or employees of the Group; (f) the taking of any action by the Company
that is expressly required by this Agreement; (g) any action taken by, or at the written request of, SPAC; (h) any failure in and
of itself of the Company and any of its Subsidiaries to meet any projections or forecasts (provided that the exception in this
clause (h) shall not prevent or otherwise affect a determination that any Event underlying such failure has resulted in or contributed
to a Company Material Adverse Effect except to the extent such Event is within the scope of any other exception within this definition);
or (i) any Events generally applicable to the industries or markets in which the Company or any of its Subsidiaries operate; provided
that any Event referred to in clauses (a), (b), (c), (d) or (i) above may be taken into account in determining if a Company Material
Adverse Effect has occurred to the extent it has a disproportionate and adverse effect on the business, assets, results of operations
or condition (financial or otherwise) of the Group, relative to similarly situated companies in the industry in which the Group conducts
its operations (in which case such Event may only be taken into account for such purpose to the extent of such disproportionate and adverse
effect).
“Company
Option” means an outstanding option to purchase Company Ordinary Shares granted under the Company Equity Plan.
“Company
Option Holders” means the holders of Company Options as of immediately prior to the First Merger Effective Time.
“Company
Ordinary Shares” means (i) ordinary shares in the capital of the Company with a nominal value of €0.01 each and (ii) following
the Redenomination, such ordinary shares in the capital of the Company as they are redenominated in Dollars in accordance with Section
2.1(b).
“Company
Parties” has the meaning specified in the Preamble hereto.
“Company
Post-Closing Equity Plan” means the new equity incentive plan adopted by the Company in accordance with Section 7.22(a)
hereof.
“Company
Post-Closing ESPP” means the new employee stock purchase plan adopted by the Company in accordance with Section 7.22(b)
hereof.
“Company
Registered Intellectual Property” has the meaning specified in Section 5.21(a).
“Company
RSU” means an outstanding restricted stock unit with respect to Company Ordinary Shares granted under the Company Equity Plan.
“Company
RSU Holders” means the holders of Company RSUs as of immediately prior to the First Merger Effective Time.
“Company
Shareholder Approval” has the meaning specified in Section 7.7(c)(i).
“Company
Shareholder Meeting” has the meaning specified in Section 7.7(c)(i).
“Company
Shareholder Resolutions” has the meaning specified in Section 7.7(c)(i).
“Company
Shareholder Support Agreement” means that certain support agreement, dated as of the date hereof, by and among the Key Company
Shareholders, SPAC and the Company, as amended, restated, modified or supplemented from time to time in accordance with its terms.
- 7 -
“Company
Shareholders” means the holders of Company Ordinary Shares as of immediately prior to the First Merger Effective Time.
“Company
Transaction Expenses” means the out-of-pocket fees, costs, expenses, commissions or other amounts, incurred, paid or otherwise
payable by the Company Parties and their respective Affiliates (whether or not billed or accrued for) to the extent resulting from or
in connection with the negotiation, documentation, preparation, execution or performance of this Agreement, the consummation of the Transactions
and/or the process by which the Company solicited, discussed and negotiated strategic alternatives, including (i) all fees, costs, expenses,
brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators,
attorneys, accountants and other advisors and service providers; (ii) the cost of the D&O Tail; (iii) the filing fees incurred in
connection with filing the Registration Statement, the Proxy Statement or the Proxy Statement/Prospectus under Section 7.7(a);
(iv) any filing fees incurred in connection with making any filings with Governmental Authorities under Section 7.9; (v) thirty
percent (30%) of all fees and costs of Ogier incurred from and after April 20, 2026; and (vi) change-in-control payments, transaction
bonuses, retention or incentive payments, severance or similar compensatory payments payable by the Group to any current or former employee
(including any amounts due under any consulting agreement with any such former employee), independent contractor, officer or director
of the Group as a result of the Transactions (and not tied to any subsequent event or condition, such as a termination of employment
occurring after the Closing) and the employer portion of any employment, social security or similar Taxes due with respect to such amounts.
“Company
Warrant Agreement” has the meaning specified in the Recitals hereto.
“Company
Warrants” has the meaning specified in Section 3.7(a)(v).
“Continuing
Option” has the meaning specified in Section 2.1(g).
“Continuing
RSU” has the meaning specified in Section 2.1(h).
“Contracting
Parties” has the meaning specified in Section 10.16.
“Contracts”
means any contract, agreement, instrument, option, lease, license, sales and purchase order, warranty, note, bond, mortgage, indenture,
obligation, commitment, binding application, arrangement or understanding, whether written or oral, express or implied, in each case,
as amended, restated, modified or supplemented from time to time in accordance with its terms.
“Conversion
Event” has the meaning specified in Section 3.9(b).
“Copyleft
License” means any license that requires or purports to require, as a condition of use, the modification and/or distribution,
conveyance or availability of software subject to such license, that such software subject to such license, or other software incorporated
into, derived from, or used, embedded, combined or distributed with such software subject to such license (i) in the case of software,
be made available or distributed in a form other than binary (e.g., source code form), (ii) be licensed for the purpose of preparing
derivative works, (iii) be licensed under terms that allow the Company’s or any Subsidiary of the Company’s products, services
or portions thereof or interfaces therefor to be reverse-engineered, reverse-assembled or disassembled (other than by operation of Law),
or (iv) be licensed in a redistributable manner at no license fee.
“Copyrights”
means all rights in copyrights, other rights in any works of authorship of any type, whether or not registrable, and mask works, in all
forms, media or medium, now known or hereinafter developed, and whether or not completed, published, or used, including all drafts, plans,
sketches, artwork, layouts, copy, designs, photographs, illustrations, collections, serials, printed or graphic matter, slides, compilations,
serials, promotions, audio or visual recordings, transcriptions, Software, and all derivative works, translations, adaptations and combinations
of any of the foregoing, all registrations and applications therefor and all extensions, restorations, and renewals of any of the foregoing,
all worldwide rights and priorities afforded under any Law with respect to any of the foregoing, and all termination rights, moral rights,
author rights and all other rights associated therewith.
“D&O
Tail” has the meaning specified in Section 7.11(b).
“Databases”
means all compilations of data, the selection and arrangement of that data, and all related documentation, including documentation regarding
the procedures used in connection with the selection, collection, arrangement, processing and distribution of data contained therein
to the extent they exist, together with documentation regarding the attributes of the data contained therein or the relationships among
such data and documentation regarding data structures and formats, and file structures and formats, whether registered or unregistered,
and any registrations or applications for registration therefor.
- 8 -
“Data
Room” has the meaning specified in Section 1.2(a).
“Disclosure
Letter” means, as applicable, either the Company Disclosure Letter or the SPAC Disclosure Letter or, if the context so requires,
both the Company Disclosure Letter and the SPAC Disclosure Letter.
“Dollars”
or “US$” means lawful money of the United States.
“Environmental
Laws” means any and all Laws (including common law) or other legally enforceable requirement regulating, relating to or imposing
liability or standards of conduct concerning protection of the environment (including flora, fauna and their habitat), natural resources
or human health, including employee health and safety or prevention and control of pollution (including the use, storage, emission, disposal
or release of, or exposure to, Hazardous Materials).
“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.
“Exchange
Act” means the Securities Exchange Act of 1934.
“Exchange
Agent” has the meaning specified in Section 4.4(a).
“Export
Approvals” has the meaning specified in Section 5.11(b).
“Financial
Statements” has the meaning specified in Section 7.4.
“First
Merger” has the meaning specified in Section 3.1(a).
“First
Merger Effective Time” has the meaning specified in Section 3.3(a).
“First
Merger Surviving Company” has the meaning specified in Section 3.1(a).
“First
Merger Surviving Company M&A” has the meaning specified in Section 3.5(a).
“Foreign
Antitrust Laws” has the meaning specified in Section 3.9(g).
“Fraud
Claim” means any claim of fraud (which means, with respect to any Person, the making or omission of a statement of fact in
the express representations and warranties set forth in this Agreement or any other Transaction Agreement or any certificate delivered
pursuant hereto or thereto, with the intent to deceive and with actual knowledge or belief (following due inquiry) that such statement
is false or misleading and which satisfies the elements of fraud under New York common law) against the Person who committed such fraud,
which such claim can only be brought by the Person alleged to have suffered from such alleged fraud; provided that in no event
shall fraud hereunder or a Fraud Claim include any claim for equitable fraud, promissory fraud, unfair dealings fraud, or any torts (including
a claim for fraud) based on negligence.
“GAAP”
means generally accepted accounting principles in the United States as in effect from time to time, consistently applied.
“Governing
Documents” means the legal document(s) by which any Person (other than an individual) establishes its legal existence or which
govern its internal affairs. For example, the “Governing Documents” of an exempted company incorporated in the Cayman Islands
are its certificate of incorporation, memorandum and articles of association, shareholders agreement (as applicable) or similar organizational
documents, the “Governing Documents” of a limited partnership formed in the Cayman Islands are its limited partnership agreement
and certificate of registration and the “Governing Documents” of a limited liability company incorporated in the Cayman Islands
are its limited liability company agreement and certificate of registration.
“Government
Contract” has the meaning specified in Section 5.29(a).
“Governmental
Approval” has the meaning specified in Section 5.6.
“Governmental
Authority” means any federal, national, state, provincial, municipal, local, foreign, multinational, supra-national, government
or governmental authority or regulatory body thereof, or political subdivision thereof, or any commission, department, board, office,
bureau, agency, instrumentality or authority thereof, any court, tribunal, arbitrator, arbitration panel or similar judicial body or
any self-regulatory organization or other non-governmental regulatory authority or quasi-governmental authority or other similar dispute
resolving panel or body.
“Governmental
Grant” means any grant, incentive, subsidy, award, loan, participation, exemption, status, cost sharing arrangement, reimbursement
arrangement or other benefit, relief or privilege provided or made available by or on behalf of or under the authority of any Governmental
Authority.
- 9 -
“Governmental
Order” means any order, judgment, injunction, decree, writ, stipulation, determination, assessment or award (including any
arbitration award), in each case, entered by or with any Governmental Authority.
“Group”
means the Company and its Subsidiaries as set forth in Section 1.1 of the Company Disclosure Letter.
“Hazardous
Material” means any (i) pollutant, contaminant, chemical, (ii) industrial, solid, liquid or gaseous toxic or hazardous
substance, material or waste, (iii) petroleum or any fraction or product thereof, (iv) asbestos or asbestos-containing material,
(v) polychlorinated biphenyl, (vi) chlorofluorocarbons, and (vii) other substance, material or waste, in each case, which are regulated
under any Environmental Law or as to which liability may be imposed pursuant to Environmental Law.
“HSR
Act” has the meaning specified in Section 3.9(g).
“IFRS”
means International Financial Reporting Standards, the global accounting standards developed and maintained by the International Accounting
Standards Board (IASB).
“Indebtedness”
means, with respect to any Person, without duplication, any obligations, contingent or otherwise, in respect of (i) the principal of
and premium (if any) in respect of all indebtedness for borrowed money, including accrued interest and any per diem interest accruals,
(ii) the principal and interest components of capitalized lease obligations under GAAP or IFRS, as applicable, (iii) amounts drawn (including
any accrued and unpaid interest) on letters of credit, bank guarantees, bankers’ acceptances and other similar instruments (solely
to the extent such amounts have actually been drawn), (iv) the principal of and premium (if any) in respect of obligations evidenced
by bonds, debentures, notes and similar instruments, (v) the termination value of interest rate protection agreements and currency
obligation swaps, hedges or similar arrangements (without duplication of other indebtedness supported or guaranteed thereby), (vi) the
principal component of all obligations to pay the deferred and unpaid purchase price of property and equipment which have been delivered,
including “earn outs” and “seller notes,” whether or not contingent and regardless of when due, calculated as
the maximum amount payable under or pursuant to such obligation, (vii) any unfunded or underfunded liabilities pursuant to any defined
benefit pension plan, retirement plan, or nonqualified deferred compensation plan or arrangement for any period prior to the Closing
Date, (viii) breakage costs, prepayment or early termination premiums, penalties, or other fees or expenses payable as a result
of the consummation of the Transactions in respect of any of the items in the foregoing clauses (i) through (vii), and (ix) all
Indebtedness of another Person referred to in clauses (i) through (viii) above guaranteed directly or indirectly, jointly or severally.
“Intellectual
Property” means all of the following as they exist in any jurisdiction throughout the world: Patents, Trademarks, Copyrights,
Trade Secrets and other intellectual and industrial property, including such rights in Internet Assets, Databases and Software, whether
or not registered, unregistered or registrable.
“Interim
Financial Statements” has the meaning specified in Section 7.4.
“Interim
Period” has the meaning specified in Section 7.1.
“International
Trade Laws” means all Laws relating to the import, export, re-export, deemed export, deemed re-export, or transfer of information,
data, know-how, services, goods, and technology, or economic sanctions or anti-boycotts, including, but not limited to, the Import and
Export Order (Control of Dual Use Goods, Services and Technology Exports): 2006, Export Administration Regulations administered by the
United States Department of Commerce, the International Traffic in Arms Regulations administered by the United States Department of State,
customs and import Laws administered by United States Customs and Border Protection, any other export or import controls administered
by an agency of the United States government, the anti-boycott regulations administered by the United States Department of Commerce and
the United States Department of the Treasury, and other Laws adopted by Governmental Authorities of other countries relating to the same
subject matter as the Laws described above.
“Internet
Assets” means any and all domain name registrations (and URLs, including all MX records associated with the same), web sites
and web addresses, social media accounts and identifiers (including usernames, handles and account names) and related rights, items and
documentation related thereto, and applications for registration therefor.
“Investment
Company Act” means the Investment Company Act of 1940.
“IT
Systems” means all hardware, software, databases, code, systems, networks, websites, applications, circuits, routers and all
other computer and information technology assets used in the conduct of the business of the Group and includes all Software, Databases
and Internet Assets.
“JOBS
Act” has the meaning specified in Section 6.6(a).
- 10 -
“Key
Company Shareholders” means the Persons set forth on Section 1.1(a) of the Company Disclosure Letter.
“Law”
means any statute, law, principle of common law, ordinance, rule, regulation, directive, code, edict, decree, proclamation, treaty, convention
or Governmental Order, in each case, of any Governmental Authority.
“Leased
Real Property” means all real property leased, licensed, subleased or otherwise used or occupied by the Group.
“Legal
Proceedings” has the meaning specified in Section 5.10.
“Lien”
means all liens (statutory or other), mortgages, deeds of trust, pledges, hypothecations, assignment, deposit arrangement, encumbrances,
charges, security interests, options, leases, subleases, restrictions, claims, encumbrances, easements, servitudes, preemptive rights,
rights of first offer or refusal, transfer restrictions or other similar liens or encumbrances or any preferences, priorities or other
agreements or preferential arrangements of any kind, whether consensual, statutory or otherwise, including Permitted Liens.
“Loeb”
has the meaning specified in Section 10.18.
“Measurement
Period” has the meaning specified in Section 3.9(a).
“Merger
Sub 1” has the meaning specified in the Preamble hereto.
“Merger
Sub 2” has the meaning specified in the Preamble hereto.
“Merger
Sub” and “Merger Subs” have the meaning specified in the Preamble hereto.
“Mergers”
has the meaning specified in the Recitals hereto.
“Mergers
Intended Tax Treatment” has the meaning specified in the Recitals hereto.
“Multiemployer
Plan” has the meaning given in section 3(37) of ERISA.
“Nasdaq”
means The Nasdaq Stock Market, LLC.
“newcleo
SA” has the meaning specified in the Recitals hereto.
“Nondisclosure
Agreement” has the meaning specified in Section 10.10.
“Nonparty
Affiliates” has the meaning specified in Section 10.16.
“NRC”
means the U.S. Nuclear Regulatory Commission.
“Offer
Documents” has the meaning specified in Section 7.7(a)(i).
“Open
Source License” means any license meeting the Open Source Definition (as promulgated by the Open Source Initiative) or the
Free Software Definition (as promulgated by the Free Software Foundation), or any substantially similar license, including any license
approved by the Open Source Initiative or any Creative Commons License. “Open Source Licenses” shall include Copyleft Licenses.
“Open
Source Materials” means any software subject to an Open Source License.
“Owned
Real Property” has the meaning specified in Section 5.20(b).
“Party”
and “Parties” have the meaning specified in the Preamble hereto.
“Patents”
means all (a) U.S. and foreign patents (including certificates of invention, supplementary protection certificates and other patent equivalents),
utility models, design patents, and applications for any of the foregoing, including provisional applications, and all patents of addition,
improvement patents, continuations, continuations-in-part, divisionals, reissues, re-examinations, renewals, confirmations, substitutions,
validations and extensions thereof, and all applications or counterparts in any jurisdiction pertaining to any of the foregoing, including
applications filed pursuant to any international patent law treaty, (b) inventions, discoveries, idea submissions and invention disclosures,
and (c) other patent rights and any other Governmental Authority-issued indicia of invention ownership (including inventors’ certificates,
petty patents and innovation patents), together with all worldwide rights and priorities afforded under any Law with respect to any of
the foregoing and whether or not any such applications are amended, modified, abandoned, withdrawn, or refiled.
- 11 -
“PCAOB”
means the Public Company Accounting Oversight Board.
“Per
Share Transaction Value” has the meaning specified in Section 3.9(f).
“Permits”
means any approvals, authorizations, consents, licenses, registrations, permits or certificates of a Governmental Authority.
“Permitted
Liens” means (i) mechanic’s, materialmen’s and similar Liens arising in the ordinary course of business with respect
to any amounts (A) not yet due and payable or which are being contested in good faith through (if then appropriate) appropriate proceedings
and (B) for which adequate accruals or reserves have been established in accordance with GAAP or IFRS, as applicable, (ii) Liens for
Taxes, assessments and governmental charges or levies (A) not yet due and payable or which are being contested in good faith through
appropriate proceedings and (B) for which adequate accruals or reserves have been established in accordance with GAAP or IFRS, as applicable,
(iii) defects or imperfections of title, easements, encroachments, covenants, rights-of-way, conditions, matters that would be apparent
from a physical inspection or current, accurate survey of such real property, restrictions and other similar charges or encumbrances
that do not materially impair the value or materially interfere with the present use of the Leased Real Property, (iv) with respect to
any Leased Real Property (A) the interests and rights of the respective lessors with respect thereto, including any statutory landlord
liens and any Lien thereon and (B) any Lien permitted under the Real Property Lease, (v) zoning, building, entitlement and other
land use and environmental regulations promulgated by any Governmental Authority that do not materially interfere with the current use
of, or materially impair the value of, the Leased Real Property, (vi) non-exclusive licenses of Intellectual Property entered into in
the ordinary course of business consistent with past practice, (vii) ordinary course purchase money Liens and Liens securing rental payments
under operating or capital lease arrangements for amounts not yet due or payable, (viii) other Liens arising in the ordinary course of
business and not incurred in connection with the borrowing of money and on a basis consistent with past practice in connection with workers’
compensation, unemployment insurance or other types of social security, (ix) reversionary rights in favor of landlords under any
Real Property Leases with respect to any of the buildings or other improvements owned by the Group and (x) all other Liens that do not,
individually or in the aggregate, materially impair the use, occupancy or value of the applicable assets of the Group.
“Person”
means any individual, firm, corporation, company, exempted company, partnership, exempted limited partnership, limited liability company,
incorporated or unincorporated association, joint venture, joint share company, Governmental Authority or instrumentality or other entity
of any kind.
“Personal
Information” means information that: (i) alone or in combination with other information, relates to, could reasonably be linked
with, identifies or is reasonably capable of allowing the identification of or contact with a particular person or household or device;
(ii) is defined as “personal data,” “personal information,” “personally identifiable information,”
“personal health information” or “PII” or any similar term by applicable Law; or (iii) is otherwise regulated
by applicable Laws that cover personal information, personal data, personal health data, financial information, device and transaction
identifiers, or similar terms.
“Personal
Information Laws and Policies” has the meaning specified in Section 5.22(a).
“PIPE
Investment” has the meaning specified in the Recitals hereto.
“PIPE
Investors” means all Persons that have executed Subscription Agreements (other than the Company and SPAC).
“Plans
of Merger” means, collectively, the plan of merger with respect to the First Merger (the “First Plan of Merger”)
and the plan of merger with respect to the Second Merger (the “Second Plan of Merger”), each in substantially the
form attached hereto as Exhibit E and subject to such amendments as may be approved by the directors of each constituent
company (as defined in the Cayman Companies Act), including the annexures thereto (each, individually, a “Plan of Merger”).
“PLC
Re-Registration” has the meaning specified in Section 2.1(b).
“Post-Closing
Board” has the meaning specified in Section 7.22(a).
“Pre-Closing
Equity Financing” has the meaning specified in Section 7.1(n).
“Privacy
Policies” has the meaning specified in Section 5.22(a).
- 12 -
“Privileged
Communications” has the meaning specified in Section 10.18.
“Processing”
has the meaning specified in Section 5.22(a).
“Proxy
Statement” has the meaning specified in Section 7.7(a)(i).
“Proxy
Statement/Prospectus” has the meaning specified in Section 7.7(a)(i).
“Real
Property Leases” has the meaning specified in Section 5.20(a)(iii).
“Recapitalization”
has the meaning specified in Section 2.1(e).
“Recapitalization
Factor” means, subject to the last sentence of Section 2.1(e), the quotient (rounded to four decimal places) obtained
by dividing (A) the Base Equity Value by the Aggregate Diluted Company Shares and (B) the quotient of the foregoing
clause (A) by US$10.00.
“Recapitalization
Intended Tax Treatment” has the meaning specified in the Recitals hereto.
“Redeeming
SPAC Shares” means SPAC Class A Ordinary Shares constituting SPAC Public Shares in respect of which the eligible (as determined
in accordance with the SPAC Articles) holder thereof has validly exercised (and not validly revoked, withdrawn or lost) his, her or its
SPAC Shareholder Redemption right.
“Redenomination”
has the meaning specified in Section 2.1(d).
“Registration
Rights Agreement” has the meaning specified in the Recitals hereto.
“Registration
Statement” means the Registration Statement on Form F-4, or other appropriate form, including any pre-effective or post-effective
amendments or supplements thereto, to be filed with the SEC by the Company under the Securities Act with respect to the Registration
Statement Securities.
“Registration
Statement Securities” has the meaning specified in Section 7.7(a)(i).
“Regulatory
Authorizations” has the meaning specified in Section 7.9(a).
“Representatives”
of a Person means, collectively, the officers, directors, employees, attorneys, accountants, consultants, agents and financial advisors
of such Person.
“Sanctioned
Country” means, at any time, a country or territory which is itself the subject or target of any country-wide or territory-wide
Sanctions Laws (including, at the time of this Agreement, the Crimea region, Cuba, Iran, North Korea, Syria (prior to July 1, 2025),
the so-called Donetsk People’s Republic (as defined and construed in the applicable Sanctions Laws), the so-called Luhansk People’s
Republic (as defined and construed in the applicable Sanctions Laws) and the disputed territories of Kherson and Zaporizhzhia).
“Sanctioned
Person” means any Person that is the target of Sanctions Laws, including: (i) any Person identified in any sanctions-related
list of designated Persons maintained by: (a) the United States Department of the Treasury’s Office of Foreign Assets Control,
the United States Department of Commerce, Bureau of Industry and Security, or the United States Department of State; (b) His Majesty’s
Treasury of the United Kingdom; (c) any committee of the United Nations Security Council; (d) the European Union; (e) any other applicable
sanctions authority; (ii) any Person located, organized, or resident in, organized in, or a Governmental Authority or government instrumentality
of, any Sanctioned Country; and (iii) any Person directly or indirectly owned or controlled by, or acting for the benefit or on behalf
of, a Person described in clause (i) or (ii), either individually or in the aggregate.
“Sanctions
Laws” means any trade, economic and/or financial sanctions Laws, list-based measures, embargoes or restrictions administered,
enacted or enforced from time to time by (i) the United States (including the Department of the Treasury’s Office of Foreign Assets
Control, the United States Department of Commerce or the United States Department of State), (ii) the European Union and enforced by
its member states, (iii) the United Nations, (iv) His Majesty’s Treasury of the United Kingdom or (v) any other applicable sanctions
authority.
“Sarbanes-Oxley
Act” means the Sarbanes-Oxley Act of 2002.
“SEC”
means the United States Securities and Exchange Commission.
- 13 -
“Second
Merger” has the meaning specified in Section 3.1(b).
“Second
Merger Effective Time” has the meaning specified in Section 3.3(b).
“Second
Merger Surviving Company” has the meaning specified in Section 3.1(b).
“Second
Merger Surviving Company M&A” has the meaning specified in Section 3.5(b).
“Securities
Act” means the Securities Act of 1933, as amended.
“Shareholder
Earnout Portion” means, with respect to any Company Earnout Shareholder, a number of Company Ordinary Shares (rounded down
to the nearest whole number) equal to the product of (i) a number of Company Earnout Shares (or applicable portion thereof) multiplied
by (ii) a fraction (A) the numerator of which is the number of Company Ordinary Shares held by such holder immediately prior to the
First Merger Effective Time and (B) the denominator of which is the total number of shares of Company Ordinary Shares outstanding immediately
prior to the First Merger Effective Time; provided that the Shareholder Earnout Portion of the Company Earnout Shareholders shall
be subject to adjustment as provided in Section 3.9.
“Shareholder
Litigation” has the meaning specified in Section 7.19.
“Software”
means any computer software and programs (including development tools, library functions, and compilers) in any form, including in or
as internet web sites, web content, links, source code, object code, operating systems, database management code, utilities, graphical
user interfaces, menus, images, icons, forms, methods of processing, software engines, platforms, and data formats, together with all
current versions, updates, corrections, enhancements and modifications thereof, and all related specifications, documentation, developer
notes, comments, and annotations.
“SPAC”
has the meaning specified in the Preamble hereto.
“SPAC
Articles” means the amended and restated memorandum and articles of association of SPAC, adopted pursuant to a special resolution
passed on February 27, 2025, and as may be amended and/or restated from time to time.
“SPAC
Board” means the board of directors of SPAC.
“SPAC
Board Recommendation” has the meaning specified in Section 7.7(b)(i).
“SPAC
Change in Recommendation” has the meaning specified in Section 7.7(b)(i).
“SPAC
Class A Ordinary Shares” means the Class A ordinary shares of a par value US$0.0001 per share, of SPAC.
“SPAC
Class B Ordinary Shares” means the Class B ordinary shares of a par value US$0.0001 per share, of SPAC.
“SPAC
Closing Statement” has the meaning specified in Section 4.3(a)(ii).
“SPAC
Disclosure Letter” has the meaning specified in the introduction to Article VI.
“SPAC
Dissenting Shareholders” has the meaning specified in Section 4.8(a).
“SPAC
Dissenting Shares” has the meaning specified in Section 4.8(a).
“SPAC
Exchange Shares” has the meaning specific in Section 3.7(a)(ii).
“SPAC
Exchange Warrants” has the meaning specified in Section 3.7(a)(v).
“SPAC
Financial Statements” has the meaning specified in Section 6.6(d).
“SPAC
Fundamental Warranties” has the meaning specified in Section 8.3(a).
“SPAC
Indemnified Parties” has the meaning specified in Section 7.11(a).
- 14 -
“SPAC
Intervening Event” means any material change, event, circumstance, occurrence, effect, development or state of facts that (a) was
not known or reasonably foreseeable to the SPAC or any member of the SPAC Board as of the date hereof and that becomes known to the SPAC
or any member of the SPAC Board after the date hereof and prior to the receipt of the approval of the SPAC Shareholder Approval Matters
and (b) does not relate to (i) a Business Combination Proposal, (ii) any change in the market price or trading volume
of SPAC’s securities, or (iii) any Event that is excluded in determining whether a Company Material Adverse Effect has occurred
or would reasonably be expected to occur.
“SPAC
Intervening Event Notice” has the meaning specified in Section 7.7(b)(ii).
“SPAC
Intervening Event Notice Period” has the meaning specified in Section 7.7(b)(ii).
“SPAC
Material Adverse Effect” means any Events that, individually or in combination with any other Events, (x) has had, or
would reasonably be expected to have, individually or in the aggregate, a material adverse effect on SPAC or (y) does or would reasonably
be expected to, individually or in the aggregate, prevent or materially delay the ability of SPAC to perform its obligations under this
Agreement and consummate the Transactions; provided, however, that in no event would any of the following, alone or in
combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a SPAC Material Adverse
Effect: (i) the announcement or consummation of this Agreement or the Transactions, including any termination of, reduction in or
similar adverse impact (but, in each case, only to the extent attributable to such announcement or consummation) on relationships, contractual
or otherwise, with any landlords, suppliers, business partners, other commercial relationships or employees of SPAC, (ii) the taking
of any action by SPAC that is expressly required by this Agreement, or (iii) any action taken by, or at the written request of,
the Company.
“SPAC
Material Contract” has the meaning specified in Section 6.18.
“SPAC
Ordinary Shares” means, collectively, the SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares.
“SPAC
Private Placement Warrant” means a warrant to purchase one (1) SPAC Class A Ordinary Share at an exercise price of eleven Dollars
fifty cents (US$11.50) issued to the Sponsor and certain underwriters for the SPAC’s initial public offering and included in the
private placement units sold simultaneously with the closing of the SPAC’s initial public offering to such Persons.
“SPAC
Public Shareholders” has the meaning specified in the Recitals hereto.
“SPAC
Public Shares” has the meaning ascribed to “Public Shares” in the SPAC Articles.
“SPAC
Public Warrant” means a warrant to purchase one (1) SPAC Class A Ordinary Share at an exercise price of eleven Dollars fifty
cents (US$11.50) that was included in the units sold as part of SPAC’s initial public offering.
“SPAC
Related Party” means any officer, director, employee, partner, member, manager, direct or indirect equityholder (including
Sponsor) or Affiliate of either SPAC or Sponsor (or any Affiliate of Sponsor).
“SPAC
SEC Filings” has the meaning specified in Section 6.5.
“SPAC
Securities” has the meaning specified in Section 6.12(a).
“SPAC
Shareholder Approval Matters” means (i) as an ordinary resolution (being a resolution passed by a simple majority of the holders
of the issued and outstanding SPAC Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy
at a general meeting of SPAC), the adoption and approval of this Agreement, the Mergers and the other Transactions by the holders of
the issued and outstanding SPAC Ordinary Shares in accordance with the SPAC Articles, (ii) as a special resolution (as defined in the
Cayman Companies Act, being a resolution passed by a majority of not less than two-thirds (2/3) of the holders of the issued and outstanding
SPAC Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the
SPAC of which notice specifying the intention to propose the resolution as a special resolution has been duly given), the entry into
the First Plan of Merger, (iii) as an ordinary resolution (or if required by applicable Law or the SPAC Articles, as a special resolution)
the approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration
Statement or correspondence related thereto and are required to be approved by the shareholders of SPAC under the SPAC Articles and applicable
Law, (iv) as an ordinary resolution (or if required by applicable Law or the SPAC Articles, as a special resolution) the approval of
any other proposals as reasonably agreed by SPAC and the Company to be necessary or appropriate in connection with the transactions contemplated
hereby and are required to be approved by the shareholders of SPAC under the SPAC Articles and applicable Law, and (v) as an ordinary
resolution (or if required by applicable Law or the SPAC Articles, as a special resolution) the approval of the adjournment of the SPAC
Shareholder Meeting, if necessary or desirable in the reasonable determination of SPAC in consultation with the Company, to permit the
withdrawal of SPAC Shareholder Redemptions and/or permit further solicitation of proxies because there are not sufficient votes to approve
and adopt any of the foregoing resolutions in each case at the SPAC Shareholder Meeting.
“SPAC
Shareholder Meeting” has the meaning specified in Section 7.7(b)(i).
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“SPAC
Shareholder Redemption” means the election of an eligible (as determined in accordance with the SPAC Articles) holder of SPAC
Public Shares to redeem all or a portion of the SPAC Public Shares held by such holder at a per-share redemption price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account calculated as of two (2) Business Days prior to the consummation of
the Business Combination (including interest earned on the Trust Account) (which interest shall be net of taxes payable) divided by the
number of then issued SPAC Public Shares (as determined in accordance with the SPAC Articles), subject to applicable Law, in connection
with the vote of the shareholders of SPAC on the Business Combination and only in the event that the Business Combination is approved
and consummated.
“SPAC
Transaction Expenses” means the out-of-pocket fees, costs, expenses, finder’s fees, commissions or other amounts incurred,
paid or otherwise payable by or on behalf of SPAC or SPAC’s Affiliates (whether or not billed or accrued for) as a result of or
in connection with the negotiation, documentation, preparation, execution or performance of this Agreement or otherwise in connection
with the Transactions (including the PIPE Investment), including: (i) deferred underwriting commissions or any other outstanding
payables and liabilities as disclosed in any SPAC SEC Filings; (ii) fees, costs, expenses, brokerage fees, commissions, finders’
fees and disbursements of financial advisors, investment banks, legal, accounting, tax, public relations and investor relations advisors,
the Trustee and transfer or exchange agent, as applicable, and limited and customary other professional fees (including proxy solicitors,
financial printers, consultants and administrative service providers); (iii) (A) seventy percent (70%) of all fees and costs of Ogier
incurred from and after April 20, 2026 and (B) all fees and costs of Ogier prior to April 20, 2026; (iv) change-in-control payments,
transaction bonuses, retention or incentive payments, severance or similar compensatory payments payable by SPAC or SPAC’s Affiliates
to any current or former employee (including any amounts due under any consulting agreement with any such former employee), independent
contractor, officer or director as a result of the Transactions (and not tied to any subsequent event or condition, such as a termination
of employment occurring after the Closing) and the employer portion of any employment, social security or similar Taxes due with respect
to such amounts; and (v) any unpaid Working Capital Loans or any other Indebtedness of SPAC owed to Sponsor, any of its Affiliates or
any of its or their respective direct or indirect equityholders.
“SPAC
Units” means equity securities of SPAC consisting of one (1) SPAC Class A Ordinary Share and one-half of one (1/2) SPAC Public
Warrant.
“SPAC
Warrant Agreement” means the Warrant Agreement, dated as of February 27, 2025, between SPAC and Continental Stock Transfer
& Trust Company as the warrant agent.
“SPAC
Warrants” means, collectively, the SPAC Public Warrants and the SPAC Private Placement Warrants, including any such warrants
as a result of Unit Separation.
“Specified
Business Conduct Laws” means: (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and
all applicable Law relating to bribery or corruption; (b) all applicable Sanctions Laws; (c) all applicable Law relating to the import,
export, re-export, transfer of information, data, goods, software, and technology, including the Export Administration Regulations administered
by the U.S. Department of Commerce and the International Traffic in Arms Regulations administered by the U.S. Department of State; (d) the
Money Laundering Control Act, the Currency and Foreign Transactions Reporting Act, The Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001; (e) Penal Code (Act No. 45 of 1907); (f) Unfair Competition
Prevention Act (Act No. 47 of 1993); (g) Act on Prevention of Transfer of Criminal Proceeds (Act No. 22 of 2007); and (h) Act on Punishment
of Organized Crimes and Control of Proceeds of Crime (Act No. 136 of 1999), and other applicable Law relating to money laundering and
terrorist financing.
“Sponsor”
means NewHold Industrial Technology III, LLC, a Delaware limited liability company.
“Sponsor
Forfeited Equity” means the SPAC Ordinary Shares and/or SPAC Warrants that are (or are required to be) forfeited pursuant to
the Sponsor Support Agreement.
“Sponsor
Group” has the meaning specified in Section 10.18.
“Sponsor
Support Agreement” means that certain support agreement, dated as of the date hereof, by and among the Sponsor, SPAC, the Company
and certain other parties thereto, as amended, restated, modified or supplemented from time to time in accordance with its terms.
“Stock
Exchange” means the New York Stock Exchange or Nasdaq.
“Subscription
Agreements” means the subscription agreements pursuant to which the PIPE Investment will be consummated.
“Subsidiary”
means, with respect to any Person (for purposes of this definition, the “Controlling Company”), any other Person (i)
of which a majority of the outstanding voting securities or other voting equity interests, or a majority of any other interests having
the power to direct or cause the direction of the management and policies of such other Person, are owned, directly or indirectly, by
the Controlling Company and/or (ii) with respect to which the Controlling Company is, directly or indirectly, a general partner or managing
member.
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“Tax
Return” means any return, declaration, report, statement, information statement or other document filed or required to be filed
with any Governmental Authority with respect to Taxes, including any claims for refunds of Taxes, any information returns and any schedules,
attachments, amendments or supplements of any of the foregoing.
“Taxes”
means any and all federal, state, local, foreign or other taxes imposed by any Governmental Authority, including all income, gross receipts,
license, payroll, recapture, net worth, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs
duties, capital share, capital stock, capital gain, ad valorem, value added, inventory, franchise, profits, withholding, social security
(or similar), unemployment, disability, real property, personal property, assessments, sales, use, transfer, registration, governmental
charges, duties, levies and any other charge of any kind in the nature of (or similar to) taxes whatsoever, in each case, including any
interest, surcharges, penalty, or addition thereto, whether disputed or not.
“Top
Customers” has the meaning specified in Section 5.27(a).
“Top
Vendors” has the meaning specified in Section 5.27(a).
“Total
Cash Proceeds Amount” means the aggregate amount (prior to payment of any fees or expenses, including any Company Transaction
Expenses or any SPAC Transaction Expenses) of (i) proceeds actually received from the PIPE Investment and (ii) cash on hand of SPAC as
of immediately prior to the First Merger Effective Time, after giving effect to any cash distributed (or required to be distributed)
in connection with all SPAC Shareholder Redemptions.
“Trademarks”
means any trademarks, service marks, trade dress, trade names, brand names, internet domain names, designs, logos, source identifiers,
slogans or corporate names, whether registered or unregistered, including all common law rights thereto, and all applications and registrations
therefor, and all goodwill associated with any of the foregoing or the business connected with the use of and symbolized by the foregoing.
“Trade
Secrets” means any trade secrets, confidential business information, concepts, ideas, designs, research or development information,
processes, procedures, techniques, technical information, specifications, operating and maintenance manuals, engineering drawings, methods,
know-how, data, mask works, discoveries, inventions (whether or not reduced to practice), modifications, extensions, improvements, technology,
and other proprietary rights, in each case whether or not patentable or copyrightable (including proprietary or confidential information,
systems, practices, algorithms, formulae, knowledge, results, protocols, models, drawings, materials, technical data or information,
and other information related to the development, marketing, pricing, distribution, cost, sales and manufacturing) together with any
and all notes, analysis, compilations, lab reports, notebooks, invention disclosures, studies, summaries, and other material to the extent
containing or based, in whole or in part, on any information included in the foregoing, including all copies and tangible embodiments
of any of the foregoing in whatever form or medium.
“Trading
Day” means any day on which the Trading Market is open for trading.
“Trading
Market” means the Stock Exchange on which the Company Ordinary Shares are listed for trading.
“Transaction
Agreements” means this Agreement, the Ancillary Agreements, the Subscription Agreements, the Nondisclosure Agreement, the Plans
of Merger and all the agreements, documents, instruments and certificates entered into in connection herewith or therewith and any and
all exhibits and schedules thereto.
“Transaction
Consideration” has the meaning specified in Section 3.9(f).
“Transaction
Consideration Value” means, in respect of any Transaction Consideration (expressed on a per-share basis (i.e., per Company
Ordinary Share acquired or otherwise exchanged in the applicable transaction)), either:
(a) with
respect to Transaction Consideration in the form of cash, the U.S. dollar amount of such cash;
(b) with
respect to Transaction Consideration in the form of securities listed and publicly traded on a Stock Exchange or other national securities
exchange:
i. if
holders of Company Ordinary Shares will receive a “floating” amount of such securities equal to a fixed U.S. dollar amount
of consideration, the Transaction Consideration Value shall be such fixed U.S. dollar amount of consideration;
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ii. if
holders of Company Ordinary Shares will receive a “fixed” number of such securities per Company Ordinary Share, the Transaction
Consideration Value of such consideration shall equal the product of (A) the number of securities to be received per Company Ordinary
Share multiplied by (B) the VWAP of one such security, determined for the twenty (20) continuous Trading Days ending three (3)
Business Days prior to the closing date of such transaction (as reported on Bloomberg); provided that, for purposes of this clause
(ii), references to “Company Ordinary Shares” in the definition of Trading Market shall be deemed to be references to the
Stock Exchange or other national securities exchange on which such securities are listed; or
(c) with
respect to Transaction Consideration in the form of other securities, property or other consideration, the Transaction Consideration
Value shall be the fair market value of such other securities, property or other consideration as determined in good faith by the Company
Board.
“Transactions”
means, collectively, the Mergers and each of the other transactions contemplated by this Agreement or any of the other Transaction Agreements.
“Treasury
Regulations” means the regulations promulgated under the Code by the United States Department of the Treasury (whether in final,
proposed or temporary form).
“Trust
Account” has the meaning specified in Section 10.1.
“Trust
Agreement” has the meaning specified in Section 6.8.
“Trustee”
has the meaning specified in Section 6.8.
“UK
Companies Act” means the Companies Act 2006.
“Unit
Separation” has the meaning specified in Section 3.7(a)(i).
“Unpaid
Company Expenses” has the meaning specified in Section 4.3(a)(i).
“Unpaid
SPAC Expenses” has the meaning specified in Section 4.3(a)(ii).
“Unpaid
Transaction Expenses” has the meaning specified in Section 4.3(a)(ii).
“VWAP”
means the volume weighted average price of a Company Ordinary Share, as reported on the Trading Market, determined for any Trading Days
(as reported on Bloomberg).
“Warrant
Adoption Agreement” has the meaning specified in the Recitals hereto.
“Working
Capital Loans” means any loan made to SPAC by any of the Sponsor, an Affiliate of the Sponsor, any direct or indirect equityholder
of the Sponsor or any Affiliate of the Sponsor or any of SPAC’s officers or directors for the purpose of financing any costs or
expenses of SPAC, including any such costs or expenses incurred in connection with a Business Combination.
1.2 Construction.
(a) Unless
the context of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words using the singular or
plural number also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,” “hereby,”
“hereto” and derivative or similar words refer to this entire Agreement, and references to a particular section of this Agreement
will include all subsections thereof, unless, in each case, the context otherwise requires; (iv) the terms “Article” or “Section”
refer to the specified Article or Section of this Agreement; (v) the word “including” shall mean “including, without
limitation”; (vi) the word “or” shall be disjunctive but not exclusive; (vii) the use of “Affiliates”
and “Subsidiaries” shall be deemed to be followed by the words “as such entities exist as of the relevant date of determination”;
(viii) the phrase “made available” or “delivered” by the Company Parties to SPAC, when used in reference
to a document, shall mean that the document was made available for viewing in the “newcleo” electronic data room (the “Data
Room”) hosted by https://app.global.datasite.com/, or otherwise delivered by or on behalf of the Company in the form of an
electronic record or an electronic communication at least two (2) Business Days prior to the date of this Agreement; (ix) the word
“extent” in the phrase “to the extent” means the degree to which a subject or thing extends, and such phrase
shall not simply mean “if”; and (x) the terms “ordinary course” or “ordinary course of business”
shall mean “ordinary course of business consistent with past practice.”
(b) Unless
the context of this Agreement otherwise requires, references to statutes shall include all regulations promulgated thereunder and references
to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing
the statute or regulation.
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(c) Whenever
this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified.
(d) All
accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP or IFRS, as applicable.
(e) When
calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement,
the date that is the reference date in calculating such period shall be excluded and if the last day of such period is a non-Business
Day, the period in question shall end on the next succeeding Business Day.
(f) To
the extent this Agreement provides for any valuation, measurement or test as of a given date based on an amount specified in Dollars
or US$ and the subjects of such valuation, measurement or test are comprised of items or matters that are, in whole or in part, denominated
other than in Dollars or US$, such non-Dollar or non-US$ amounts shall be converted into U.S. dollars using an exchange rate that will
be determined by the average of the European Central Bank daily fixings for the ten Business Days prior to such date for U.S. dollars
to amounts of such non-U.S. currency.
1.3 Knowledge.
As used herein, (i) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on
Section 1.3 of the Company Disclosure Letter, or the knowledge that any of them would be deemed to have following a reasonable
inquiry of his or her direct reports responsible for the applicable subject matter, and (ii) the phrase “to the knowledge”
of SPAC shall mean the knowledge of the individuals identified on Section 1.3 of the SPAC Disclosure Letter, or the knowledge
that any of them would be deemed to have following a reasonable inquiry of his or her direct reports responsible for the applicable subject
matter.
Article
II
PRE-CLOSING ACTIONS
2.1 Pre-Closing
Actions. Prior to the First Merger Effective Time, the Company shall use reasonable best efforts to cause the following actions
to take place or be effected:
(a) The
share premium account of the Company shall be reduced by such amount as is deemed to be required by the Company in good faith, among
other things, to permit the Company to satisfy the condition, set out at section 90(2) of the UK Companies Act, to the PLC Re-Registration
(as defined below) (the “Capital Reduction”).
(b) The
Company shall be re-registered as a public limited company (the “PLC Re-Registration”) and all filings with Companies
House required to effect the PLC Re-Registration in accordance with the UK Companies Act shall be made.
(c) The
amended and restated articles of association of the Company substantially in the form of Exhibit F attached hereto with such changes
thereto as may be made by the Company in good faith (such changes to be consistent with the Parties’ intentions for the Transactions,
including to effectuate Section 3.9(g)) (the “A&R Articles of Association”) shall become effective.
(d) Effective as of immediately prior to the Recapitalization, the issued
and outstanding share capital of the Company shall be redenominated as Dollar shares of a par value to be determined by the Company in
good faith in accordance with the UK Companies Act (the “Redenomination”).
(e) Effective
as of immediately (i) following the Redenomination and (ii) prior to the First Merger Effective Time, all of the issued and outstanding
Company Ordinary Shares as of immediately prior to such consolidation shall be consolidated into such number of Company Ordinary Shares
as is equal to the number of issued and outstanding Company Ordinary Shares multiplied by the Recapitalization Factor (the “Recapitalization,”
together with the adoption of the A&R Articles of Association, the Capital Reduction, the PLC Re-Registration and the Redenomination,
the “Capital Restructuring”); provided that no fraction of a Company Ordinary Share will be issued in or by
virtue of the Recapitalization, and the Company Board shall have the sole discretion to address the treatment any fractional shares in
accordance with the A&R Articles of Association. The Recapitalization Factor shall be equitably adjusted to reflect appropriately
the effect of any share split, subdivision, combination, consolidation, capitalization, share dividend or share distribution, reorganization,
recapitalization, reclassification, consolidation, exchange of shares or other like change that has occurred with respect to Company
Ordinary Shares on or after the date hereof and prior to the Recapitalization.
(f) Effective
as of immediately following the Recapitalization and prior to the First Merger Effective Time, the Company shall allot and issue the
Company Earnout Shares to the Company Earnout Shareholders by way of a bonus issue (the “Company Earnout Share Bonus Issue”).
- 19 -
(g) Effective
as of immediately following the Recapitalization, each Company Option (whether vested or unvested) outstanding as of the effective time
of the Recapitalization will, pursuant to a resolution of the Company Board and without any action on the part of any holder of such
Company Option or beneficiary thereof, continue to be an option to purchase Company Ordinary Shares (each a “Continuing Option”)
subject to substantially the same terms and conditions as were applicable to such Company Option immediately before the effectiveness
of the Recapitalization (including vesting, expiration date and exercise provisions), except that: (i) each Continuing Option shall
be exercisable for a number of Company Ordinary Shares equal to the product of (A) the number of pre-Recapitalization Company Ordinary
Shares subject to such Company Option immediately before the effectiveness of the Recapitalization multiplied by (B) the
Recapitalization Factor (rounded down to the nearest whole share); and (ii) the per share exercise price for each Company Ordinary Share
issuable upon exercise of the Continuing Option shall be equal to the quotient obtained by dividing (A) the exercise price per pre-Recapitalization
Company Ordinary Share subject to such Company Option immediately before the effectiveness of the Recapitalization by (B) the Recapitalization
Factor (rounded up to the nearest whole cent); provided that the exercise price and the number of Company Ordinary Shares purchasable
under each Continuing Option shall, to the extent applicable, be determined in a manner consistent with the requirements of Section 409A
of the Code and the applicable regulations promulgated thereunder; and provided, further, that in the case of any Company
Option to which Section 422 of the Code applies, the exercise price and the number of Company Ordinary Shares purchasable under such
Continuing Option shall be determined in accordance with the foregoing in a manner that satisfies the requirements of Section 424(a)
of the Code.
(h) Effective
as of immediately following the Recapitalization, each Company RSU (whether vested or unvested) outstanding as of the effective time
of the Recapitalization will, pursuant to a resolution of the Company Board and without any action on the part of any holder of such
Company RSU or beneficiary thereof, continue to be a restricted stock unit to be settled in Company Ordinary Shares (each a “Continuing
RSU”) subject to substantially the same terms and conditions as were applicable to such Company RSU immediately before the
effectiveness of the Recapitalization (including vesting, expiration date and exercise provisions), except that each Continuing RSU shall
be settleable for a number of Company Ordinary Shares equal to the product of (A) the number of pre-Recapitalization Company Ordinary
Shares into which such Company RSU is settleable immediately before the effectiveness of the Recapitalization multiplied by (B) the
Recapitalization Factor (rounded down to the nearest whole share).
(i) Effective as of immediately following the Recapitalization and prior
to the First Merger Effective Time, the Company shall grant to each Company Option Holder, in respect of each Continuing Option, a Company
Earnout Bonus Option in respect of a number of Company Ordinary Shares equal to the product of (i) the number of Company Ordinary Shares
underlying such Continuing Option as of immediately prior to the First Merger Effective Time multiplied by (ii) 0.1 (the “Company
Earnout Option Bonus Issue”). The Company Earnout Bonus Options will be granted pursuant to, and subject to the terms and conditions
of, the Company Post-Closing Equity Plan and an applicable award agreement thereunder. The Company Earnout Bonus Options will vest and
become exercisable upon the satisfaction of both of the following: (A) the corresponding Continuing Option with respect to which
such Company Earnout Bonus Option was granted having become vested and exercised in accordance with its terms and (B) the applicable
Conversion Event occurring with respect to such Company Earnout Bonus Option in accordance with Section 3.9 hereof. The Company
Options will have a nominal value exercise price. A Company Earnout Bonus Option will otherwise be subject to substantially the same terms
and conditions (including expiration date) as apply to the corresponding Continuing Option with respect to which they were granted.
(j) Effective
as of immediately following the Recapitalization and prior to the First Merger Effective Time, the Company shall grant to each Company
RSU Holder, in respect of each Continuing RSU, a number of Company Earnout Bonus RSUs equal to the product of (i) the number of Company
Ordinary Shares underlying such Continuing RSU as of immediately prior to the First Merger Effective Time multiplied by (ii) 0.1
(the “Company Earnout RSU Bonus Issue”). The Company Earnout Bonus RSUs will be granted pursuant to, and subject to
the terms and conditions of, the Company Post-Closing Equity Plan and an applicable award agreement thereunder. The Company Earnout Bonus
RSUs will vest upon satisfaction of both of the following: (A) the corresponding Continuing RSU with respect to which such Company
Earnout Bonus RSUs are granted having become vested in accordance with its terms and (B) the applicable Conversion Event occurring with
respect to such Company Earnout Bonus RSUs in accordance with Section 3.9 hereof. Upon vesting, the Company Earnout Bonus RSUs
shall convert into Company Ordinary Shares within 30 days following the applicable vesting date. The Company Earnout Bonus RSUs will
otherwise be subject to substantially the same terms and conditions as apply to the corresponding Continuing RSU with respect to which
they were granted.
(k) The
Company shall use reasonable best efforts to take (or caused to be taken) all such actions as are reasonably necessary or appropriate,
and to make all such changes or adjustments as necessary or appropriate to the Company Equity Awards in accordance with applicable Laws
and any Contracts evidencing Company Equity Awards, in each case, to effect the transactions contemplated under Section 2.1(g)
through Section 2.1(j).
(l) For
illustrative purposes only, an illustrative example of the recapitalized Company is set forth on Section 2.1(l) of the Company
Disclosure Letter.
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Article
III
MERGERS
3.1 Mergers.
(a) Upon
the terms and subject to the conditions set forth in this Agreement and the First Plan of Merger, to be executed and filed in accordance
with the applicable provisions of the Cayman Companies Act, at the First Merger Effective Time, SPAC and Merger Sub 1 shall consummate
a merger pursuant to which Merger Sub 1 shall be merged with and into SPAC pursuant to Section 233 of the Cayman Companies Act, at which
time the separate corporate existence of Merger Sub 1 shall cease and SPAC shall continue as the surviving company and a direct, wholly
owned Subsidiary of the Company (the “First Merger”). SPAC, as the surviving company of the First Merger is herein
sometimes referred to as the “First Merger Surviving Company”.
(b) Upon
the terms and subject to the conditions set forth in this Agreement and the Second Plan of Merger to be executed and filed in accordance
with the applicable provisions of the Cayman Companies Act, at the Second Merger Effective Time, First Merger Surviving Company and Merger
Sub 2 shall consummate a merger pursuant to which First Merger Surviving Company shall be merged with and into Merger Sub 2 pursuant
to section 233 of the Cayman Companies Act, at which time the separate corporate existence of First Merger Surviving Company shall cease
and Merger Sub 2 shall continue as the surviving company and a direct, wholly owned Subsidiary of the Company (the “Second Merger”).
Merger Sub 2, as the surviving company of the Second Merger is herein sometimes referred to as the “Second Merger Surviving
Company”.
3.2 Merger
Closing. Subject to the terms and conditions of this Agreement and the Plans of Merger, the closing of the Mergers (the “Closing”)
shall take place on the date which is three (3) Business Days after the date on which all conditions set forth in Article VIII
shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject
to the satisfaction or waiver of such conditions at the Closing) or such other time and place as SPAC and the Company may mutually agree
in writing.
3.3 Merger
Effective Times.
(a) Subject
to the satisfaction or waiver of all of the conditions set forth in Article VIII, on the Closing Date (as defined below),
SPAC and Merger Sub 1 shall cause the First Merger to be consummated by: (i) executing the First Plan of Merger; and (ii) filing, or
causing to be filed, the First Plan of Merger and such other documents and declarations required under the Cayman Companies Act to effect
the First Merger with the Registrar of Companies of the Cayman Islands (the “Cayman Registrar”), as required by Section
233 of the Cayman Companies Act. The First Merger shall become effective on the date that the First Plan of Merger has been registered
by the Cayman Registrar or at such later time or on such later date as may be agreed by SPAC and the Company in writing, subject to the
limitations specified in the Cayman Companies Act, and specified in the First Plan of Merger (the “First Merger Effective Time”).
(b) Subject
to the satisfaction or waiver of all of the conditions set forth in Article VIII, on the Closing Date (as defined below),
Merger Sub 2 and First Merger Surviving Company shall cause the Second Merger to be consummated by: (i) executing the Second Plan of
Merger; and (ii) filing, or causing to be filed, the Second Plan of Merger and such other documents and declarations required under the
Cayman Companies Act to effect the Second Merger with the Cayman Registrar as required by Section 233 of the Cayman Companies Act. The
Second Merger shall become effective on the date that the Second Plan of Merger has been registered by the Cayman Registrar or at such
later time or on such later date as may be agreed by First Merger Surviving Company and the Company in writing, subject to the limitations
specified in the Cayman Companies Act, and specified in the Second Plan of Merger (the “Second Merger Effective Time”);
provided that the Second Merger Effective Time shall occur after the First Merger Effective Time.
3.4 Effects
of the Mergers.
(a) At
and after the First Merger Effective Time, the First Merger shall have the effects specified in this Agreement, the First Plan of Merger
and the applicable provisions of the Cayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at
the First Merger Effective Time, all the rights, property of every description, including choses in action, and the business, undertaking,
goodwill, benefits, immunities and privileges of each of SPAC and Merger Sub 1 shall immediately vest in the First Merger Surviving Company,
and the First Merger Surviving Company shall be liable for and subject in the same manner as SPAC and Merger Sub 1 to all mortgages,
charges or security interests and all Contracts, obligations, claims, debts and liabilities of each of SPAC and Merger Sub 1 in accordance
with the Cayman Companies Act.
(b) At
and after the Second Merger Effective Time, the Second Merger shall have the effects specified in this Agreement, the Second Plan of
Merger and the applicable provisions of the Cayman Companies Act. Without limiting the generality of the foregoing, and subject thereto,
at the Second Merger Effective Time, all the rights, property of every description, including choses in action, and the business, undertaking,
goodwill, benefits, immunities and privileges of each of SPAC and Merger Sub 2 shall immediately vest in the Second Merger Surviving
Company, and the Second Merger Surviving Company shall be liable for and subject in the same manner as SPAC and Merger Sub 2 to all mortgages,
charges or security interests and all Contracts, obligations, claims, debts and liabilities of each of SPAC and Merger Sub 2 in accordance
with the Cayman Companies Act.
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3.5 Governing
Documents of the Surviving Companies.
(a) In
accordance with the First Plan of Merger, the memorandum and articles of association of Merger Sub 1 as in effect immediately prior to
the First Merger Effective Time shall be the memorandum and articles of association of the First Merger Surviving Company (the “First
Merger Surviving Company M&A”) following the First Merger Effective Time until further amended and/or restated in accordance
with the terms thereof and the Cayman Companies Act.
(b) In
accordance with the Second Plan of Merger, the memorandum and articles of association of Merger Sub 2 as in effect immediately prior
to the Second Merger Effective Time shall be the memorandum and articles of association of the Second Merger Surviving Company (the “Second
Merger Surviving Company M&A”) following the Second Merger Effective Time until further amended and/or restated in accordance
with the terms thereof and the Cayman Companies Act.
3.6 Directors
and Officers of the Surviving Companies.
(a) At
the First Merger Effective Time, the directors and officers of SPAC as of immediately prior to the First Merger Effective Time, shall
resign and, with effect from the First Merger Effective Time, cease to hold office, and the directors and officers of Merger Sub 1 immediately
prior to the First Merger Effective Time shall become the initial directors and officers of the First Merger Surviving Company, each
to hold office in accordance with the First Merger Surviving Company M&A, and until their respective successors are duly elected
or appointed and qualified or until the earlier of their death, resignation or removal in accordance with the First Merger Surviving
Company M&A. At the First Merger Effective Time, the board of directors and officers of Merger Sub 1 shall automatically cease to
hold such office.
(b) At
the Second Merger Effective Time, the directors and officers of First Merger Surviving Company as of immediately prior to the Second
Merger Effective Time, shall resign and, with effect from the Second Merger Effective Time, cease to hold office, and the directors and
officers of Merger Sub 2 immediately prior to the Second Merger Effective Time shall become the initial directors and officers of the
Second Merger Surviving Company, each to hold office in accordance with the Second Merger Surviving Company M&A, and until their
respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance
with the Second Merger Surviving Company M&A. At the Second Merger Effective Time, the board of directors of Merger Sub 2 shall automatically
cease to hold such office.
3.7 Effects
of the Mergers on the Share Capital of SPAC and the Merger Subs.
(a) At
the First Merger Effective Time, by virtue of the First Merger and without any action on the part of SPAC, the Merger Subs, the Company
or any holder of SPAC Securities:
(i) each
SPAC Unit outstanding immediately prior to the First Merger Effective Time shall be automatically detached, and the holder thereof shall
be deemed to hold one (1) SPAC Class A Ordinary Share and one-half (1/2) of a SPAC Public Warrant in accordance with the terms of the
applicable SPAC Unit, with any fractional SPAC Public Warrant rounded down to the nearest whole number of SPAC Public Warrants (the “Unit
Separation”), and immediately following the Unit Separation, all SPAC Units shall automatically be cancelled and shall cease
to exist and the holders of SPAC Units immediately prior to the Unit Separation shall cease to have any rights with respect to such SPAC
Units except as provided herein;
(ii) each
SPAC Ordinary Share (which, for the avoidance of doubt, includes the SPAC Class A Ordinary Shares held as a result of the Unit Separation)
that is issued and outstanding immediately prior to the First Merger Effective Time (other than the Sponsor Forfeited Equity, SPAC Dissenting
Shares, Redeeming SPAC Shares and the shares set forth in Section 3.7(a)(vi)) shall automatically be converted into, and the holder
of such SPAC Ordinary Share, shall be entitled to receive, one (1) newly issued, fully paid and non-assessable Company Ordinary Share
(the aggregate number of Company Ordinary Shares thus issued to all holders of SPAC Ordinary Shares (other than the holders of the SPAC
Dissenting Shares and Redeeming SPAC Shares) in connection with the First Merger is referred to herein as the “SPAC Exchange
Shares”), and all SPAC Ordinary Shares (other than the SPAC Dissenting Shares, Redeeming SPAC Shares and the shares set forth
in Section 3.7(a)(vi)) converted into the right to receive Company Ordinary Shares pursuant to this Section 3.7(a)(ii)
shall no longer be issued or outstanding and shall automatically be cancelled and cease to exist at the First Merger Effective Time,
and each holder of SPAC Ordinary Shares (other than the SPAC Dissenting Shares, Redeeming SPAC Shares and the shares set forth in Section
3.7(a)(vi)) shall thereafter cease to have any rights with respect thereto, except for the right to receive the SPAC Exchange Shares
into which such SPAC Ordinary Shares shall have been converted in the First Merger, as set forth in this Section 3.7(a)(ii);
(iii) each
SPAC Dissenting Share issued and outstanding immediately prior to the First Merger Effective Time shall automatically be cancelled and
cease to exist in accordance with Section 4.8 and shall carry no rights other than the right to receive the applicable payment
as set forth in Section 4.8;
(iv) each
Redeeming SPAC Share issued and outstanding immediately prior to the First Merger Effective Time (if any) shall no longer be outstanding
and shall automatically be cancelled and cease to exist, and each holder of such Redeeming SPAC Shares shall thereafter cease to have
any rights with respect to such Redeeming SPAC Shares except the right of the holder thereof to be paid in accordance with the SPAC Articles;
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(v) each
SPAC Warrant that is issued, outstanding and unexercised immediately prior to the First Merger Effective Time (but, for the avoidance
of doubt, after the Unit Separation) shall, subject to Section 7.21, be terminated in exchange for the right to receive,
a warrant to acquire one (1) Company Ordinary Share (each, a “Company Warrant”) pursuant to the Closing Warrant Agreement
(all Company Warrants issued to all holders of SPAC Warrants in connection with the First Merger are referred to herein as the “SPAC
Exchange Warrants”), and the Company shall take all corporate actions necessary to authorize for future issuance, and shall
maintain such authorization for so long as any of the SPAC Exchange Warrants remain outstanding, a sufficient number of Company Ordinary
Shares for delivery upon the valid exercise of such SPAC Exchange Warrants, and, subject to the terms and subject to the conditions set
forth in the Closing Warrant Agreement, all SPAC Warrants shall no longer be issued or outstanding and shall automatically be cancelled
and shall cease to exist, and each holder of SPAC Warrants shall thereafter cease to have any rights with respect thereto, except the
right to receive the consideration set forth in this Section 3.7(a)(v); and
(vi) notwithstanding
Section 3.7(a)(ii) or any other provision of this Agreement to the contrary, if there are any SPAC Ordinary Shares or equity securities
of SPAC that are owned by SPAC as treasury shares immediately prior to the First Merger Effective Time, such shares shall automatically
be cancelled and shall cease to exist without any conversion thereof or payment or other consideration therefor.
(b) At
the First Merger Effective Time, by virtue of the First Merger and without any action on the part of SPAC, the Company, Merger Sub 1
or any holder of SPAC Securities, each ordinary share of Merger Sub 1 of a par value of US$0.0001 per share, issued and outstanding immediately
prior to the First Merger Effective Time shall be converted into and become one (1) validly issued, fully paid and non-assessable ordinary
share of a par value of US$0.0001 per share, of the First Merger Surviving Company. Such ordinary share(s) of the First Merger Surviving
Company shall constitute the only issued and outstanding share capital of the First Merger Surviving Company upon the First Merger Effective
Time.
(c) At
the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of SPAC (or the First Merger Surviving
Company, as the case may be), the Company, Merger Sub 2 or any holder of SPAC Securities, each ordinary share of First Merger Surviving
Company, par value US$0.0001 per share, issued and outstanding immediately prior to the Second Merger Effective Time shall be converted
into and become one (1) validly issued, fully paid and non-assessable ordinary share, par value US$0.0001 per share, of the Second Merger
Surviving Company. Such ordinary shares of the Second Merger Surviving Company (which, for the avoidance of doubt, shall include any
shares held by the Company in the capital of Merger Sub 2 prior to the consummation of the Second Merger) shall constitute the only issued
and outstanding share capital of the Second Merger Surviving Company upon the Second Merger Effective Time.
3.8 Taking
of Necessary Action; Further Action. If, at any time after the First Merger Effective Time or the Second Merger Effective Time,
as applicable, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the First Merger
Surviving Company following the First Merger or the Second Merger Surviving Company following the Second Merger with full right, title
and possession to all assets, property, rights, privileges, powers and franchises of SPAC, Merger Sub 1 and Merger Sub 2, the officers
and directors (or their designees) of the First Merger Surviving Company or the Second Merger Surviving Company, as applicable, are fully
authorized in the name of their respective companies or otherwise to take, and will take, all such lawful and necessary action, so long
as such action is not inconsistent with this Agreement.
3.9 Company
Earnout Shares; Conversion Events; Conversion Thresholds.
(a) With respect to the period commencing immediately following the Closing
and ending on the fifth (5th) anniversary of the Closing Date (the “Measurement Period”), (A) the
Company Earnout Shareholders shall have the right to realize their respective Shareholder Earnout Portion of the Company Earnout Shares
based on the performance of the Company Ordinary Shares during the Measurement Period, and (B) the Company Earnout Bonus Options
and Company Earnout Bonus RSUs held by the Company Option Holders and Company RSU Holders respectively, shall, in each case, vest in accordance
with the terms and conditions of this Section 3.9.
(b) The
Company shall take all required actions pursuant to and in accordance with the terms of this Agreement and the A&R Articles of Association
to cause the (i) Earnout Portion of the Company Earnout Shares to be realized by the Company Earnout Shareholders and (ii) the Company
Earnout Bonus Options and the Company Earnout Bonus RSUs to vest (and, if applicable, become exercisable), in each case in the event
that one or more of the following thresholds set forth in this Section 3.9(b) is satisfied during the Measurement Period (each
such event, an “Conversion Event”):
(i) Conversion
Threshold I: Fifty percent (50%) of (A) the total Company Earnout Shares shall be converted into (or converted into the right to
receive) Company Ordinary Shares and (B) the total Company Bonus Options and Company Bonus RSUs shall become vested (and, if applicable,
become exercisable), in each case in the event that the VWAP of the Company Ordinary Shares shall equal or exceed fifteen dollars ($15.00)
for any twenty (20) Trading Days within a thirty (30) Trading Day period during the Measurement Period; and
(ii) Conversion
Threshold II: Fifty percent (50%) of (A) the total Company Earnout Shares shall be converted into (or converted into the right to
receive) Company Ordinary Shares and (B) the total Company Bonus Options and Company Bonus RSUs shall become vested (and, if applicable,
become exercisable), in each case in the event that the VWAP of the Company Ordinary Shares shall equal or exceed eighteen dollars ($18.00)
for any twenty (20) Trading Days within a thirty (30) Trading Day period during the Measurement Period.
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(c) Following
a Conversion Event, such conversion (or vesting, as applicable) shall, subject to Section 3.9(g), occur in accordance with
the terms of this Agreement, the A&R Articles of Association and the Company Post-Closing Equity Plan (in the case of Company Earnout
Bonus Options and Company Earnout Bonus RSUs) and the Company shall (or shall cause its transfer agent to) provide evidence of such conversion
to the Company Earnout Shareholders and otherwise take all actions necessary to give effect to the foregoing.
(d) The
thresholds (and, for the avoidance of doubt, the VWAP amounts referenced therein) set forth in Section 3.9(b) and, in the case
of Company Earnout Shares, the applicable number of Company Earnout Shares that are convertible into Company Ordinary Shares (or, in
the case of Company Earnout Bonus Options and Company Earnout Bonus RSUs, the number of Company Ordinary Shares underlying such awards)
in respect of each Conversion Event shall be subject to adjustment as determined by the Company Board equitably to reflect appropriately
the effect of any share split, subdivision, combination, consolidation, capitalization, share dividend or share distribution, reorganization,
recapitalization, reclassification, consolidation, exchange of shares or other like change that has occurred with respect to Company
Ordinary Shares after the Closing and prior to the end of the Measurement Period.
(e) To the extent (i) any amount of Company Earnout Shares has not been
converted or (ii) any Company Earnout Bonus Options or Company Earnout Bonus RSUs have not vested on or before the expiry of the Measurement
Period due to failure of a Conversion Event to occur in accordance with Section 3.9(b) during the Measurement Period, the
Company Earnout Shareholders shall have no future rights to convert any such unconverted Company Earnout Shares and the Company Earnout
Bonus Options and Company Earnout Bonus RSUs shall be immediately forfeited, lapsed or cancelled, as applicable, without any payment to
the holder thereof; provided that, for the avoidance of doubt, in the event a Conversion Event has occurred on or prior to the
end of the Measurement Period, but the Company Earnout Shares to be converted as a result of such Issuance Event have not yet been converted
by the end of the Measurement Period or the Company Earnout Bonus Options or Company Earnout Bonus RSUs have not yet been exercised or
settled, as applicable, in Company Ordinary Shares, the Company Earnout Shares to be converted in such circumstance shall be converted
pursuant to this Section 3.9 and the Company Ordinary Shares underlying such Company Earnout Bonus Options and Company Earnout
Bonus RSUs, as applicable, shall be delivered to the applicable holder thereof, even if such conversion or settlement, as applicable,
occurs after the end of the Measurement Period.
(f) Notwithstanding
anything to the contrary in this Agreement, in the event that, prior to the expiration of the Measurement Period and before the thresholds
set forth in Section 3.9(b) are satisfied, the Company consummates a merger, consolidation, business combination, tender offer,
reorganization, recapitalization or other transaction or series of related transactions pursuant to which the holders of Company Ordinary
Shares have the right to receive cash or securities (collectively, “Transaction Consideration”) in exchange for their
shares, and the Transaction Consideration Value of such Transaction Consideration per Company Ordinary Share (the “Per Share
Transaction Value”) equals or exceeds the VWAP referenced in a threshold set forth in Section 3.9(b), then, effective
as of immediately prior to the consummation of any such transaction, (A) in the case of Company Earnout Shares, the lesser of (i) the
number of Company Earnout Shares that would have been converted under this Section 3.9 if the Per Share Transaction Value had
been the VWAP of the Company Ordinary Shares for any twenty (20) Trading Days within a thirty (30) Trading Day period during the Measurement
Period and (ii) the remaining Company Earnout Shares that have not yet been converted as of such date, in each case, shall be converted
into (or converted into the right to receive) Company Ordinary Shares and (B) in the case of Company Earnout Bonus Options and Company
Earnout Bonus RSUs, the lesser of (i) the number of such Company Earnout Bonus Options and Company Earnout Bonus RSUs that would have
become vested (and, if applicable, become exercisable) under this Section 3.9 if the Per Share Transaction Value had been the
VWAP of the Company Ordinary Shares for any twenty (20) Trading Days within a thirty (30) Trading Day period during the Measurement Period
and (ii) the remaining unvested Company Earnout Bonus Options and Company Earnout Bonus RSUs, as applicable, that have not yet become
vested as of such date, in each case, shall become immediately vested (and, if applicable, become exercisable). For the avoidance of
doubt, if the Per Share Transaction Value is less than any conversion threshold set forth in Section 3.9(b), no Company Earnout
Shares shall be converted pursuant to this Section 3.9(f) and no Company Earnout Bonus Options or Company Earnout Bonus RSUs shall
vest (and, if applicable, become exercisable).
(g) No
Company Earnout Shares shall be converted by any Company Earnout Shareholder, no Company Earnout Bonus Options shall be exercisable by
any Company Option Holder, and no Company Earnout Bonus RSUs shall convert into Company Ordinary Shares of held by any Company RSU Holder,
in each case who is required to file notification pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR
Act”) or under any applicable antitrust Law of any non-U.S. jurisdictions (collectively, “Foreign Antitrust Laws”)
until any applicable waiting period pursuant to the HSR Act or Foreign Antitrust Laws has expired or been terminated (provided
that any such Person has notified the Company of such required filing pursuant to the HSR Act or Foreign Antitrust Laws in connection
therewith following reasonable advance notice from the Company of such reasonably anticipated conversion, exercise or settlement, as
applicable).
(h) The
terms and conditions governing the right to receive Company Earnout Shares are intended to meet the conditions set forth in Revenue Procedure
84-42, and any issuance of the Company Earnout Shares shall be treated as an adjustment to the consideration received in the Recapitalization
by the parties for Tax purposes and not treated as “other property” within the meaning of Section 356 of the Code, unless
required pursuant to a “determination” within the meaning of Section 1313(a) of the Code or otherwise required by Law.
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(i) Notwithstanding
anything to the contrary in this Section 3.9, the Company shall determine the method by which the rights to receive the Company
Earnout Shares and the Company Ordinary Shares into which such Company Earnout Shares are convertible shall be effected, provided
that such determination shall be made in good faith and to be consistent with the Parties’ intentions for the Transactions with
respect to the Company Earnout Shares.
Article
IV
CLOSING
4.1 Closing.
(a) In
accordance with the terms and subject to the conditions of this Agreement, the Closing shall take place by conference call and by exchange
of signature pages by email or other electronic transmission at a time and date to be specified in writing by the Company and SPAC, which
shall be no later than three (3) Business Days after the first date on which all conditions set forth in Article VIII shall
have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the
satisfaction or waiver thereof), or such other time and place as SPAC and the Company may mutually agree in writing. The date of the
Closing shall be referred to herein as the “Closing Date.”
4.2 Closing
Deliverables.
(a) At
or prior to the Closing, the Company Parties will deliver, or cause to be delivered:
(i) to
SPAC, a certificate signed by an executive officer of the Company, dated as of the date of Closing, certifying that the conditions specified
in Section 8.2(a), Section 8.2(b) and Section 8.2(c) have been fulfilled;
(ii) to
the Exchange Agent, pursuant to Section 4.4, the SPAC Exchange Shares and SPAC Exchange Warrants;
(iii) to
SPAC, the Registration Rights Agreement, duly executed by the Company and the Company Shareholders contemplated to be party thereto;
(iv) to
SPAC, the Closing Warrant Agreement, duly executed by the Company;
(v) to
SPAC (A) a copy of the effective A&R Articles of Association and (B) written confirmation that the Capital Restructuring has been
completed; and
(vi) to
SPAC, duly executed copies of the Plans of Merger and such other documents and declarations required to be filed with the Cayman Registrar
pursuant to Section 233 of the Cayman Companies Act.
(b) At
or prior to the Closing, SPAC will deliver or cause to be delivered to the Company:
(i) a
certificate signed by an executive officer of SPAC, dated the Closing Date, certifying that the conditions specified in Section 8.3(a),
Section 8.3(b), and Section 8.3(c) have been fulfilled;
(ii) the
Registration Rights Agreement, duly executed by duly authorized representatives of SPAC, the Sponsor and the other parties thereto other
than the Company (and other than the PIPE Investors party thereto);
(iii) the
Closing Warrant Agreement, duly executed by the SPAC and the other parties thereto other than the Company; and
(iv) duly
executed copies of the First Plan of Merger and such other documents and declarations required to be filed with the Cayman Registrar
by Section 233 of the Cayman Companies Act.
4.3 Closing
Statements.
(a) No
sooner than five (5) or later than two (2) Business Days prior to the Closing Date:
(i) The
Company Parties shall deliver to SPAC a certificate duly executed by an authorized officer of the Company (the “Company Closing
Statement”) setting forth: (A) to the extent the Company Parties desire for such Company Transaction Expenses to be paid at
the Closing out of the Trust Account, a statement of the aggregate accrued and unpaid Company Transaction Expenses as of immediately
prior to the Closing (the “Unpaid Company Expenses”), which shall include the respective amounts and wire transfer
instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee,
the certified Taxpayer Identification Numbers, of each payee; and (B) the number of Company Ordinary Shares to be issued and outstanding
as of immediately prior to the Closing after giving effect to the Capital Restructuring.
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(ii) SPAC
shall deliver to the Company a certificate duly executed by an authorized officer of SPAC (the “SPAC Closing Statement”
and, together with the Company Closing Statement, the “Closing Statements”), setting forth: (A) the aggregate accrued
and unpaid SPAC Transaction Expenses as of immediately prior to the Closing (the “Unpaid SPAC Expenses” and, together
with the Unpaid Company Expenses, the “Unpaid Transaction Expenses”), which shall include the respective amounts and
wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required
by the Trustee, the certified Taxpayer Identification Numbers, of each payee; (B) the number of SPAC Class A Ordinary Shares, SPAC Class
B Ordinary Shares and SPAC Warrants to be issued and outstanding as of immediately prior to the First Merger Effective Time after giving
effect to the Unit Separation and any valid exercise of SPAC Shareholder Redemption right; (C) the amount of cash in the Trust Account
(after deducting the SPAC Shareholder Redemption amount) as of the Closing Date; and (D) a calculation of the SPAC Exchange Shares and
SPAC Exchange Warrants pursuant to Section 3.7(a).
(iii) On
the Closing Date, concurrently with the First Merger Effective Time, pursuant to Section 7.13, SPAC shall pay, or cause the Trustee
to pay at the direction and on behalf of SPAC, by wire transfer of immediately available funds from the Trust Account (i) as and
when due all amounts payable on account of the SPAC Shareholder Redemption amount to former SPAC Public Shareholders pursuant to their
valid exercise of the SPAC Shareholder Redemption right, (ii) all Unpaid Company Expenses, as and to the extent set forth on the Company
Closing Statement, and all Unpaid SPAC Expenses, as set forth on the SPAC Closing Statement, and (iii) immediately thereafter, all remaining
amounts then available in the Trust Account (if any) to a bank account designated by the Company for its immediate use (subject to any
applicable terms and conditions of the Sponsor Support Agreement), subject to this Agreement and the Trust Agreement, and thereafter,
the Trust Account shall terminate, except as otherwise provided in the Trust Agreement.
(b) Each
of the Company Parties and SPAC shall (i) provide the other Parties hereto and their respective Representatives with reasonable access
to the relevant books, records and finance personnel of such party to enable the other Parties hereto and their respective Representatives
to review and analyze the amounts set forth on the Closing Statements, and (ii) make such amendments to the Closing Statements as
the Parties may mutually and in good faith agree.
4.4 Delivery
of SPAC Exchange Shares and SPAC Exchange Warrants.
(a) Following
the date hereof and prior to the Closing Date, the Company shall appoint Continental Stock Transfer & Trust Company as an exchange
agent (the “Exchange Agent”) to act as the exchange agent in connection with the First Merger, and, if required by
the Exchange Agent, enter into an exchange agent agreement (in a form and substance that is reasonably acceptable to SPAC and the Company)
in order for, among other things, the Exchange Agent to make the distributions contemplated by this Section 4.4.
(b) At
least two (2) Business Days prior to the Closing, the Company shall send, or shall use its reasonable best efforts to cause the Exchange
Agent to send, to each holder of SPAC Ordinary Shares (other than holders of Redeeming SPAC Shares and SPAC Dissenting Shareholders)
instructions and/or any documents as may be reasonably required for the delivery of the SPAC Exchange Shares and SPAC Exchange Warrants
in accordance with this Section 4.4(b), and SPAC shall deliver, or cause each such holder of SPAC Ordinary Shares to deliver,
to the Exchange Agent, such information and/or documents (including, if necessary or appropriate, a letter of transmittal) reasonably
requested by the Exchange Agent, for the purpose of updating the register of members (and, if applicable, warrants register) of the Company
to reflect such delivery of the SPAC Exchange Shares and SPAC Exchange Warrants to such holder of SPAC Ordinary Shares in accordance
with this Section 4.4(b).
(c) Immediately
prior to or at the Closing, the Company shall deposit, or cause to be deposited, with the Exchange Agent: (i) evidence in book-entry
form of the Company Ordinary Shares representing the number of the Company Ordinary Shares required to be issued or already issued (as
applicable) to (A) the holders of SPAC Ordinary Shares (other than holders of Redeeming SPAC Shares and SPAC Dissenting Shareholders)
in connection with the First Merger as the SPAC Exchange Shares under Section 3.7(a)(ii), and (B) any additional Persons, if any,
who become shareholders of the Company pursuant to the PIPE Investment; and (ii) the SPAC Exchange Warrants.
(d) At
the Closing, the Company shall: (i) instruct the Exchange Agent to deliver to such holder the SPAC Exchange Shares or the SPAC Exchange
Warrants, as applicable, to which such holder is entitled pursuant to Section 3.7(a)(ii) or Section 3.7(a)(iv), and in
exchange any outstanding SPAC Ordinary Shares or SPAC Warrants shall be cancelled as a result of the First Merger, without any further
action by any Party; and (ii) update its register of members (and, if applicable, warrants register) in accordance with this Section
4.4(d).
(e) At
and after the Closing, any certificate(s) representing SPAC Ordinary Shares (other than SPAC Dissenting Shares, Redeeming SPAC Shares
and the shares set forth in Section 3.7(a)(vi)) or SPAC Warrants shall be deemed to evidence such holder’s right to receive
its respective portion of the SPAC Exchange Shares or SPAC Exchange Warrants, as applicable, into which such SPAC Ordinary Shares or
SPAC Warrants shall have been converted by the First Merger. From and after the Closing, all previous holders of SPAC Ordinary Shares
or SPAC Warrants shall cease to have any rights as shareholders or equityholders of SPAC other than the right to receive such holder’s
respective portion of the SPAC Exchange Shares or the SPAC Exchange Warrants, as applicable, into which such SPAC Ordinary Shares and
SPAC Warrants have been converted pursuant to this Agreement, without interest, or, in the case of (i) holders of Redeeming SPAC Shares,
the right to receive the applicable payment of SPAC Shareholder Redemption in accordance with Section 3.7(a)(iv), and (ii) SPAC
Dissenting Shareholders, the right to receive the applicable payment as set forth in this Section 4.4.
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(f) Promptly
following the date that is six (6) months after the Closing, the Company shall instruct the Exchange Agent to deliver to the Company
all documents in its possession relating to the transactions contemplated hereby, and the Exchange Agent’s duties shall terminate.
Thereafter, any portion of the SPAC Exchange Shares or SPAC Exchange Warrants, as the case may be, that remains unclaimed shall be returned
to the Company, and any Person that was a holder of SPAC Ordinary Shares or SPAC Warrants as of immediately prior to the Closing that
has not claimed its portion of SPAC Exchange Shares or SPAC Exchange Warrants, as the case may be, in accordance with this Section
4.4 prior to the date that is six (6) months after the Closing, may claim from the Company, and the Company shall promptly deliver,
such applicable portion of the SPAC Exchange Shares or SPAC Exchange Warrants without any interest thereupon. None of SPAC or the Company
Parties or the Exchange Agent shall be liable to any Person in respect of any of the SPAC Exchange Shares or SPAC Exchange Warrants delivered
to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar Laws. If any such shares
or warrants shall not have been transferred immediately prior to such date on which any amounts payable pursuant to this Article IV
would otherwise escheat to or become the property of any Governmental Authority, any such amounts shall, to the extent permitted by applicable
Law, become the property of the Company, free and clear of all claims or interest of any Person previously entitled thereto.
4.5 Directors
and Officers. Subject to Section 7.22(a), the Persons appointed by the Company to be the directors and officers of
the Company as of immediately after the Closing shall be the directors and officers (and in the case of such officers, holding such positions
as set forth on Section 4.5 of the Company Disclosure Letter), respectively, of the Company, each to hold office in accordance
with the Governing Documents of the Company, effective as of the Closing.
4.6 Certain
Adjustments. The number of the Company Ordinary Shares that each Person is entitled to receive as a result of the Merger and
as otherwise contemplated by this Agreement shall be adjusted to reflect appropriately the effect of any share subdivision, reverse share
subdivision, share consolidation, share dividend or distribution (including any dividend or distribution of securities convertible into
the Company Ordinary Shares, as applicable), extraordinary cash dividend, reorganization, recapitalization, reclassification, exchange
of shares or other like change with respect to the Company Ordinary Shares or SPAC Ordinary Shares, as applicable, occurring after the
date of this Agreement and before the Closing Date.
4.7 Fractional
Shares. Notwithstanding anything in this Agreement, no fraction of a Company Ordinary Share shall be issued, in any form, by
virtue of the First Merger, and any Person who would otherwise be entitled to a fraction of a Company Ordinary Share by virtue of the
First Merger (after aggregating all fractional Company Ordinary Shares that otherwise would be received by such Person) shall not be
entitled to receive such fraction of a Company Ordinary Share from the Company and any Person’s entitlement to Company Ordinary
Shares shall be rounded down to the nearest whole number.
4.8 SPAC
Shareholder Dissenter’s Rights.
(a) Notwithstanding
anything in this Agreement to the contrary, subject to applicable Law and to the extent available under the Cayman Companies Act, all
SPAC Ordinary Shares that are issued and outstanding immediately prior to the First Merger Effective Time and that are held by a shareholder
of SPAC who is entitled to demand and who shall have properly exercised in writing dissenters’ rights for such SPAC Ordinary Shares,
in accordance with Section 238 of the Cayman Companies Act and who has otherwise complied with all of the provisions of the Cayman Companies
Act relevant to the exercise and perfection of dissenters’ rights (collectively, the “SPAC Dissenting Shares,”
and each, a “SPAC Dissenting Share,” and the holders of such SPAC Dissenting Shares, the “SPAC Dissenting
Shareholders”) shall be automatically cancelled and cease to exist at the First Merger Effective Time by virtue of the First
Merger, and the SPAC Dissenting Shareholders shall cease to have any rights with respect to such shares, shall not be entitled to the
right to receive the applicable SPAC Exchange Shares under Section 3.7(a)(ii). The SPAC Dissenting Shares shall not be converted
into the applicable SPAC Exchange Shares, and the SPAC Dissenting Shareholders shall instead be entitled to receive only the payment
by the First Merger Surviving Company of the fair value of such SPAC Dissenting Shares held by them and such other rights provided pursuant
to Section 238 of the Cayman Companies Act; provided, however, that if, after the First Merger Effective Time, such holder
fails to perfect, waives, withdraws or loses such holder’s right to dissent pursuant to Section 238 of the Cayman Companies Act,
or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 238 of the
Cayman Companies Act, such SPAC Ordinary Shares shall (i) not be deemed to be SPAC Dissenting Shares, and (ii) be treated as if they
had been automatically converted, at the First Merger Effective Time, into the right to receive the applicable SPAC Exchange Shares under
Section 3.7(a)(ii) in the manner provided in Section 4.4 without any interest thereon.
(b) SPAC
shall provide to the Company (i) reasonably prompt notice of any notices of objection or notices of dissent to the Mergers or demands
for appraisal under Section 238 of the Cayman Companies Act received by SPAC, attempted withdrawals of such notices, dissents and/or
demands, and any other instruments served pursuant to the Cayman Companies Act and received by SPAC relating to the exercise of any rights
to dissent from the First Merger or appraisal rights and (ii) the opportunity to direct (in reasonable consultation with SPAC) all negotiations
and proceedings with respect to any such notice of dissenter right or demand for appraisal under the Cayman Companies Act. SPAC shall
not, except with the prior written consent of the Company, make any offers or payment with respect to any exercise by a shareholder of
its rights to dissent from the Mergers or any demands for appraisal or offer to settle or settle any such demands or approve any withdrawal
of any such demands.
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(c) In
the event that any written notice of objection to the First Merger is given to SPAC by any shareholder of SPAC pursuant to Section 238(2)
of the Cayman Companies Act before obtaining the approval of the SPAC Shareholder Approval Matters, SPAC shall give written notice of
the authorization of the First Merger to each such shareholder of SPAC within twenty (20) days immediately following the date on which
the SPAC Shareholder Approval Matters were approved, pursuant to and in accordance with Section 238(4) of the Cayman Companies Act and
the SPAC and the Company may, but are not obliged to, delay the commencement of the Closing and the filing of the Plans of Merger (and
any other documents required under the Cayman Companies Act to effect the Mergers) with the Cayman Registrar, until at least twenty (20)
days shall have elapsed since the date on which such authorization notice is given by SPAC (being the period allowed for written notice
of an election to dissent under Section 238(5) of the Cayman Companies Act, as referred to in Section 239(1) of the Cayman Companies
Act).
4.9 Withholding.
Notwithstanding any other provision of this Agreement, SPAC, each Merger Sub, the Company and the Exchange Agent, as applicable, shall
be entitled to deduct and withhold from any amount payable pursuant to this Agreement any such Taxes as may be required to be deducted
and withheld from such amounts under the Code, Treasury Regulations, or any other applicable Law (as reasonably determined by SPAC, each
Merger Sub, the Company or the Exchange Agent, respectively). The Parties shall use commercially reasonable efforts to reduce or eliminate
any such withholding, including the payor providing SPAC, each Merger Sub, the Company and the Exchange Agent, as applicable, a reasonable
opportunity to provide documentation establishing exemptions from or reductions of such withholdings. To the extent that any amounts
are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid
to the Person in respect of which such deduction and withholding was made and paid to the applicable Governmental Authority.
Article
V
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND MERGER SUBS
Except
as set forth in the disclosure letter delivered to SPAC by the Company on the date of this Agreement (the “Company Disclosure
Letter”) (each section of which, subject to Section 10.9, qualifies the correspondingly numbered and lettered representations
in this Article V), each of the Company Parties represents and warrants to SPAC as of the date of this Agreement as follows:
5.1 Company
Organization. The Company (i) as of the date hereof is a private limited company and (ii) as of immediately prior to the Closing
will be a public limited company, in each case, that has been duly formed and is validly existing and in good standing under the Laws
of England and Wales. The Company has the requisite corporate power and authority to own, lease and operate all of its properties and
assets and to conduct its business as it is now being conducted. The Governing Documents of the Company, as amended to the date of this
Agreement and as previously made available by or on behalf of the Company to SPAC, are in full force and effect as of the date hereof,
true, correct and complete, and the Company is not in breach or violation of any of the provisions contained in its Governing Documents
in any material respect. The Company has filed all requisite annual corporate returns in accordance with applicable Laws, except where
the failure to file such annual corporate returns would not have, or be reasonably expected to have, individually or in the aggregate,
a Company Material Adverse Effect. The Company is duly licensed or qualified and in good standing as a foreign or extra-provincial company
(or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as
to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified
or in good standing would not have, or be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.
The Company is not insolvent, bankrupt or unable to pay its debts as and when they fall due.
5.2 Subsidiaries.
A complete list of each Subsidiary of the Company and its jurisdiction of incorporation, formation or organization, as applicable, is
set forth in Section 5.2 of the Company Disclosure Letter. The Subsidiaries of the Company have been duly formed or organized
and are validly existing under the Laws of their jurisdiction of incorporation or organization and have the requisite power and authority
to own, lease or operate all of their respective properties and assets and to conduct their respective businesses as they are now being
conducted. The Governing Documents of the Company’s Subsidiaries are in full force and effect and none of the Company’s Subsidiaries
is in breach or violation of any of the provisions contained in its Governing Documents in any material respect. Each Subsidiary of the
Company is duly licensed or qualified and in good standing as a foreign or extra-provincial company (or other entity, if applicable)
in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed
or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not
have, or be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.
5.3 Merger
Subs.
(a) Each
Merger Sub is an exempted company with limited liability that has been duly incorporated, and is validly existing and in good standing,
under the Laws of the Cayman Islands. Each Merger Sub has the requisite corporate power and authority to own, lease and operate all of
its properties and assets and to conduct its respective business as it is now being conducted. The true and complete copies of the Governing
Documents of each Merger Sub, as amended to the date of this Agreement and as previously made available by or on behalf of the Company,
to SPAC, are in full force and effect as of the date hereof, and the Merger Subs are not in violation of any of the provisions of its
Governing Documents in any material respect. Each Merger Sub was incorporated solely for the purpose of engaging in the Transactions
and activities incidental thereto. The Merger Subs have all requisite corporate power and authority to (i) execute and deliver this Agreement
and all other Transaction Agreements to which they are a party, and (ii) consummate the Transactions and perform all obligations
to be performed by them hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Agreements to
which each Merger Sub is a party and the consummation of the Transactions to which each Merger Sub is a party have been duly and validly
authorized and approved by (A) the board of directors of each Merger Sub and (B) the Company as the sole shareholder of each Merger
Sub, in each case, as applicable.
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(b) Each
Merger Sub has no assets or operations and has not incurred any liabilities or obligations of any nature and has not carried on any business
activities or operations other than those in connection with the Transactions or otherwise incidental to their formation and existence
as entities. Each Merger Sub was incorporated solely for the purpose of engaging in the Transactions and activities incidental thereto.
All of the issued shares of each Merger Sub are held directly by the Company.
(c) Subject
to the approvals described in Section 5.6, no other corporate proceeding on the part of the Merger Subs is necessary to authorize
this Agreement and the other Transaction Agreements to which they are a party. This Agreement has been, and at or prior to the Closing,
the other Transaction Agreements to which they are a party will be, duly and validly executed and delivered by each Merger Sub, and this
Agreement constitutes, assuming the due authorization, execution and delivery by the other Parties hereto, and at or prior to the Closing,
the other Transaction Agreements to which they are a party will constitute, assuming the due authorization, execution and delivery by
the other parties thereto, a legal, valid and binding obligation of the Merger Subs, enforceable against each Merger Sub in accordance
with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting
creditors’ rights generally and subject, as to enforceability, to general principles of equity.
5.4 Due
Authorization.
(a) The
Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other
Transaction Agreements to which it is a party and (subject to the approvals described in Section 5.6 and the Company Shareholder
Approval) to consummate the Transactions, and to perform all of its obligations hereunder and thereunder. The execution and delivery
of this Agreement and the other Transaction Agreements to which the Company is a party and the consummation of the Transactions have
been duly and validly authorized and approved by the Company, and, other than the Company Shareholder Approval, no other company or corporate
proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Agreements to which the Company
is a party. This Agreement has been, and on or prior to the Closing, the other Transaction Agreements hereby to which the Company is
a party will be, duly and validly executed and delivered by the Company, and this Agreement constitutes, assuming the due authorization,
execution and delivery by the other Parties, and at or prior to the Closing, the other Transaction Agreements to which the Company is
a party will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability,
to general principles of equity.
(b) On
or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this
Agreement, the Ancillary Agreements, the Transactions are in the best interests of the Company and (ii) authorizing and approving the
execution, delivery and performance by the Company of this Agreement, the Ancillary Agreements, the Transactions. Executed copies of
the resolutions described in the foregoing sentence in this Section 5.4(b) have been provided to SPAC on or prior to the execution
and delivery of this Agreement by the Company. No other corporate action is required on the part of the Company or any of the Company
Shareholders to enter into this Agreement or the documents to which the Company is party contemplated hereby or to approve the Transactions
other than, in each case, the Company Shareholder Approval.
5.5 No
Conflict. Subject to the receipt of the Company Shareholder Approval and Governmental Approvals set forth in Section 5.6
and except as set forth on Section 5.5 of the Company Disclosure Letter, the execution and delivery by the Company Parties, as
applicable, of this Agreement and the other Transaction Agreements to which the Company Parties are parties and the consummation of the
Transactions do not and will not (a) violate or conflict with any provision of, or result in the breach of, or default under, the Governing
Documents of the Company Parties, as applicable; (b) violate or conflict with any provision of, or result in the breach of, or default
under, any Law, Permit or Governmental Order applicable to the Group or the Merger Subs; (c) violate or conflict with any provision
of, or result in the breach of, or result in the loss of any right or benefit, or cause acceleration, or constitute (with or without
due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any Privacy
Policy or Contract of the type described in Section 5.12(a) to which any of the Group or a Merger Sub is a party or by which the
Group or a Merger Sub may be bound, or terminate or result in the termination of any such Contract; or (d) result in the creation of
any Lien (other than Permitted Liens) upon any of the properties or assets of the Group or the Merger Subs, except, in the case of clauses
(b) through (d), to the extent that the occurrence of the foregoing would not have, or reasonably be expected to have, individually or
in the aggregate, a Company Material Adverse Effect.
5.6 Governmental
Authorities; Approvals. Assuming the truth and completeness of the representations and warranties of SPAC contained in this Agreement,
no consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority
(each, a “Governmental Approval”), is required on the part of each of the Company Parties, as applicable, with respect
to the execution or delivery of this Agreement or the consummation of the Transactions, except for: (i) any filings and approvals set
forth in Section 5.6 of the Company Disclosure Letter; (ii) the filing of the Plans of Merger and such other documents as required
by Section 233 of the Cayman Companies Act, and the First Merger Surviving Company M&A and the Second Merger Surviving Company M&A
with the Cayman Registrar in accordance with the Cayman Companies Act and the publication of notification of the Mergers in the Cayman
Islands Government Gazette in accordance with the Cayman Companies Act; and (iii) to the extent applicable, the filings required
by Companies House to effect the transactions comprising the Capital Restructuring in accordance with the applicable Laws of England
and Wales.
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5.7
Capitalization of the Company.
(a) As
of the date of this Agreement, the issued and outstanding share capital of the Company is 504,388,065 Company Ordinary Shares. As of
the date of this Agreement, all of the issued and outstanding Company Ordinary Shares: (i) have been duly authorized and validly issued
and prior to the Closing, are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law,
and all requirements set forth in the Governing Documents of the Company; and (iii) are not subject to, nor have they been issued in
violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under
any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise
bound, in each case of (i), (ii) and (iii), in any material respect.
(b) As
of the date of this Agreement, (i) 28,780,180 Company Ordinary Shares are issuable upon the exercise of outstanding, unexercised Company
Options granted under the Company Equity Plan and 460,000 Company Ordinary Shares are issuable upon settlement of outstanding Company
RSUs granted under the Company Equity Plan and (ii) 5,650,482 Company Ordinary Shares are available for future grants under the Company
Equity Plan.
(c) Except
as set forth in Section 5.7(a) of the Company Disclosure Letter, there are (i) no outstanding shares or share capital of, or other
equity or voting interest in, the Company, and (ii) no outstanding securities of the Company (including debt securities) convertible
into or exchangeable for shares or share capital of, or other equity or voting interest in, the Company. Except for the Company Options
and Company RSUs, as contemplated under the Transaction Agreements or as required under any applicable Law or as set forth in the Company’s
Governing Documents, there are (i) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company,
or that obligate the Company to issue or register, or that restrict the transfer or voting of, any capital share or share capital of,
or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital share or share capital
of, or other equity or voting interest in, the Company, other than as set forth in Section 5.7(c) of the Company Disclosure
Letter, (ii) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable
security or other similar agreement or commitment relating to any capital share or share capital of, or other equity or voting interest
(including any voting debt) in, the Company, (iii) no calls, subscriptions, preemptive rights, Contracts, agreements, arrangements, voting
trusts, proxies, understandings or other commitments of any kind for the purchase or issuance of the Company’s equity securities,
(iv) no “phantom” shares, units, stock or similar units that track the underlying shares of the Company, (v) no Contracts
requiring the Company to acquire any equity interest of any other Person, and (vi) no other obligations by the Company to make any
payments based on the price or value of any of the Company’s equity securities or dividends paid thereon or revenues, earnings
or financial performance or any other attribute of the Company.
5.8 Financial
Statements.
(a) The
Company has made available to SPAC true and complete copies of (i) the audited consolidated statements of profit or loss and other
comprehensive income, consolidated statements of financial position, consolidated statement of changes in equity and consolidated cash
flow statement of the Group for the year ended December 31, 2024 and (ii) drafts of the audited consolidated statements of profit or
loss and other comprehensive income, consolidated statements of financial position, consolidated statement of changes in equity and consolidated
cash flow statement of the Group for the year ended December 31, 2025 (clauses (i) and (ii) collectively, the “Audited Financial
Statements”).
(b) When
delivered pursuant to Section 7.4, the Financial Statements will (i) fairly present in all material respects the consolidated
financial position of the Group, as at the respective dates thereof, and the consolidated results of its operations, its consolidated
incomes, its consolidated changes in shareholders’ equity and its consolidated cash flows for the respective periods then ended,
(ii) be prepared in conformity with IFRS, applied on a consistent basis during the periods involved (except as may be indicated in the
notes thereto), (iii) be prepared from, and in accordance in all material respects with, the books and records of the Group, (iv) when
delivered by the Company for inclusion in the Registration Statement for filing with the SEC following the date of this Agreement in
accordance with Section 7.4, comply in all material respects with the applicable accounting requirements and with the rules and
regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as of the respective dates thereof,
and (v) except as expressly disclosed in the Financial Statements, not be affected to a material extent by any unusual, exceptional or
non-recurring items that would or might make the financial position or results of operations of the Group as disclosed in such Financial
Statements misleading or deceptive.
(c) The
Company maintains a system of internal accounting controls, which is sufficient to provide reasonable assurance that (i) transactions
are executed in accordance with management’s general or specific authorizations, and (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with IFRS. In the three (3) years prior to the date of this Agreement, none
of the Group nor, to the knowledge of the Company, an independent auditor of the Group, has identified or been made aware in writing
of (x) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Group, (y) any fraud,
whether or not material, that involves the Group’s management or other employees who have a role in the preparation of financial
statements or the internal accounting controls utilized by the Group, or (z) to the knowledge of the Company, any allegation, assertion
or claim regarding any of the foregoing.
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(d) All
notes and accounts receivable of the Company are reflected properly on its books and records, are valid receivables subject to no setoffs
or counterclaims, and are current and collectible subject to the reserve for bad debts set forth on the most recent balance sheet included
in the Financial Statements as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice
of the Company, in each case, except as would not be material to the Group, taken as a whole. The accounts payable and accruals of the
Company have arisen in bona fide arm’s-length transactions in the ordinary course of business, and the Company has been paying
its accounts payable as and when due, in each case, except as would not be material to the Group, taken as a whole.
(e) The
Group is not a party to, and does not have any commitment to become a party to, any material off-balance sheet partnership or any similar
Contract or arrangement, including any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated
by the SEC).
5.9 Undisclosed
Liabilities. Except as disclosed in Section 5.9 of the Company Disclosure Letter, there is no other liability, debt, obligation
or guarantee of, or material claim or judgement against, the Group or the Merger Subs (whether direct or indirect, absolute or contingent,
accrued or unaccrued, known or unknown, liquidated or unliquidated or due or to become due) that would be required to be set forth on
a consolidated balance sheet of the Group prepared in accordance with IFRS applied in accordance with past practice, except for liabilities,
debts, obligations, guarantees, claims or judgements (a) reflected or reserved for on the Financial Statements or disclosed in the notes
thereto, (b) that have arisen since the date of the most recent balance sheet included in the Financial Statements in the ordinary course
of business, consistent with past practice, of the Company, (c) that will be discharged or paid off prior to or at the Closing, (d) constituting
Company Transaction Expenses or otherwise incurred in connection with the Company’s execution of this Agreement and the other Transaction
Agreements and the consummation of the Transactions, or (e) that have not been, and would not reasonably be expected to be, individually
or in the aggregate, material to the Group, taken as a whole.
5.10 Litigation
and Proceedings. Except as disclosed in Section 5.10 of the Company Disclosure Letter, in the three (3) years prior to
the date of this Agreement: (a) there have been, and there are, no initiated, pending or, to the knowledge of the Company, threatened,
Actions, or other proceedings at law or in equity (collectively, “Legal Proceedings”) against the Group or the Merger
Subs, or their respective properties or assets (including their respective Intellectual Property), or any of the directors (where the
director is a corporate person, its corporate director representative) or executive officers of any of the Group or the Merger Subs in
their capacity as such and related to the Group’s business; (b) other than examinations conducted in the ordinary course of a Governmental
Authority’s generally applicable supervisory jurisdiction, no investigations, audits or other inquiries have been initiated, are
pending, or, to the knowledge of the Company, have been threatened against, the Group or the Merger Subs, or their respective properties
or assets (including their respective Intellectual Property) by any Governmental Authority; and (c) there is no outstanding Governmental
Order imposed upon the Group or the Merger Subs or any of their properties or assets (including their respective Intellectual Property),
or on any of the directors (where the director is a corporate person, its corporate director representative) or executive officers of
the Group related to the Group’s business, except in the case of clauses (a) through (c), as would not have or reasonably be expected
to have, individually or in the aggregate, a Company Material Adverse Effect.
5.11 Legal
Compliance.
(a) Except
as set forth on Section 5.11 of the Company Disclosure Letter, the Group and each Merger Sub is, and for the three (3) years prior
to the date of this Agreement has been, in compliance in all material respects with all applicable Laws, including (i) Laws related to
the prevention of money laundering and economic sanctions, Personal Information Laws and Policies, (ii) Laws related to cross-border
investment and foreign exchange and Laws related to cybersecurity and data privacy, and (iii) Laws relating to the Company being a company
formed under the laws of England and Wales. The Group maintains a program of policies, procedures and internal controls reasonably designed
and implemented to ensure compliance with applicable Law in all material respects. As of the date hereof and during the three (3) years
prior to the date of this Agreement, neither the Group nor, to the knowledge of the Company, any of its executive officers or directors
(where the director is a corporate person, its corporate director representative) thereof acting in such capacity, has received any written
notice of, or been charged with, the violation of any Laws, except where such violation would not have, or reasonably be expected to
have, a Company Material Adverse Effect.
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(b) The
Group and each Merger Sub (i) are, and have been for the three (3) years prior to the date of this Agreement, in compliance in all material
respects with all Anti-Money Laundering Laws, International Trade Laws and Sanctions Laws, and (ii) have obtained all material licenses,
consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations from, and have made any material filings
with, any applicable Governmental Authority for the import, export, re-export, deemed export, deemed re-export or transfer required under
the International Trade Laws and Sanctions Laws (the “Export Approvals”). As of the date hereof, there are no pending
or, to the knowledge of the Company, threatened, claims, complaints, charges, investigations, voluntary disclosures or Actions against
the Group related to any Anti-Money Laundering Laws, International Trade Laws or Sanctions Laws or any Export Approvals. Neither the
Group nor any of its directors (where the director is a corporate person, its corporate director representative) or executive officers,
or, to the knowledge of the Company, employees or any of the Group’s agents, representatives or other Persons acting on behalf
of the Group, (i) is, or has during the three (3) years prior to the date of this Agreement, been a Sanctioned Person or (ii) has
transacted business directly or knowingly indirectly with any Sanctioned Person or in any Sanctioned Country.
5.12 Contracts;
No Defaults.
(a) Section
5.12(a) of the Company Disclosure Letter contains a listing of all Contracts described in clauses (i) through (xv) below to which,
as of the date of this Agreement, the Group is a party or by which it is bound, other than a Company Benefit Plan (except to the extent
specifically set forth below), and true, correct and complete copies of the Contracts listed in Section 5.12(a) of the Company
Disclosure Letter have previously been delivered to or made available to SPAC or its agents or representatives, together with all amendments
thereto as of the date hereof:
(i) any
Contract with any of the Top Customers or the Top Vendors;
(ii) each
note, debenture, Contract or other evidence of Indebtedness of the Group, including any agreement or commitment for future loans, credit
or financing, in each case, in excess of US$10,000,000;
(iii) each
Contract for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Group in the
three (3) years prior to the date of this Agreement, in each case, involving payments in excess of US$10,000,000 other than Contracts
in which the applicable acquisition or disposition has been consummated, and there are no liabilities of the Group remaining or obligations
of the Group ongoing;
(iv) each
Contract involving the formation of a joint venture, partnership or strategic alliance involving payments by the Group of an amount of
over US$5,000,000;
(v) without
prejudice to and without duplication of Section 5.12(a)(ii), Contracts (other than employment agreements, indemnification agreements,
employee confidentiality and invention assignment agreements, equity or equity incentive documents, or any other agreement of similar
nature entered into in the ordinary course with employees or Governing Documents) between the Group, on the one hand, and Affiliates
of the Group, the directors and executive officers of the Group and the members or shareholders of the Company, on the other hand, in
each case, in an amount over US$500,000;
(vi) Contracts
with any employee or consultant of the Group that provide for change in control, severance, termination, retention or similar payments
or benefits contingent upon, accelerated by or triggered by the consummation of the Transactions;
(vii) any
collective bargaining (or similar) agreement or Contract between the Group, on one hand, and any labor union, works council or other
body representing employees of the Group, on the other hand, other than as required by applicable Laws of the relevant jurisdictions;
(viii) each
Contract (including license agreements, coexistence agreements, and agreements with covenants not to sue) related to use of Intellectual
Property by or of the Group and material to the business of the Group (other than nonexclusive licenses (A) to use unmodified, commercially
available off-the-shelf software or (B) granted to end users and service providers in the ordinary course of business, including incidental
trademark licenses ancillary to marketing, printing or advertising Contracts);
(ix) Contracts
containing covenants of the Group (A) prohibiting or limiting the right of the Group to engage in or compete with any Person in any line
of business in any material respect or (B) prohibiting or restricting the Group’s ability to conduct their business with any Person
in any geographic area in any material respect, in each case, in an amount of over US$5,000,000;
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(x) any
Contract that (A) grants to any Person any “most favored nation” or similar rights, (B) grant exclusivity to any Person in
respect of any geographic location, any customer or any product or service, (C) requires the purchase of all or a given portion of the
Group’s requirements for products or services from any Person, or any other similar provision, (D) grants to any Person price
guarantees for a period greater than one (1) year from the date of this Agreement and requires aggregate future payments from the Group
in excess of US$5,000,000 in any calendar year;
(xi) Contracts
(A) relating to the acquisition, issuance, voting, registration, sale or transfer of any Company Ordinary Shares or (B) providing any
person or entity with any preemptive right, right of participation, right of maintenance or any similar right with respect to any Company
Ordinary Shares;
(xii) Contracts
granting to any Person (other than the Group) a right of first refusal, first offer or similar right to purchase or acquire exclusive
rights or ownership with respect to any service, product or Intellectual Property of the Group or to purchase or acquire equity interests
in the Group;
(xiii) Contracts
that involve any capital commitment or capital expenditure of US$5,000,000 (or the equivalent in other currencies) or more, in the aggregate;
(xiv) Government
Contracts that involve payments by the Group in an amount of over US$5,000,000; and
(xv) any
outstanding written commitment to enter into any Contract of the type described in clauses (i) through (xv) of this Section 5.12(a).
(b) All
of the Contracts listed pursuant to Section 5.12(a) of the Company Disclosure Letter are (i) in full force and effect and (ii)
represent the legal, valid and binding obligations of the Group and, to the knowledge of the Company, represent the legal, valid and
binding obligations of the counterparties thereto. Neither the Group, nor, to the knowledge of the Company, any other party thereto is
in material breach of or default under any such Contract. The Group has not received any written notice of termination or material breach
of or default under any such Contract, and no event has occurred which, individually or together with other events, would reasonably
be expected to result in a material breach of or a default under any such Contract by the Group or, to the knowledge of the Company,
any other party thereto (in each case, with or without notice or lapse of time or both).
5.13 Company
Benefit Plans.
(a) Except
as disclosed in Section 5.13(a) of the Company Disclosure Letter, each Company Benefit Plan (i) has been established, operated
and maintained in compliance with its terms and with applicable Law, including ERISA and the Code, in all material respects, (ii) has
been registered and has been maintained in good standing with applicable regulatory authorities and, to the knowledge of the Company,
no event has occurred since the date of the most recent approval or application therefor relating to any such Company Benefit Plan that
would reasonably be expected to adversely affect any such approval or good standing, and (iii) required to be fully funded or fully insured,
is fully funded or fully insured, including any back-service obligations, on an ongoing and termination or solvency basis (determined
using reasonable actuarial assumptions) in compliance with applicable Laws.
(b) With
respect to each Company Benefit Plan, as of the date hereof, no actions, suits or claims (other than routine claims for benefits in the
ordinary course) are pending or, to the knowledge of the Company, threatened, except as would not be material to the business of the
Group, taken as a whole.
(c)
The Group does not sponsor, maintain or contribute to, and has not in the past six years sponsored, maintained or contributed to, any
Company Benefit Plan that is (i) subject to Title IV of ERISA, including any Multiemployer Plan, or (ii) a plan that has two or more
contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA, and none of the
Group or any ERISA Affiliate has incurred any withdrawal liability from any Multiemployer Plan that remains unsatisfied, and, to the
knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such liability to the Group.
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(d) The
Group does not have any current or contingent obligation to indemnify, gross-up, reimburse or otherwise make whole any Person for any
Taxes, including those imposed under Section 4999 or Section 409A of the Code.
(e) No
Company Benefit Plan provides material medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees
or former employees of the Group for periods extending beyond their retirement or other termination of service, other than (i) coverage
mandated by applicable Law, (ii) death benefits under any “pension plan,” as applicable, or (iii) benefits the full cost
of which is borne by the current or former employee (or his or her beneficiary).
(f) Except
as expressly provided under this Agreement, neither the execution of this Agreement, nor the consummation of the Transactions (whether
alone or in connection with any additional or subsequent events such as a termination of employment), will (i) entitle any current or
former director, employee or consultant of the Group to compensation in the form of a severance payment or similar payment under any Company
Benefit Plans, (ii) accelerate the time of payment or vesting or result in any payment or funding of compensation or benefits under, increase
any amount payable or result in any other obligation pursuant to, any of the Company Benefit Plans, (iii) cause the Group to transfer
or set aside any assets to fund any benefits under any Company Benefit Plan or (iv) result in the payment of any “excess parachute
payment” within the meaning of Section 280G of the Code.
(g) Each
Company Benefit Plan that is subject to the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation
Act of 2010 (the “Affordable Care Act”) has been established, maintained and administered in all material respects
in compliance with the requirements of the Affordable Care Act.
5.14 Labor
Relations; Employees.
(a) Except
as set forth in the Section 5.14(a) of the Company Disclosure Letter and except as required by the applicable Laws,
the Group is not and has never been a party to or bound by any collective bargaining agreement, or any similar agreement, Contract or
arrangement with a labor union, trade union or other organization or body involving any of its employees or employee representatives,
and no such agreement is being or has been negotiated by the Group. To the knowledge of the Company, except as required by applicable
Laws, there has been no labor organization activity involving any employees of the Group. As of the date hereof and during the three (3)
years prior to the date of this Agreement, the Group has not had any material strike, slowdown, work stoppage, lockout or other material
labor dispute against the Group by any of the Group’s employees.
(b) Except
as disclosed in Section 5.14(b), there are no material complaints, charges or claims against the Company or any of
its Subsidiaries pending or, to the knowledge of the Company, threatened, to be brought by or filed with any Governmental Authority arising
out of the employment or termination of employment of any individual by the Company or any of its Subsidiaries.
(c) Except
as set forth on Section 5.14(c) of the Company Disclosure, as of the date hereof and during the three (3) years prior
to the date of this Agreement, the Group has not received (i) written notice of any material unfair labor practice charge or complaint
before any Governmental Authority against it or (ii) written notice of any material complaints, grievances or arbitrations arising out
of any collective bargaining agreement or any other complaints, grievances or arbitration procedures against it.
(d) Except
as set forth on Section 5.14(d) of the Company Disclosure Letter, the Group is, and has during the three (3) years
prior to date of this Agreement been, in material compliance with all applicable Laws respecting labor, employees and employment issues,
including, but not limited to, all Laws respecting terms and conditions of employment, termination of employment, bargaining, occupational
health and safety, wages and hours, overtime and overtime payment, holiday pay and the calculation of holiday pay, employee classification
(with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, privacy issues,
fringe benefits and employment practices, immigration, employment discrimination, harassment, disability rights or benefits, pay slips,
equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee
leave issues, unemployment insurance, social security (or similar) and housing allowance fund. The Group has, in all material respects,
paid in full to all current and former employees, or adequately accrued for in accordance with IFRS, all wages, salaries, commissions,
bonuses, benefits and other compensation due to or on behalf of such Persons under applicable Law or contract.
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(e) To
the knowledge of the Company, as of the date of this Agreement, no executive officer intends to terminate his or her employment.
(f) The
Group is not party to a settlement agreement with a current or former officer, employee or independent contractor of the Group that involves
allegations relating to sexual or other harassment, sexual misconduct or discrimination on any other basis or retaliation by any employee
or officer of the Group. To the knowledge of the Company, during the three (3) years prior to the date of this Agreement, no allegations
of sexual or other harassment, sexual misconduct or discrimination on any other basis or retaliation have been made or documented in writing
against any employee or officer of the Group in their capacity as such.
(g) In
the three (3) years prior to the date of this Agreement, the Group has not implemented any plant closing or mass layoff that triggered
notification requirements under the Worker Adjustment and Retraining Notification Act of 1988 (or any similar state, local or non-U.S.
Law), and no such plant closing or mass layoff is currently planned, announced or contemplated by the Group.
5.15 Taxes.
(a) All
material Tax Returns required to be filed by or with respect to each member of the Group (each, a “Company Group Member”)
have been timely filed (taking into account any extensions) and such Tax Returns are true, correct and complete in all material respects.
All material Taxes due and payable by a Company Group Member (whether or not shown on any Tax Return) have been or will be timely paid,
except with respect to matters being contested in good faith by appropriate proceeding and with respect to which adequate reserves have
been made in accordance with IFRS.
(b) No
material deficiencies for any Taxes that are currently outstanding with respect to any Tax Returns of a Company Group Member have been
asserted in writing by, and no written notice of any action, audit, assessment or other proceeding, in each case, that is currently pending,
with respect to such Tax Returns or any Taxes of a Company Group Member has been received from, any Governmental Authority, and no dispute
or assessment relating to such Tax Returns or such Taxes with any such Governmental Authority is currently outstanding.
(c) No
claim that is currently outstanding has been made in writing by any Governmental Authority in a jurisdiction where a Company Group Member
does not file Tax Returns of a particular type that such Company Group Member is or may be subject to taxation of such particular type
by that jurisdiction.
(d) There
are no liens for material Taxes (other than such liens that are Permitted Liens) upon the assets of the Group.
(e) Each
Company Group Member is in compliance in all material respects with all terms and conditions of any material Tax incentives, exemption,
holiday or other material Tax reduction agreement or order of a Governmental Authority applicable to each such Company Group Member, and
to the knowledge of the Company, the consummation of the Transactions will not have any material adverse effect on the continued validity
and effectiveness of any such material Tax incentives, exemption, holiday or other material Tax reduction agreement or order.
(f) No
Company Group Members is subject to Tax in a country other than the country of its incorporation or formation solely by virtue of having
a permanent establishment, office or fixed place of business, employees or agents present, or otherwise as a tax resident in such other
country.
(g) Except
as contemplated by this Agreement, the Company Group Members have not taken any action (nor permitted any action to be taken), and the
Company is not aware of any facts or circumstances (without conducting independent inquiry or diligence of SPAC), that would reasonably
be expected to prevent, impair or impede the Mergers Intended Tax Treatment.
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(h) The
Company is and since its formation has been treated as a foreign corporation (within the meaning of the Code) for all U.S. federal and
applicable state and local income Tax purposes.
(i) No
Company Group Member has been a party to any “listed transaction” as defined in Treasury Regulation Section 1.6011-4(b).
(j) No
Company Group Member is a party to any Tax sharing, Tax indemnity or Tax allocation Contract (other than a contract entered into in the
ordinary course of business, the primary purpose of which is not related to Taxes, or any contract between any of the Company Group Members).
(k) No
Company Group Member has liability for the Taxes of any other Person (other than a Company Subsidiary): (1) under Treasury Regulation
Section 1.1502-6 (or any similar provision of applicable Law), or (2) as a transferee or successor, other than, in each case, Taxes
of any other Company Group Member.
(l) To
the knowledge of the Company, (1) no Company Group Member is a “controlled foreign corporation” as defined in Section 957
of the Code and (2) no Company Group Member was a “passive foreign investment company” within the meaning of Section 1297
of the Code for its most recent completed taxable year or would reasonably be expected to be for the current taxable year based solely
on the Company Group’s assets and operations through the Closing Date.
(m) During
the two (2)-year period ending on the date of this Agreement, no Company Group Member was a distributing corporation or a controlled corporation
in a transaction purported or intended to be governed by Section 355 of the Code.
(n) As
of immediately before the Closing, Merger Sub 1 will be treated as an association taxable as a corporation, and Merger Sub 2 will be disregarded
as separate from its owner, for U.S. federal income Tax purposes.
5.16 Brokers’
Fees. Except as set forth on Section 5.16
of the Company Disclosure Letter, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’
fee or other commission in connection with the Transactions based upon arrangements made by the Group or any of its Affiliates for which
SPAC or the Group has any obligation.
5.17 Insurance.
Section 5.17 of the Company Disclosure
Letter contains a list of all material policies or binders of property, fire and casualty, product liability, workers’ compensation
and other forms of insurance held by, or for the benefit of, the Group as of the date of this Agreement. All such policies are in full
force and effect, all premiums due have been paid, and no notice of cancellation or termination has been received by the Group with respect
to any such policy. No insurer has denied or disputed coverage of any claim under such insurance policies.
5.18 Permits.
The Group has obtained, and maintained, and will hold immediately following the Closing, all material Permits required to permit the Group
to own, operate, use and maintain their assets in the manner in which they are now operated and maintained and to conduct the business
of the Group as currently conducted. Each material Permit held by the Group is and has been valid, binding and in full force and effect
and to the knowledge of the Company, there is no act, fact, or omission that may threaten the validity and/or result in the revocation,
suspension, termination, modification, impairment, or non-renewal of any such Permit in any material respect. Within the three (3) years
prior to the date of this Agreement, the Group: (a) is not and has not been in default or material violation (and no event has occurred
which, with notice or the lapse of time or both, would constitute a default or material violation by the Group) in any material respect
of any term, condition or provision of any material Permit to which it is a party; (b) is not or has not been the subject of any pending
or, to the knowledge of the Company, threatened, Action by a Governmental Authority seeking the revocation, suspension, termination, modification,
or impairment of any material Permit; and (c) has not received any written notice that any Governmental Authority that has issued any
material Permit intends to cancel, terminate, or not renew any such material Permit, except to the extent such Permit may be amended,
replaced or reissued as a result of and as necessary to reflect the Transactions.
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5.19 Equipment
and Other Tangible Property. The Group owns and has good title to, and has the legal and beneficial ownership of or a valid
leasehold interest in or right to use by license or otherwise, all material machinery, equipment and other tangible property reflected
on the books of the Group as owned by the Group, free and clear of all Liens other than Permitted Liens. All material personal property
and leased personal property assets of the Group are structurally sound and in good operating condition and repair (ordinary wear and
tear expected) and are suitable for their present use.
5.20 Real
Property.
(a) Section
5.20(a) of the Company Disclosure Letter sets forth a true, correct and complete list as of the date of this Agreement
of all material Leased Real Property and all Real Property Leases (as hereinafter defined) pertaining to such Leased Real Property. With
respect to each parcel of Leased Real Property:
(i) The
Group holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens.
(ii) The
Group’s possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed.
(iii) The
Group has delivered to SPAC true, correct and complete copies of all material leases, lease guaranties, subleases, and agreements for
the leasing, use or occupancy of, or otherwise granting a right in or to the Leased Real Property by or to the Group, including all amendments
thereof (collectively, the “Real Property Leases”).
(iv) The
Group is in compliance in all material respects with all Liens, encumbrances, easements, restrictions, and other matters of record affecting
the Leased Real Property, and the Group has not received any notice alleging any material default or breach under any of such Liens, encumbrances,
easements, restrictions, or other matters and, to the knowledge of the Company, no material default or breach, nor any event that with
notice or the passage of time would result in a material default or breach, by any other contracting parties has occurred thereunder.
To the knowledge of the Company, there are no material disputes with respect to such Real Property Leases.
(v) As
of the date of this Agreement, no party, other than the Group and its employees, has any right to use or occupy the Leased Real Property
or any portion thereof.
(vi) The
Group has not received written notice of any current condemnation proceeding or proposed similar Action or agreement for taking in lieu
of condemnation with respect to any portion of the Leased Real Property.
(b) Section
5.20(b) of the Company Disclosure Letter sets forth a complete list, including an address and description, of all real
property owned in fee by the Group (“Owned Real Property”). Except as disclosed in Section 5.20(b)
of the Company Disclosure Letter, with respect to Owned Real Property: (i) the Group has good and marketable indefeasible fee simple title,
free and clear of all Liens (other than Permitted Liens); (ii) the Group has not leased, licensed or otherwise granted to any Person the
right to use or occupy the Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer
or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein.
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5.21 Intellectual
Property.
(a) Section
5.21(a) of the Company Disclosure Letter lists each item of Intellectual Property that is registered or applied-for with
a Governmental Authority or a domain name registry and is owned or purported to be owned by the Group, whether applied for or registered
in the United States or internationally as of the date of this Agreement (“Company Registered Intellectual Property”),
specifying as to each item, as applicable (A) the jurisdiction/registrar, registration/application number, filing date, and issuance date;
and (B) the owner. The Group is the sole and exclusive beneficial and record owner of all of the items of Company Registered Intellectual
Property and all unregistered Intellectual Property owned or purported to be owned by the Group (together with the Company Registered
Intellectual Property, the “Company Intellectual Property”), and all such Company Intellectual Property is, to the
knowledge of the Company, subsisting and, excluding any pending applications included in the Company Registered Intellectual Property,
is valid and enforceable.
(b) Except
as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Group owns, free
and clear of all Liens (other than Permitted Liens), or has a valid right to use, all Intellectual Property reasonably necessary for the
continued conduct of the business of the Group in substantially the same manner as such business has been operated during the twelve (12)
months prior to the Closing Date.
(c) Except
as set forth on Section 5.21(c) of the Company Disclosure Letter and except as would not reasonably be expected to
have, individually or in the aggregate, a Company Material Adverse Effect, to the knowledge of the Company, the Group has not, within
the three (3) years prior to the date of this Agreement, infringed upon, misappropriated or otherwise violated and is not infringing upon,
misappropriating or otherwise violating, any Intellectual Property of any Person in any material respect, and there is no Action pending
to which the Group is a named party, or, to the knowledge of the Company, that is threatened, alleging the Group’s infringement,
misappropriation or other violation of any Intellectual Property of any Person, or challenging the ownership, validity, enforceability
or use of any Company Intellectual Property in any material respect.
(d) Except
as set forth on Section 5.21(d) of the Company Disclosure Letter and except as would not reasonably be expected to
have, individually or in the aggregate, a Company Material Adverse Effect, to the knowledge of the Company as of the date of this Agreement,
(i) no Person is infringing upon, misappropriating or otherwise violating any Company Intellectual Property, and (ii) the Group has not
sent to any Person within the three (3) years prior to the date of this Agreement any written notice, charge, complaint, claim or other
written assertion against any Person claiming infringement or violation by or misappropriation of any Company Intellectual Property.
(e) The
Group takes, and throughout the three (3) years prior to the date of this Agreement has taken, commercially reasonable measures to protect
the confidentiality of trade secrets included in the Company Intellectual Property, and there has not been in such period any material
unauthorized disclosure of or material unauthorized access to same in any manner that has resulted or may result in the misappropriation
of, or loss of trade secret or other rights in and to such information.
(f) To
the knowledge of the Company, no IT System contains any undisclosed or hidden device or feature designed to disrupt, disable, or otherwise
impair the functioning of any software or any “back door,” “time bomb,” “Trojan horse,” “worm,”
“drop dead device” or other malicious code or routine that permits unauthorized access or the unauthorized disablement or
erasure of such IT System or information or data (or any parts thereof) of the Group or customers or partners of the Group.
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(g) Except
as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, to the knowledge of
the Company: (i) the Group’s use, distribution and conveyance of (A) software included in the Company Intellectual Property, and
(B) Open Source Materials, if any, is, in each case, in material compliance with all Open Source Licenses applicable thereto; (ii) the
Group has not used, incorporated, linked, called, modified, combined, been distributed with or derived from, or has not embedded in it
any Open Source Materials in any manner that requires or purports to require any Company Intellectual Property to be subject to the terms
of any Copyleft License in any material respect; and (iii) to the knowledge of the Company, no Person has the current or contingent
right to access or possess any source code included in the Company Intellectual Property, and the Group has not disclosed, made available
or provided to any Person or allowed any Person to access or use, any such source code, in each case, other than employees, contractors
and consultants of the Group that have confidentiality obligations to the Group with respect to same.
(h) Except
as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, to the knowledge of
the Company: (i) no Person who was involved in, or who contributed to, the creation or development of any Company Intellectual Property
owed (at the time of such involvement or contribution) or owes any duty or rights to any Governmental Authority, or any military, university,
college or other educational institution or a research center, in each case, which may affect the Group’s full ownership of or its
right to use or commercialize any such Company Intellectual Property or may impose any restrictions or obligations on the Group in respect
thereof; and (ii) no facilities, funding or property of any military, university, college, other educational institution or research center
or other Governmental Authority was received by or for the Group or used in the development of any Company Intellectual Property; and
no Governmental Authority nor any military, university, college, other academic institution or research center owns, purports to own,
has any other rights in or to, or any option to obtain any rights in or to, any Company Intellectual Property.
(i) Except
as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Person who has
contributed to the creation or development of any Company Intellectual Property has executed and delivered a valid and enforceable written
agreement, pursuant to which such Person has assigned to the Group all of such Person’s rights, title and interest in and to all
such Company Intellectual Property and waived any and all rights to royalties or other consideration or non-assignable rights with respect
to all such Company Intellectual Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Company
Material Adverse Effect, to the knowledge of the Company, no such Person is in violation of any such agreement. To the knowledge of the
Company, there has been no violation of the Company’s policies or practices related to protection of Company Intellectual Property
that is material to the business of the Company.
5.22 Privacy
and Cybersecurity.
(a) Except
as set forth on Section 5.22(a) of the Company Disclosure Letter and except as would not reasonably be expected to have, individually
or in the aggregate, a Company Material Adverse Effect, the Group maintains and has maintained commercially reasonable, and, to the knowledge
of the Company, is in compliance with, as applicable, and during the three (3) years prior to the date of this Agreement has maintained
commercially reasonable, and, to the knowledge of the Company, been in compliance with, as applicable, (i) all applicable Laws, rules,
policies, standards and requirements of applicable industry and self-regulatory organizations, (ii) the Group’s policies (the “Privacy
Policies”), and (iii) the Group’s contractual obligations, in each case, of clauses (i)-(iii), concerning cybersecurity,
Personal Information (and the collection, processing, sharing, storage, use, disclosure, retention, disposal, transfer and/or protection
of same (collectively, “Processing”)), data privacy and security and the security of the IT Systems (collectively,
clauses (i)-(iii), “Personal Information Laws and Policies”). Except as would not reasonably be expected to have, individually
or in the aggregate, a Company Material Adverse Effect, there are not and have not been any Actions by any Person (including any Governmental
Authority) pending to which the Group is a named party or to the knowledge of the Company, threatened against the Group, alleging a violation
of any Personal Information Laws and Policies, and there have been no such Actions brought against the Group. Except as would not reasonably
be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Group has not received any written notice
from any Person relating to an alleged violation of Personal Information Laws and Policies.
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(b) Except
as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the IT Systems
are sufficient (including with respect to working condition, performance and capacity) for the purposes of the business of the Group as
currently conducted; (ii) to the knowledge of the Company, there have been no breaches, unauthorized uses of or unauthorized access
to, breakdowns, malfunctions, persistent substandard performance, data losses, failures or other defects in the IT Systems (or the data
processed thereby), or any other incident that caused any disruption to or interruption in or to the use of such IT Systems or the conduct
of the business of the Group in any respect other than those that were resolved without cost, liability or the duty to notify any Person;
(iii) the Group takes, and has taken, commercially reasonable and legally compliant measures designed to protect confidential, sensitive
or Personal Information processed by the Group against unauthorized access, use, modification, loss, disclosure or other misuse, including
through administrative, technical and physical safeguards, and the Group has timely and reasonably remediated and addressed any and all
audit findings related to the IT Systems; and (iv) the Group has not (A) to the knowledge of the Company, experienced any incident
in which such information or any other proprietary information was stolen, lost or improperly accessed, destructed without authorization,
processed, modified or disclosed in any respect, including in connection with a breach of security, or (B) received any written notice
or complaint or Action from any Person (including any Governmental Authority) with respect to any of the foregoing, nor has any such notice
or complaint or Action been, to the knowledge of the Company, threatened against the Group.
5.23 Environmental
Matters.
(a) The
Group is and has been in compliance in all material respects with all Environmental Laws.
(b) Except
as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there has been no release
of any Hazardous Materials by the Group (i) at, in, on or under any Leased Real Property or in connection with the Group’s operations
off-site of the Leased Real Property or (ii) to the knowledge of the Company, at, in, on or under any formerly owned or Leased Real Property
during the time that the Group owned or leased such property or at any other location where Hazardous Materials generated by the Group
have been transported to, sent, placed or disposed of.
(c) Except
as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Group is not subject
to any current Governmental Order relating to any material non-compliance with Environmental Laws by the Group or the investigation, sampling,
monitoring, treatment, remediation, removal or cleanup of Hazardous Materials.
(d) Except
as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Action is pending
or, to the knowledge of the Company, threatened, with respect to the Group’s compliance with or liability under Environmental Laws,
and, to the knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis of such
an Action.
5.24 Nuclear
Regulatory Matters. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material
Adverse Effect:
(a) (i)
the Group has not operated nor does it currently operate any “utilization facility” or “production facility,”
as those terms are defined in the Atomic Energy Act and the regulations of the NRC under the Atomic Energy Act, whether or not owned,
in whole or part, by the Group, and (ii) the Group does not possess a license from the NRC for the construction or operation, or construction
and operation, of any utilization facility or production facility;
(b) the
Group does not currently hold, and to the knowledge of the Company does not require, any license for the possession or use of nuclear
materials in order to conduct its business, whether such materials are classified as “source materials,” “special nuclear
materials,” or “byproduct materials” pursuant to the Atomic Energy Act and the regulations of the NRC under the Atomic
Energy Act or pursuant to the Laws of a state, the governor of which has entered an agreement pursuant to Section 274(b) of the Atomic
Energy Act; and
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(c) (i)
the Group is in material compliance with all applicable Laws relating to the design, licensing, construction and operation of a “utilization
facility” and a “production facility,” as those terms are defined in the Atomic Energy Act and the regulations of the
NRC under the Atomic Energy Act, and (ii) to the knowledge of the Company, the Group is not subject to any Law that prevents or materially
inhibits the Group’s ability to design, license or fabricate systems, structures or components for, or construct, any such facilities,
subject to the necessary approvals from an applicable Governmental Authority.
5.25 Absence
of Changes. Since the date of the most recent balance sheet included in the Financial Statements, (i) except for the Transactions,
the business of the Group has been conducted in all material respects in the ordinary course of business, and (ii) no action has been
taken with respect to the Group or its businesses which, if taken after the date of this Agreement and prior to the Closing, would constitute
a violation of Sections 7.1(a), 7.1(c),
7.1(d), 7.1(n)
or 7.1(o). From the date of
the most recent balance sheet included in the Financial Statements to the date of this Agreement, there has been no Company Material Adverse
Effect.
5.26 Registration
Statement, Proxy Statement and Proxy Statement/Prospectus. On the effective date of the Registration Statement, the Registration
Statement, and when first filed in accordance with Rule 424(b) and/or filed pursuant to Section 14A, the Proxy Statement and the Proxy
Statement/Prospectus (or any amendment or supplement thereto), shall comply in all material respects with the applicable requirements
of the Securities Act and the Exchange Act. On the effective date of the Registration Statement, the Registration Statement will not contain
any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make
the statements therein not misleading. On the date of any filing pursuant to Rule 424(b) and/or Section 14A, the date the Proxy Statement/Prospectus
and the Proxy Statement, as applicable, is first mailed to the shareholders of SPAC and certain of the Company’s shareholders, as
applicable, and at the time of the SPAC Shareholder Meeting, the Proxy Statement/Prospectus and the Proxy Statement, as applicable (together
with any amendments or supplements thereto), will not include any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding
anything herein to the contrary (including any representations and warranties set forth in this Article V,
including in the preceding sentences of this Section 5.26),
the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement, Proxy
Statement or the Proxy Statement/Prospectus in reliance upon and in conformity with information furnished in writing to the Company by
or on behalf of SPAC or any of its Representatives specifically for inclusion in the Registration Statement, Proxy Statement or the Proxy
Statement/Prospectus. In the event there is any tax opinion, comfort letter or other opinion required to be provided in connection with
the Registration Statement, notwithstanding anything to the contrary, neither this provision nor any other provision in this Agreement
(or otherwise) shall require any legal, tax or other advisor to Group or the Merger Subs to provide an opinion that the Mergers qualify
for the Mergers Intended Tax Treatment or otherwise qualify as a nonrecognition transaction.
5.27 Top
Customers and Top Vendors.
(a) Section
5.27(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the top ten (10) customers (the
“Top Customers”) and the top ten (10) vendors (the “Top Vendors”) of the Group, in each case, based
on the aggregate value of the Group’s transaction volume with such counterparty during the trailing twelve (12) months for the period
ending December 31, 2025.
(b) None
of the Top Customers or Top Vendors has informed in writing any of the Group that it will, or to the knowledge of the Company, has threatened
to, terminate, cancel or materially limit or adversely modify any of its existing business with the Group (other than due to the expiration
of an existing contractual arrangement), and to the knowledge of the Company, none of the Top Customers or Top Vendors is otherwise involved
in or threatening a material dispute against the Group or its businesses.
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5.28 Absence
of Certain Business Practices and Anti-corruption Compliance.
(a) For
the three (3) years prior to the date of this Agreement: (i) the Group and to the knowledge of the Company, its directors (where the director
is a corporate person, its corporate director representative) and executive officers, are in compliance with all applicable Specified
Business Conduct Laws in all respects and are not engaged nor have they engaged in any activity that would reasonably be expected to result
in the Group becoming the subject or target of any Sanctions Laws; and (ii) the Group has not: (A) received written notice of, or made
a voluntary, mandatory or directed disclosure to any Governmental Authority relating to, any actual or potential violation of any Specified
Business Conduct Law; or (B) been a party to or the subject of any pending or, to the knowledge of the Company, threatened, Actions or
any investigation by or before any Governmental Authority related to any violation of any Specified Business Conduct Law. As of the date
hereof and during the three (3) years prior to the date of this Agreement, none of the Group, nor to the knowledge of the Company, any
of its directors (where the director is a corporate person, its corporate director representative) and executive officers: (x) is
the subject or target of any Sanctions Law; or (y) has used any funds, loaned, contributed or otherwise facilitated the activities of
any Person that is the target of or controlled by a target of an applicable Sanctions Law.
(b) For
the three (3) years prior to the date of this Agreement, neither the Group, nor to the knowledge of the Company, any director (where the
director is a corporate person, its corporate director representative) or executive officer, has offered or given anything of value to
(i) any official, executive, officer employee, or any other person acting in an official capacity for or on behalf of a Governmental
Authority (including, but not limited to, any director, officer, employee, or agent of a wholly or partially government-owned or government-controlled
enterprise) or public international organization, any political party or official thereof, or any candidate for political office or (ii)
any other Person, in any such case while knowing that all or a portion of such money or thing of value will be offered, given or promised,
directly or indirectly, to any official, executive, officer, employee, or any other person acting in an official capacity for or on behalf
of a Governmental Authority (including, but not limited to, any director, officer, employee, or agent of a wholly or partially government-owned
or government-controlled enterprise) or public international organization, any political party or official thereof, or any candidate for
political office, in each case, in violation of the Specified Business Conduct Laws.
(c) The
Group has instituted and maintains policies, procedures, and controls reasonably designed to ensure compliance in all material respects
with the Specified Business Conduct Laws.
(d) The
operations of the Group are and have been conducted at all times in material compliance with applicable financial recordkeeping and reporting
requirements, applicable money laundering and terrorism financing statutes in all relevant jurisdictions, the rules and regulations thereunder
and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority.
(e) To
the knowledge of the Company, there are no current or pending internal investigations, third-party investigations (including by any Governmental
Authority), or internal or external audits that address any material allegations or information concerning possible material violations
of the Specified Business Conduct Laws related to the Group.
(f) To
the knowledge of the Company, there are no whistleblower reports, allegations, or any other information concerning possible material violations
of the Specified Business Conduct Laws related to the Group.
5.29 Government
Contracts; Government Grants.
(a) (i)
The Group is, and has been, in compliance, in all material respects, with all applicable government procurement Laws in connection with
every Contract with a Governmental Authority in all material respects, whether for the procurement of goods or services, to which they
are a party (“Government Contract”) or to which they bid within the framework of a public tender (“Bid”);
(ii) without limiting the foregoing, the Group is and has been in compliance with all material terms and conditions of all Government
Contracts and Bids, and all representations made within the framework of a Government Contract or Bid were current, accurate and complete
in all material respects when made; (iii) to the Company’s knowledge, no allegation has been made, either in writing or orally,
that the Group has acted in violation of a Government Contract or Bid or was in breach of any applicable government procurement Laws;
(iv) the Group has not, and, to the Company’s knowledge, nor has any director (where the director is a corporate person, its
corporate director representative), executive officer been, (A) under administrative, civil or criminal investigation, audit or indictment
with respect to any alleged irregularity, misstatement or omission regarding a Government Contract or Bid or (B) has been suspended
or debarred from placing a Bid or entering a Government Contract; and (v) to the Company’s knowledge, no Governmental Authority
or prime contractor, subcontractor or supplier has asserted any claim or initiated dispute resolution proceedings against the Group in
connection with a Government Contract or Bid.
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(b) The
Governmental Grants to the Group, if any, were granted in material compliance with applicable Laws and the Group is in material compliance
with the terms and conditions of those Governmental Grants. The Group is not obliged to return or refund any material Governmental Grant
which it has already received, and to the knowledge of the Company, no fact or event has occurred that would reasonably be expected to
cause the Group to return or refund any Governmental Grant which it has already received.
5.30 Company
Related Parties. Except as set forth in the Financial Statements (including the notes thereto pertaining to related party
transactions) or Section 5.30 of the
Company Disclosure Letter, no Company Shareholder, Affiliate of the Group (other than members of the Group), director or executive officer
of the Group or any immediate family member of the foregoing (a) is a party to any material Contract, or has otherwise entered into any
material transaction, understanding or arrangement, with any member of the Group, or (b) owns any material property or material right,
tangible or intangible, which is used by the Group.
5.31 No
Additional Representation or Warranties. Except as expressly set forth in this Article V,
neither the Group or Merger Subs, nor any of their respective Affiliates, nor any of their respective directors, managers, officers, employees,
shareholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to SPAC or its Affiliates
and no such party shall be liable in respect of the accuracy or completeness of any information provided to SPAC or its Affiliates. Without
limiting the foregoing, SPAC acknowledges that it and its advisors have made their own investigation of the Company Parties and the Group
and, except as expressly set forth in this Article V,
are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular
purpose or trade as to any of the assets of the Group, the prospects (financial or otherwise) or the viability or likelihood of success
of the business of the Group as conducted after the Closing, as contained in any materials provided by the Group or any of its Affiliates
or any of their respective directors, managers, officers, employees, shareholders, partners, members or representatives or otherwise.
Article
VI
REPRESENTATIONS AND WARRANTIES OF SPAC
Except as set forth in (i) any
SPAC SEC Filings filed or submitted on or prior to the date hereof (excluding any disclosures in any risk factors section that do not
constitute statements of fact, disclosures in any forward-looking statements disclaimer and other disclosures that are generally cautionary,
predictive or forward-looking in nature) (it being acknowledged that nothing disclosed in such SPAC SEC Filings will be deemed to modify
or qualify the representations and warranties set forth in Section 6.8 or Section 6.12), or (ii) in the disclosure
letter delivered by SPAC to the Company (the “SPAC Disclosure Letter”) on the date of this Agreement (each section
of which, subject to Section 10.9, qualifies the correspondingly numbered and lettered representations in this Article VI),
SPAC represents and warrants to the Company Parties as follows:
6.1 SPAC
Organization. SPAC is an exempted company with limited liability that has been duly incorporated and is validly existing
and in good standing under the Laws of the Cayman Islands and has the requisite corporate power and authority to own, lease and operate
all of its properties and assets and to conduct its business as it is now being conducted. The Governing Documents of SPAC as amended
to the date of this Agreement, previously delivered by SPAC to the Company, are in full force and effect as of the date hereof, and are
true, correct and complete, and the SPAC is not in breach or violation of any provisions contained in its Governing Documents in any material
respect. SPAC is duly licensed or qualified and in good standing as a foreign corporation or company in all jurisdictions in which its
ownership of property or the character of its activities is such as to require it to be so licensed or qualified and in good standing,
except where failure to be so licensed or qualified would not reasonably be expected to be, individually or in the aggregate, material
to SPAC.
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6.2 Due
Authorization.
(a) SPAC
has all requisite corporate power and authority to (i) execute and deliver this Agreement and the other Transaction Agreements to which
it is or will be a party, and (ii) (subject to the approvals described in Section 6.7 and the approval of the
SPAC Shareholder Approval Matters) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder.
The execution and delivery of this Agreement and the other Transaction Agreements to which it is or will be a party and the consummation
of the Transactions have been (A) duly and validly authorized and approved by the SPAC Board and (B) determined by the SPAC Board
as in the best interests of, SPAC and the shareholders of SPAC as a whole, constituting a Business Combination, and recommended for approval
by the shareholders of SPAC. No other corporate proceeding on the part of SPAC is necessary to authorize this Agreement and the other
Transaction Agreements to which it is or will be a party (other than the SPAC Shareholder Approval Matters). This Agreement has been,
and at or prior to the Closing, the other Transaction Agreements to which it is or will be a party will be, duly and validly executed
and delivered by SPAC, and this Agreement constitutes, assuming the due authorization, execution and delivery by the other Parties hereto,
and at or prior to the Closing, the other Transaction Agreements to which it is or will be a party will constitute, assuming the due authorization,
execution and delivery by the other parties thereto, legal, valid and binding obligations of SPAC, enforceable against SPAC in accordance
with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar
Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.
(b) At
a meeting duly called and held, the SPAC Board has duly approved the Transactions as a Business Combination, the First Plan of Merger,
the execution of this Agreement and the other Transaction Agreements to which it is or will be a party by SPAC and the consummation of
the Transactions (including the Mergers) in accordance with the Governing Documents of SPAC and determined to recommend the approval of
the SPAC Shareholder Approval Matters by the shareholders of SPAC. The vote to approve the SPAC Shareholder Approval Matters is
the only vote of any holders of SPAC Securities necessary in connection with the consummation of the Transactions.
6.3 No
Conflict. Subject to the approval of the SPAC Shareholder Approval Matters and receipt of the Governmental Approvals set
forth in Section 6.7, the execution
and delivery of this Agreement by SPAC and the other Transaction Agreements to which it is or will be a party by SPAC and the consummation
of the Transactions do not and will not (a) violate or conflict with any provision of, or result in the breach of or default under the
Governing Documents of SPAC, (b) violate or conflict with any provision of, or result in the breach of, or default under any applicable
Law or Governmental Order applicable to SPAC, (c) violate or conflict with any provision of, or result in the breach of, result in the
loss of any right or benefit, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or
give rise to any right of termination, cancellation or acceleration) under any Contract to which SPAC is a party or by which SPAC may
be bound, or terminate or result in the termination of any such Contract, or (d) result in the creation of any Lien upon any of the
properties or assets of SPAC, except, in the case of clauses (b) through (d), to the extent that the occurrence of the foregoing would
not (i) prevent or materially impair or delay the ability of SPAC to enter into and perform its obligations under this Agreement
and the Transactions or (ii) have, or would not reasonably be expected to have, individually or in the aggregate, a SPAC Material Adverse
Effect.
6.4 Litigation
and Proceedings. There have been, and there are, no pending or, to the knowledge of SPAC, threatened, Actions against SPAC,
its properties or assets, or, to the knowledge of SPAC, any of its directors, managers, officers or employees (in their capacity as such).
There have been, and there are, no investigations or other inquiries pending or, to the knowledge of SPAC, threatened by any Governmental
Authority, against SPAC, its properties or assets, or, to the knowledge of SPAC, any of its directors, managers, officers or employees
(in their capacity as such). There has been, and there is, no outstanding Governmental Order imposed upon SPAC, nor have been and are
any assets of SPAC’s businesses bound or subject to any Governmental Order the violation of which would, individually or in the
aggregate, reasonably be expected to be material to SPAC. As of the date hereof, SPAC is in compliance with all applicable Laws in all
material respects. Since its incorporation on August 13, 2024, SPAC has not received any written notice of, or been charged with, the
violation of any Laws, except where such violation has not been, individually or in the aggregate, material to SPAC.
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6.5 SEC
Filings. SPAC has timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents
required to be filed or furnished by it with the SEC since February 27, 2025, pursuant to the Exchange Act or the Securities Act (collectively,
as they have been amended since the time of their filing through the date hereof, the “SPAC SEC Filings”). Each of
the SPAC SEC Filings, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects
with the applicable requirements of the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and any rules and regulations promulgated
thereunder applicable to the SPAC SEC Filings. As of the respective date of its filing (or if amended or superseded by a filing prior
to the date of this Agreement or the Closing Date, then on the date of such filing), the SPAC SEC Filings did not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in
light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved comments
in comment letters received from the SEC with respect to the SPAC SEC Filings. To the knowledge of SPAC, none of the SPAC SEC Filings
filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. All documents that SPAC
is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects
with the applicable requirements of the Securities Act and the Exchange Act.
6.6 Internal
Controls; Listing; Financial Statements.
(a) Except
as not required in reliance on exemptions from various reporting requirements by virtue of SPAC’s status as an “emerging growth
company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS
Act”), SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act).
Such disclosure controls and procedures are designed to ensure that material information relating to SPAC, including its consolidated
Subsidiaries, if any, is made known to SPAC’s principal executive officer and its principal financial officer by others within those
entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure
controls and procedures are effective in timely alerting SPAC’s principal executive officer and principal financial officer to material
information required to be included in SPAC’s periodic reports required under the Exchange Act. SPAC has established and maintained
a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable
assurance regarding the reliability of SPAC’s financial reporting and the preparation of SPAC Financial Statements for external
purposes in accordance with GAAP.
(b) Except
as set forth on Section 6.6(b) of the SPAC Disclosure Letter, each director and executive officer of SPAC has filed
with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated
thereunder.
(c) Since
February 27, 2025, SPAC has complied in all material respects with the applicable listing and corporate governance rules and regulations
of Nasdaq. The SPAC Class A Ordinary Shares, the SPAC Warrants and the SPAC Units are registered pursuant to Section 12(b) of the
Exchange Act and are listed for trading on Nasdaq. There are no Actions pending or, to the knowledge of SPAC, threatened, against SPAC
by Nasdaq or the SEC with respect to any intention by such entity to deregister the SPAC Class A Ordinary Shares, the SPAC Warrants or
the SPAC Units or prohibit or terminate the listing of SPAC Class A Ordinary Share, the SPAC Warrants or the SPAC Units on Nasdaq.
(d) The
SPAC SEC Filings contain true and complete copies of (i) the audited balance sheet as of December 31, 2024 and December 31, 2025, together
with the auditor’s reports thereon, and unaudited statement of operations, cash flow and shareholders’ equity of SPAC for
the years ended on December 31, 2024 and December 31, 2025 (the “SPAC Financial Statements”). Except as disclosed in
the SPAC SEC Filings, the SPAC Financial Statements (A) fairly present in all material respects the financial position of SPAC, as at
the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (B) were
prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the
notes thereto), and (C) comply in all material respects with the applicable accounting requirements and with the rules and regulations
of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of SPAC have been,
and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.
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(e) There
are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange
Act) or director of SPAC. SPAC has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.
(f) Except
for otherwise disclosed in the SPAC SEC Filings, neither SPAC (including any employee thereof) nor SPAC’s independent auditors has
identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized
by SPAC, (ii) any fraud, whether or not material, that involves SPAC’s management or other employees who have a role in the preparation
of financial statements or the internal accounting controls utilized by SPAC or (iii) any claim or allegation regarding any of the foregoing.
(g) SPAC
is not party to, and does not have any commitment to become a party to, any material off-balance sheet partnership or any similar Contract
or arrangement, including any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by
the SEC).
6.7 Governmental
Authorities; Approvals. Assuming the truth and completeness of the representations and warranties of the Company Parties
contained in this Agreement, no Governmental Approval is required on the part of SPAC with respect to SPAC’s execution or delivery
of this Agreement or the consummation of the Transactions, except for (a) the filing of the Plans of Merger and such other documents and
declarations as required by Section 233 of the Cayman Companies Act and the First Merger Surviving Company M&A and Second Merger Surviving
Company M&A, with the Cayman Registrar in accordance with the Cayman Companies Act, and the publication of notification of the Mergers
in the Cayman Islands Government Gazette in accordance with the Cayman Islands Companies Act, and (b) as otherwise disclosed on Section 6.7
of the SPAC Disclosure Letter or Section 5.6
of the Company Disclosure Letter.
6.8 Trust
Account. As of the date of this Agreement, SPAC has at least US$209,220,000 in the Trust Account (including an aggregate of approximately US$7,043,750 of deferred underwriting commissions and other fees being held
in the Trust Account), such monies invested in United States government securities or money market funds meeting certain conditions under
Rule 2a-7 promulgated under the Investment Company Act, or cash items, including deposits in banks, pursuant to the Investment Management
Trust Agreement, dated as of February 27, 2025, between SPAC and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”),
as amended from time to time (the “Trust Agreement”). There are no separate Contracts, or other arrangements or understandings
(whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SPAC SEC Filings to
be inaccurate or that would entitle any Person (other than the underwriters of the SPAC’s initial public offering (pursuant to Contracts
that have been made available to the Company prior to the execution of this Agreement) and the shareholders of SPAC holding SPAC Public
Shares sold in SPAC’s initial public offering, who shall have elected to redeem their SPAC Public Shares pursuant to SPAC’s
Governing Documents) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account
may be released, other than to pay Taxes and payments with respect to all SPAC Shareholder Redemptions. There are no Actions pending or,
to the knowledge of SPAC, threatened, with respect to the Trust Account. SPAC has performed all material obligations required to be performed
by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection
with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default
or breach thereunder. As of the First Merger Effective Time, the obligations of SPAC to liquidate and dissolve pursuant to SPAC’s
Governing Documents shall terminate, and as of the First Merger Effective Time, SPAC shall have no obligation whatsoever pursuant to SPAC’s
Governing Documents to liquidate and dissolve the assets of SPAC by reason of the consummation of the Transactions. To SPAC’s knowledge,
as of the date hereof, following the First Merger Effective Time, no SPAC Shareholder shall be entitled to receive any amount from the
Trust Account except to the extent such SPAC Shareholder is exercising a SPAC Shareholder Redemption. As of the date hereof, assuming
the accuracy of the representations and warranties of the Company Parties contained herein and the compliance by the Company Parties with
their respective obligations hereunder, SPAC does not have any reason to believe that any of the conditions to the use of funds in the
Trust Account will not be satisfied or funds available in the Trust Account will not be available to SPAC on the Closing Date.
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6.9 Investment
Company Act; JOBS Act. SPAC is not an “investment company” or a Person directly or indirectly “controlled”
by or acting on behalf of an “investment company,” in each case, within the meaning of the Investment Company Act. SPAC constitutes
an “emerging growth company” within the meaning of the JOBS Act.
6.10 Absence
of Changes. Since December 31, 2025, there has not been any event or occurrence that has had, or would reasonably be expected
to have, individually or in the aggregate, a SPAC Material Adverse Effect.
6.11 No
Undisclosed Liabilities. Except for any SPAC Transaction Expenses, there is no liability, debt or obligation of, or claim
or judgment against, SPAC (whether direct or indirect, absolute or contingent, accrued or unaccrued, known or unknown, liquidated or unliquidated
or due or to become due), except for (a) Indebtedness reflected or reserved for on the financial statements or disclosed in the notes
thereto included in SPAC SEC Filings, (b) that have arisen since the date of the most recent balance sheet included in the SPAC SEC Filings,
(c) under or disclosed in the Transaction Agreements, or (d) which have not been, and would not reasonably be expected to be, material
to SPAC.
6.12 Capitalization
of SPAC.
(a) As
of the date of this Agreement, the authorized share capital of SPAC is US$50,000, divided into (i) 479,000,000 SPAC Class A Ordinary Shares,
of which 780,100 shares are issued and outstanding as of the date of this Agreement, excluding 20,125,000 SPAC Class A Ordinary Shares
subject to possible redemption, (ii) 20,000,000 SPAC Class B Ordinary Shares, of which 6,707,663 shares are issued and outstanding as
of the date of this Agreement, and (iii) 1,000,000 preference shares of a par value of US$0.0001 per share, of which no shares are
issued and outstanding as of the date of this Agreement (clauses (i), (ii) and (iii) and SPAC Warrants (as defined below) collectively,
the “SPAC Securities”). The foregoing represents all of the issued and outstanding SPAC Securities as of the date of
this Agreement. All issued and outstanding SPAC Securities: (i) have been duly authorized and validly issued and are fully paid and non-assessable;
(ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements
set forth in (1) SPAC’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities;
and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal,
preemptive right, subscription right or any similar right under any provision of any applicable Law, SPAC’s Governing Documents
or any Contract to which SPAC is a party or otherwise bound.
(b) As
of the date of this Agreement and subject to the terms and conditions of the SPAC Warrant Agreement and the Closing Warrant Agreement,
as applicable, each SPAC Warrant will be exercisable (after giving effect to the Merger) for one (1) SPAC Class A Ordinary Share at an
exercise price of eleven Dollars and fifty cents (US$11.50) per share. As of the date of this Agreement, 10,062,500 SPAC Public Warrants
and 390,050 SPAC Private Placement Warrants are issued and outstanding. The SPAC Warrants are not exercisable until thirty (30) calendar
days after the Closing. All outstanding SPAC Warrants: (i) have been duly authorized and validly issued and constitute valid and
binding obligations of SPAC, enforceable against SPAC in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability,
to general principles of equity; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and
state securities Laws, and all requirements set forth in (1) SPAC’s Governing Documents and (2) any other applicable Contracts
governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase
option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable
Law, SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise bound. Except for the Subscription Agreements,
SPAC’s Governing Documents and this Agreement, there are no outstanding Contracts of SPAC to repurchase, redeem or otherwise acquire
any SPAC Securities. Except as disclosed in the SPAC SEC Filings, SPAC is not a party to any shareholders agreement, voting agreement
or registration rights agreement relating to SPAC Ordinary Shares or any other equity interests of SPAC.
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(c) Except
as contemplated by this Agreement and the Ancillary Agreements, SPAC has not granted and does not have any obligations to grant any outstanding
options, share appreciation rights, warrants, rights or other securities convertible into or exchangeable or exercisable for SPAC Securities,
or any other commitments or agreements providing for the issuance of additional shares, warrants or units, the sale of treasury shares,
or the repurchase or redemption of any SPAC Securities, the value of which is determined by reference to the SPAC Securities, and there
are no Contracts of any kind which may obligate SPAC to issue, purchase, redeem or otherwise acquire any of its SPAC Securities, or that
restrict the transfer or voting of, any capital share or share capital of, or other equity or voting interest in, or any securities convertible
into or exchangeable for shares of capital share or share capital of, or other equity or voting interest in SPAC.
(d) SPAC
has no Subsidiaries and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or
debt) in any Person, whether incorporated or unincorporated. SPAC is not party to any Contract that obligates SPAC to invest money in,
loan money to or make any capital contribution to any other Person.
6.13 Brokers’
Fees. No broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other
commission in connection with the Transactions based upon arrangements made by SPAC or any of its Affiliates for which SPAC or the Group
has any obligation.
6.14 Business
Activities.
(a) Since
formation, SPAC has not conducted any business activities other than activities related to SPAC’s initial public offering or directed
toward the accomplishment of a Business Combination. Except as set forth in SPAC’s Governing Documents, or as otherwise contemplated
by this Agreement or the Ancillary Agreements and the Transactions, there is no agreement, commitment, Contract or Governmental Order
binding upon SPAC or to which SPAC is a party, which has or would reasonably be expected to have the effect of prohibiting or impairing
any business practice of SPAC or any acquisition of property by SPAC or the conduct of business by SPAC as currently conducted or as contemplated
to be conducted as of the Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably
be expected to be material to SPAC.
(b) Except
for the Transactions, SPAC does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity
or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Ancillary
Agreements and the Transactions, SPAC has no material interests, rights, obligations or liabilities with respect to, and is not party
to, bound by or has its assets or property subject to, in each case, whether directly or indirectly, any Contract or transaction which
is, or would reasonably be interpreted as constituting, a Business Combination.
(c) As
of the date hereof and except for this Agreement, the Ancillary Agreements and the other documents and the Transactions (including with
respect to expenses and fees incurred in connection therewith) and as disclosed in the SPAC SEC Filings, SPAC is not party to any Contract
with any other Person that would require payments by SPAC after the date hereof in excess of US$25,000 in the aggregate with respect to
any individual Contract, other than SPAC Transaction Expenses that are set forth in Section 6.14(c) of the SPAC Disclosure
Letter.
(d) SPAC
does not: (i) produce, design, test, manufacture, fabricate or develop one or more “critical technologies”, as such term is
defined at 31 C.F.R. § 800.215; (ii) perform the functions as set forth in column 2 of appendix A to 31 C.F.R. Part 800 with
respect to “covered investment critical infrastructure”, as such term is defined at 31 C.F.R. § 800.212; or (iii) maintain
or collect, directly or indirectly, “sensitive personal data”, as such term is defined at 31 C.F.R. § 800.241, of
U.S. citizens.
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6.15 Nasdaq
Stock Market Quotation. The SPAC Class A Ordinary Shares, SPAC Public Warrants and SPAC Units are each registered pursuant
to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbols “NHIC”, “NHICW” and
“NHICU”, respectively. SPAC has been and is in compliance with the rules of Nasdaq and, there has been and there is no Action
or proceeding pending or, to the knowledge of SPAC, threatened, against SPAC by Nasdaq or the SEC with respect to any intention by such
entity to deregister the SPAC Class A Ordinary Shares, SPAC Units or SPAC Public Warrants or terminate the listing of SPAC Class A Ordinary
Shares, SPAC Units or SPAC Public Warrants on Nasdaq. None of SPAC or its Affiliates has taken any action in an attempt to terminate the
registration of the SPAC Class A Ordinary Shares, SPAC Units or SPAC Public Warrants under the Exchange Act, except as contemplated by
this Agreement.
6.16 Registration
Statement, Proxy Statement and Proxy Statement/Prospectus. On the effective date of the Registration Statement, the Registration
Statement, and when first filed in accordance with Rule 424(b) and/or filed pursuant to Section 14A and when first mailed to shareholders
of SPAC and at the time of the SPAC Shareholder Meeting, the Proxy Statement and the Proxy Statement/Prospectus (or any amendment or supplement
thereto), assuming the disclosures of the Company Parties and their respective Affiliates contained in the Registration Statement and
Proxy Statement (together with any amendments or supplements thereto) are true, correct and complete, none of the information furnished
by or on behalf of SPAC in writing specifically for inclusion in the Registration Statement or Proxy Statement will include any untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. All documents that SPAC is responsible for filing with the SEC in connection with the transactions
contemplated by this Agreement will comply in all material respects with the applicable requirements of the Securities Act and the Exchange
Act.
6.17 SPAC
Related Parties. Except as disclosed in Section 6.17
of the SPAC Disclosure Letter, SPAC has not engaged in any transactions or entered into any Contract with any SPAC Related Parties that
would be required to be disclosed in the Registration Statement or Proxy Statement. Neither SPAC nor, to the knowledge of SPAC, any other
party thereto, is in breach of or in default under, and with would become a breach of or default under, any such Contracts with SPAC Related
Parties.
6.18 SPAC
Material Contracts. Each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K
of the SEC) to which SPAC is a party (each such contract, a “SPAC Material Contract”) is an exhibit to the SPAC SEC
Documents.
6.19 Taxes.
(a) All
material Tax Returns required to be filed by or with respect to SPAC have been timely filed (taking into account any extensions) and such
Tax Returns are true, correct and complete in all material respects. All material Taxes due and payable by SPAC (whether or not shown
on any Tax Return) have been or will be timely paid, except with respect to matters being contested in good faith by appropriate proceeding
and with respect to which adequate reserves have been made in accordance with GAAP.
(b) No
material deficiencies for any Taxes that are currently outstanding with respect to any Tax Returns of SPAC have been asserted in writing
by, and no written notice of any action, audit, assessment or other proceeding, in each case, that is currently pending, with respect
to such Tax Returns or any Taxes of SPAC has been received from, any Governmental Authority, and no dispute or assessment relating to
such Tax Returns or such Taxes with any such Governmental Authority is currently outstanding.
(c) No
claim that is currently outstanding has been made in writing by any Governmental Authority in a jurisdiction where SPAC does not file
Tax Returns of a particular type that SPAC is or may be subject to taxation of such particular type by that jurisdiction.
(d) There
are no liens for material Taxes (other than such liens that are Permitted Liens) upon the assets of SPAC.
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(e) Except
as contemplated by this Agreement, SPAC has not taken any action (nor permitted any action to be taken), and is not aware of any facts
or circumstances (without conducting independent inquiry or diligence of any Company Group Member), that would reasonably be expected
to prevent, impair or impede the Mergers Intended Tax Treatment.
(f) SPAC
is not subject to Tax in a country other than the country of its incorporation or formation solely by virtue of having a permanent establishment
in such other country.
(g) SPAC
is and since its formation has been treated as a foreign corporation (within the meaning of the Code) for all U.S. federal and applicable
state and local income Tax purposes.
(h) SPAC
is in compliance in all material respects with all terms and conditions of any material Tax incentives, exemption, holiday or other material
Tax reduction agreement or order of a Governmental Authority applicable to SPAC, and to the knowledge of SPAC the consummation of the
Transactions will not have any material adverse effect on the continued validity and effectiveness of any such material Tax incentives,
exemption, holiday or other material Tax reduction agreement or order.
(i) SPAC
is not and has not been a party to any “listed transaction” defined in Treasury Regulation Section 1.6011-4(b).
(j) SPAC
is not a party to any Tax sharing, Tax indemnity or Tax allocation Contract (other than a contract entered into in the ordinary course
of business, the primary purpose of which is not related to Taxes).
(k) SPAC
does not have liability for the Taxes of any other Person (other than a SPAC Subsidiary): (i) under Treasury Regulation Section 1.1502-6
(or any similar provision of applicable Law), or (ii) as a transferee or successor, other than, in each case, Taxes of any other SPAC
Affiliate.
(l) During
the two (2) year period ending on the date of this Agreement, SPAC was not a distributing corporation or a controlled corporation in a
transaction purported or intended to be governed by Section 355 of the Code.
6.20 Insurance.
Except for directors’ and officers’ liability insurance policies as disclosed in Section 6.20
of the SPAC Disclosure Letter, SPAC does not maintain any insurance policies. True, correct and complete copies of such directors’
and officers’ liability insurance policies as in effect as of the date hereof have previously been made available to the Company
Parties. All such policies are in full force and effect, all premiums due have been paid by SPAC, no notice of cancellation or termination
has been received by SPAC with respect to any such policy. To the knowledge of SPAC, no insurer has denied or disputed coverage of any
claim under an insurance policy.
6.21 Employees
and Benefits. Section 6.21
of the SPAC Disclosure Letter sets forth a true, correct and complete list of the directors, officers and employees of SPAC. None of the
SPAC or any of its Subsidiaries has ever sponsored, maintained, contributed to (or been required to contribute to), or has ever had any
liability or obligation with respect to, any “employee benefit plan” (within the meaning of Section 3(3) of ERISA, whether
or not subject to ERISA) or any other compensation, retirement, health and welfare or other benefit plan, program, policy, agreement or
arrangement. Neither the Ancillary Agreements nor the consummation of the Transactions (either alone or upon the passage of time) will
(a) cause any compensatory payment or benefit, including any retention, bonus, fee, distribution, remuneration, or other compensation
payable to any person who is or has been an employee or director of, or independent contractor to, SPAC (other than fees paid to consultants,
advisors, placement agents or underwriters engaged by SPAC in connection with its initial public offering or this Agreement and the Transactions)
to increase or become due to any such person or (b) result in forgiveness of indebtedness with respect to any director, officer and employee
of SPAC.
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6.22 No
Additional Representation or Warranties. Except as expressly set forth in this Article VI,
none of SPAC or any of its Affiliates, nor any of their respective directors, managers, officers, employees, shareholders, partners, members
or representatives has made, or is making, any representation or warranty whatsoever to the Company Parties or their respective Affiliates
and no such Person shall be liable in respect of the accuracy or completeness of any information provided to the Company Parties or their
respective Affiliates. Without limiting the foregoing, each Company Party acknowledges that it and its advisors have made their own investigation
of SPAC and, except as expressly set forth in this Article VI,
are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular
purpose or trade as to any of the assets of, the prospects (financial or otherwise) or the viability or likelihood of success of the business
of SPAC as conducted after the Closing, as contained in any materials provided by SPAC or any of its Affiliates or any of their respective
directors, managers, officers, employees, shareholders, partners, members or representatives or otherwise.
Article
VII
COVENANTS
7.1 Conduct
of Business by Company Parties. From the date of this Agreement through the earlier of the Closing or valid termination
of this Agreement pursuant to Article IX
(such period of time, the “Interim Period”), the Group and each Merger Sub shall, except (a) as contemplated, required
or permitted by this Agreement (including the Capital Restructuring and the Company Earnout Bonus Issue) or the other Transaction Agreements
(including as contemplated, required or permitted by the PIPE Investment), (b) as required by Law, (c) as set forth on Section 7.1
of the Company Disclosure Letter or (d) as consented to by SPAC in writing (which consent shall not be unreasonably conditioned, withheld,
delayed or denied), operate the business of the Group in the ordinary course of business, and the Group and each Merger Sub shall use
commercially reasonable efforts to (i) preserve its and their present business organizations, assets, rights, properties and goodwill
in all material respects and (ii) preserve its and their present relationships with their customers, suppliers, vendors and other Persons
with whom it and they have business relations in all material respects. Without limiting the generality of the foregoing, except (i) as
set forth on Section 7.1 of the Company
Disclosure Letter, (ii) as consented to by SPAC in writing (which consent shall not be unreasonably conditioned, withheld, delayed
or denied), (iii) as contemplated, required or permitted by this Agreement (including the Capital Restructuring and the Company Earnout
Bonus Issue) or the other Transaction Agreements (including as contemplated, required or permitted by the PIPE Investment) or (iv) as
required by Law, during the Interim Period, the Group and each Merger Sub shall not:
(a) change
or amend (whether by amendment, restatement, merger, consolidation, amalgamation or otherwise) the Governing Documents of the Company
or the Merger Subs;
(b) make,
declare, set a record date for or pay any dividend or distribution to the shareholders of the Company or make, declare, set a record date
for or pay any other distributions in respect of any of the Company’s share capital, shares or other equity interests, in each case,
other than (i) the annual dividend distribution as approved by the annual general shareholders meeting of the Company or (ii) for the
avoidance of doubt, dividends and distributions by a direct or indirect wholly owned Subsidiary of the Company to its parent;
(c) subdivide,
combine, reclassify, recapitalize or otherwise amend any terms of any shares or series of the Company’s capital share or equity
interests;
(d) purchase,
repurchase, redeem or otherwise acquire any issued and outstanding share capital, outstanding shares, membership interests or other equity
interests of the Company, in each case, other than the acquisition by the Company of any share capital, shares, membership interests or
other equity interests of the Company or any Subsidiary thereof in connection with the forfeiture or cancellation of such interests or
in connection with (or in respect of share capital, shares, membership interests or other equity interests underlying or issued upon vesting,
settlement or exercise of) any equity awards granted under the Company Equity Plan;
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(e) enter
into, modify in any material respect, or terminate (other than expiration in accordance with its terms) any Contract of a type required
to be listed on Section 5.12(a) of the Company Disclosure Letter or any Real Property Lease required to be listed
on Section 5.12(a) of the Company Disclosure Letter, in each case, with a value in excess of US$10,000,000, and
in each case, other than in the ordinary course of business consistent with past practice;
(f) sell,
assign, transfer, convey, lease or otherwise dispose of or subject to a Lien (other than a Permitted Lien) any tangible assets or properties
of the Group with a value in excess of US$10,000,000, including the Leased Real Property, other than for (i) sales, assignments, transfers,
conveyances or leases of tangible assets or properties of the Group in the ordinary course of business consistent with past practice and
(ii) dispositions of obsolete or worthless equipment in the ordinary course of business;
(g) acquire
any ownership interest in any real property with a value in excess of US$10,000,000;
(h) except
as otherwise required by existing Company Benefit Plans, Contracts or applicable Law, (i) grant any material retention, change in control,
transaction or similar bonuses to any executives of the Company, (ii) take any voluntary action to discretionarily amend or waive any
performance or vesting criteria or to accelerate the time of payment or vesting of any compensation or benefit payable by the Group, (iii)
materially increase the compensation or benefits of any executive officer of the Group, other than in the ordinary course of business
consistent with past practice, or (iv) enter into, materially amend or terminate any Company Benefit Plan (or any plan, program, agreement
or arrangement that would be a Company Benefit Plan if in effect on the date hereof), other than in the ordinary course of business consistent
with past practice;
(i) acquire
by merger or consolidation with, or merge or consolidate with, or purchase substantially all or a material portion of the assets of, any
corporation, partnership, association, joint venture or other business organization or division thereof with a transaction value in excess
of US$5,000,000 in any individual transaction (or series of related transactions) or US$10,000,000 in the aggregate;
(j) make
any material loans or material advances to any Person in excess of US$1,000,000, except for (i) advances to employees, officers or independent
contractors of the Group for indemnification, attorneys’ fees, travel and other expenses incurred in the ordinary course of business
and (ii) payment terms for customers and suppliers in the ordinary course of business;
(k) (i)
make, change or revoke any material Tax election, (ii) amend, modify or otherwise change any filed income Tax Return or other material
Tax Return, (iii) adopt or request permission of any Governmental Authority to change any material accounting method for Tax purposes,
(iv) enter into any Tax allocation, Tax sharing or Tax indemnity agreement (other than any contract entered into in the ordinary course
of business, the primary purpose of which is not related to Taxes or any contract between any of the Company Group Members), (v) (1) enter
into any “closing agreement” as described in Section 7121 of the Code with the IRS, or (2) enter into any similar agreement
with respect to material taxes under any similar provision of state, local or non-U.S. Law with any other Governmental Authority, (vi)
settle any Action, claim, audit, or assessment in respect of any Taxes (other than any such settlement that would not reasonably be expected
to cause any Company Group Member to be required to pay a material amount of Taxes or otherwise to cause a material impact to any Company
Group Member’s Tax position in any taxable period or portion thereof beginning after the Closing Date), (vii) knowingly surrender
or allow to expire any right to claim a refund of any material Taxes, or (viii) consent to any extension or waiver of the limitation period
applicable to any claim or assessment in respect of any Taxes or in respect of any Tax attribute that would give rise to any claim or
assessment of Taxes (other than any such extension or waiver with respect to a non-material claim or assessment granted in the ordinary
course of business consistent with the applicable past practices of the Company Group Members);
(l) take
any action, or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent, impair
or impede the qualification of the Mergers for the Mergers Intended Tax Treatment;
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(m) incur
or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights
to acquire any debt securities of the Company or guaranty any debt securities of another Person, in each case, other than any Indebtedness
or guarantee incurred in the ordinary course of business and with a Person other than any Affiliate of the Group (other than a member
of the Group) in connection with the Group’s business operations which does not exceed US$10,000,000;
(n) issue
any Company Ordinary Shares or securities exercisable for or convertible into Company Ordinary Shares, other than (i) pursuant to an equity
financing on terms consistent with Section 7.1(n) of the Company Disclosure Letter (a “Pre-Closing Equity
Financing”), (ii) in connection with the issuance of Company Ordinary Shares upon the vesting, settlement or exercise of any
Company Options, Company RSUs or other equity incentive awards with respect to Company Ordinary Shares granted under the Company Equity
Plan or (iii) the grant of Company Options, Company RSUs or other equity incentive awards with respect to Company Ordinary Shares under
the Company Equity Plan in the ordinary course of business up to the maximum number of Company Ordinary Shares reserved for issuance thereunder
as of the date hereof (subject to adjustment in accordance with the terms thereof) (provided that nothing herein shall limit the
Company’s ability to promise to grant equity incentive awards under the Company Post-Closing Equity Plan and the Company Post-Closing
ESPP to employees or other individual service providers of the Company and any Subsidiaries from and after the Closing so long as such
promised equity incentive awards may not exceed, in the aggregate, the number of Company Ordinary Shares initially reserved for issuance
under the Company Post-Closing Equity Plan or the Company Post-Closing ESPP, as applicable, pursuant to Section 7.22
below);
(o) adopt
a plan of, or otherwise enter into or effect a, complete or partial liquidation, dissolution, restructuring, recapitalization or other
reorganization of the Company (other than, for the avoidance of doubt, the Mergers, the Capital Reduction and the Capital Restructuring);
(p) waive,
release, settle, compromise or otherwise resolve any material inquiry, investigation, claim, Action, litigation or other legal proceedings,
except where such waivers, releases, settlements or compromises involve only the payment of monetary damages in an amount less than US$10,000,000
in the aggregate;
(q) (i)
grant to, or agree to grant to, any Person any right to or interest in any Intellectual Property that is material to the Group other than
in the ordinary course of business or otherwise on arms’ length terms, (ii) sell, dispose of, abandon or permit to lapse any rights
to any Intellectual Property that is material to the Group (other than (A) incidental non-exclusive licenses entered into in the ordinary
course of business and (B) the expiration of Company Registered Intellectual Property that cannot be further maintained or renewed by
applicable statute), or (iii) permit any material Intellectual Property to become subject to a Lien (other than a Permitted Lien);
(r) other
than as required by applicable Law, enter into, materially modify or amend, renew or extend any collective bargaining agreement or similar
labor agreement, or recognize or certify any labor union, works council, labor organization or group of employees of the Group as the
bargaining representative for any employees of the Group;
(s) limit
in any material respect the right of the Group to engage in any line of business or in any geographic area, to develop, market or sell
products or services, or to compete with any Person, in each case, other than in connection with any Contract entered into in the ordinary
course of business;
(t) amend
in a manner materially detrimental to the Group, terminate, permit to lapse or fail to use reasonable best efforts to maintain any material
Governmental Approval or material Permit required for the conduct of material business of the Group; or
(u) enter
into any agreement to do any action prohibited under this Section 7.1.
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7.2 SPAC
Conduct of Business. During the Interim Period, except (i) as contemplated, required or permitted by this Agreement or
the other Transaction Agreements (including as contemplated, required or permitted by the PIPE Investment), (ii) as required by Law, (iii) as
set forth on Section 7.2 of the SPAC
Disclosure Letter or (iv) as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld, delayed
or denied), SPAC shall operate its business in the ordinary course of business and SPAC shall use commercially reasonable efforts to (i)
preserve its present business organization, assets, rights, properties and goodwill in all material respects and (ii) preserve its present
relationships with its investors, vendors and other Persons with whom it has business relations in all material respects. Without limiting
the generality of the foregoing, except (i) as set forth on Section 7.2
of the SPAC Disclosure Letter, (ii) as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld,
delayed or denied), (iii) as contemplated, required or permitted by this Agreement or the other Transaction Agreements (including as contemplated,
required or permitted by the PIPE Investment) or (iv) as required by Law, SPAC shall not:
(a) except
as contemplated by the SPAC Shareholder Approval Matters, seek any approval from the shareholders of SPAC or to change, modify or amend
the Trust Agreement or the Governing Documents of SPAC;
(b) except
as contemplated by the SPAC Shareholder Approval Matters, (i) make, declare, set a record date for or pay any dividend or distribution
to the shareholders of SPAC or make, declare, set a record date for or declare any other distributions in respect of any of SPAC’s
share capital, shares or other equity interests, (ii) subdivide, consolidate, reclassify or otherwise amend any terms of any of SPAC’s
share capital, shares or other equity interests, or (iii) purchase, repurchase, redeem or otherwise acquire any issued and outstanding
share capital, shares, membership interests, warrants or other equity interests of SPAC, other than a redemption of SPAC Public Shares
made as part of the SPAC Shareholder Redemptions;
(c) take
any action, or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent, impair
or impede the qualification of the Mergers for the Mergers Intended Tax Treatment;
(d) enter
into, renew or amend or waive in any material respect, any transaction or Contract with an Affiliate or other direct or indirect equityholder
of SPAC or the Sponsor (including, for the avoidance of doubt, (x) the Sponsor, (y) any Person in which the Sponsor has a direct or indirect
legal, contractual or beneficial ownership interest of 5% or greater and (z) any direct or indirect equityholder of the Sponsor);
(e) enter
into, modify in any material respect, or terminate (other than expiration in accordance with its terms) any SPAC Material Contract;
(f) incur
or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights
to acquire any debt securities of SPAC or guaranty any debt securities of another Person, in each case, other than any indebtedness for
borrowed money in respect of any Working Capital Loan which individually or in the aggregate does not exceed US$250,000;
(g) incur,
guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or otherwise knowingly and purposefully
incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any other material liabilities, debts or
obligations, other than fees and expenses for professional services incurred in support of the Transactions and the other Transaction
Agreements or in support of the ordinary course operations of SPAC;
(h) (i)
establish, adopt, modify, amend or terminate any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA,
whether or not subject to ERISA), equity or equity-based, deferred compensation, severance, retention, bonus, incentive, retirement, retiree
or post-employment welfare, vacation, and other benefit or compensatory plan, program, policy, arrangement or Contract, (ii) grant or
increase (or accelerate the timing of payment or funding of) any compensation or benefits (including, without limitation, any severance
or change in control or retention payments) to any employee, director or independent contractor or (iii) (A) hire any employee or
(B) engage any individual independent contractor or consultant;
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(i) (A)
issue any SPAC Securities or securities exercisable for or convertible into SPAC Securities, (B) grant any options, warrants, units or
other equity-based awards with respect to SPAC Securities not outstanding on the date hereof pursuant to any share incentive plan or otherwise,
or (C) amend, modify or waive any of the material terms or rights set forth in any SPAC Warrant or the Warrant Agreement, including any
amendment, modification or reduction of the warrant price set forth therein;
(j) liquidate,
dissolve, reorganize or otherwise wind up the business and operations of SPAC;
(k) amend
or modify the Trust Agreement or any other agreement related to the Trust Account;
(l) make
any change in any method of financial accounting or financial accounting principles, policies, procedures or practices, except as required
by a concurrent amendment in GAAP or applicable Law;
(m) (i)
make, change or revoke any material Tax election, (ii) amend, modify or otherwise change any filed income Tax Return or other material
Tax Return, (iii) adopt or request permission of any Governmental Authority to change any material accounting method for Tax purposes,
(iv) enter into any Tax allocation, Tax sharing or Tax indemnity agreement (other than any contract entered into in the ordinary course
of business, the primary purpose of which is not related to Taxes), (v) (1) enter into any “closing agreement” as described
in Section 7121 of the Code with the IRS, or (2) enter into any similar agreement with respect to material Taxes under any similar provision
of state, local or non-U.S. Law with any other Governmental Authority, (vi) settle any Action, claim, audit, or assessment in respect
of any Taxes (other than any such settlement that would not reasonably be expected to cause SPAC to be required to pay a material amount
of Taxes or otherwise to cause a material impact to SPAC’s Tax position in any taxable period or portion thereof beginning after
the Closing Date), (vii) knowingly surrender or allow to expire any right to claim a refund of any material Taxes, or (viii) consent to
any extension or waiver of the limitation period applicable to any claim or assessment in respect of any Taxes or in respect of any Tax
attribute that would give rise to any claim or assessment of Taxes (other than any such extension or waiver with respect to a non-material
claim or assessment granted in the ordinary course of business consistent with the applicable past practices of SPAC);
(n) (i)
acquire (including by merger, consolidation, acquisition of shares or assets, any other business combination or otherwise) any corporation,
partnership, other business organization or otherwise acquire any securities or material assets from any third party, (ii) enter
into any strategic joint ventures, partnerships or alliances with any other person or (iii) make any loan or advance or investment
in any third party or initiate the start-up of any new business, non-wholly owned Subsidiary or joint venture;
(o) waive,
release, settle, compromise or otherwise resolve any material inquiry, investigation, claim, Action, litigation or other legal proceedings,
except where such waivers, releases, settlements or compromises involve only the payment of monetary damages in an amount less than US$25,000
in the aggregate; or
(p) enter
into any agreement to do any action prohibited under this Section 7.2.
7.3 Access.
Prior to the Closing and subject to applicable Laws, SPAC and its Representatives, on the one hand, and the Company Parties and their
Representatives, on the other hand, shall be entitled, to have such access to the management, officers, employees, accountants, properties,
businesses and operations of each other and such examination (including the right to make copies) of the Contracts, work papers, Tax Returns
and books and records of the other as it reasonably requests. Any such access and examination shall be conducted on reasonable advance
notice, during regular business hours. The disclosing Party(ies) shall use its reasonable best efforts to cause its officers, employees,
attorneys, accountants, consultants, agents and other Representatives to reasonably cooperate with the accessing Party(ies) and its Representatives
in connection with such access and examination. Notwithstanding the foregoing, no such access or examination shall be permitted to the
extent that it would (a) unreasonably disrupt the operations of the disclosing Party(ies), taken as whole or (b) require the disclosing
Party(ies) to disclose information that the disclosing Party(ies), based upon the written advice of outside counsel, reasonably determines
would, if disclosed, result in a violation of Law, breach of an existing Contract, or a waiver of the attorney-client privilege; provided,
however, that the disclosing Party(ies) shall use reasonable best efforts to seek alternative means to disclose such information
as nearly as possible without violating such Law, breaching such existing Contract or adversely affecting such attorney-client privilege,
as applicable (including providing such information in summary format and/or entering into a joint defense or similar arrangement).
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7.4 Preparation
and Delivery of Additional Financial Statements. As promptly as reasonably practicable following the date hereof, the Company
shall deliver to SPAC (a) audited combined and consolidated balance sheets and the related combined and consolidated statements of operations
and comprehensive loss, changes in deficit and cash flows of the Group as of and for the years ended December 31, 2024 and 2025, and combined
and consolidated balance sheets and the related combined and consolidated statements of operations and comprehensive loss, changes in
deficit and cash flows of the Group for each of the periods then ended, in each case, to the extent required to be included in the Registration
Statement, Proxy Statement/Prospectus or any amendment or supplement thereto, audited in accordance with the standards of the PCAOB, prepared
in accordance with IFRS as issued by the IASB, and containing the report of the Company’s auditors (the “Closing Company
Audited Financial Statements”), and (b) unaudited condensed consolidated balance sheets and the related condensed consolidated
statements of operations and comprehensive loss, changes in deficit and cash flows of the Group as of and for a year-to-date period ended
as of the end of a different fiscal quarter, in each case, to the extent required to be included in the Registration Statement, Proxy
Statement/Prospectus or any amendment or supplement thereto (the “Interim Financial Statements,” together with the
Closing Company Audited Financial Statements, the “Financial Statements”). All such Financial Statements, together
with any unaudited condensed consolidated balance sheets and the related consolidated statements of operations and comprehensive loss,
changes in deficit and cash flows of the Group as of and for a year-to-date period ended as of the end of a different fiscal quarter that
is required to be included in the Registration Statement, Proxy Statement/Prospectus and any other filings to be made by the Company or
SPAC with the SEC in connection with the Transactions, (i) will be prepared in accordance with IFRS applied on a consistent basis throughout
the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the financial
position, results of operations and cash flows of the Group as of the date thereof and for the period indicated therein, except as otherwise
specifically noted therein, provided that the Interim Financial Statements shall be subject to normal and recurring year-end adjustments
and, with respect to any unaudited financial statements, the absence of footnotes and (iii) will, in the case of the Closing Company
Audited Financial Statements, have been audited in accordance with the standards of the PCAOB. The auditor engaged to audit the Closing
Company Audited Financial Statements and to review the Interim Financial Statements shall be, to the extent required by the Exchange Act
and the applicable rules and regulations thereunder adopted by the SEC and the PCAOB, an independent registered public accounting firm
with respect to the Company.
7.5 Exclusivity.
From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article IX,
the Group and the Merger Subs shall not, and the Group and the Merger Subs shall instruct and use their reasonable best efforts to cause
its and their Representatives acting on its and their behalf not to, (a) initiate any negotiations with any Person with respect to, or
provide any non-public information or data concerning the Group or the Merger Subs to any Person relating to, an Acquisition Proposal
or afford to any Person access to the business, properties, assets or personnel of the Group or the Merger Subs in connection with an
Acquisition Proposal, (b) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent,
memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal (other than to or with
SPAC and its Representatives), (c) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws
of any state (other than in connection with the Transactions), (d) otherwise knowingly facilitate any such inquiries, proposals, discussions,
or negotiations or any effort or attempt by any Person to make an Acquisition Proposal, (e) prepare or take any steps in connection with
a public offering of any equity securities of the Company Parties, or a newly formed holding company of the Company Parties (other than
in connection with the Transactions), or (f) otherwise knowingly cooperate in any way with, or assist or participate in, or knowingly
facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. Notwithstanding anything to the
contrary in this Agreement, the Group and the Merger Subs and their Subsidiaries and their respective Representatives shall not be restricted
pursuant to the foregoing sentence with respect to any actions contemplated, required or permitted in this Agreement or the other Transaction
Agreements. From and after the date hereof, the Group and the Merger Subs shall, and shall instruct their respective officers and directors
to, and the Group and the Merger Subs shall instruct and cause their respective Representatives acting on their behalf to, (i) immediately
cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal (other
than with SPAC and its Representatives) and (ii) provide prompt written notice to SPAC of its receipt of any Acquisition Proposal from
any third party, including the details and terms thereof. Notwithstanding the foregoing or any other provisions of this Agreement, the
Company Board may consider and participate in negotiations with respect to an unsolicited Acquisition Proposal relating to the Company,
and may furnish non-public information to and afford access to the business, employees, officers, contracts, properties, assets, books
and records of the Group to any Person in response to such Acquisition Proposal, where the Company Board determines in good faith, after
consultation with outside legal counsel, that a failure to take such action with respect to such offer or proposal as applicable, would
constitute a breach of its fiduciary duties under applicable Law; provided that the Company shall promptly (and in any event within
three (3) Business Days) (A) notify SPAC if any inquiry, proposal or offer relating to an Acquisition Proposal with respect to the Company,
or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Change in Recommendation, is received by the
Company or any of its Representatives, including the identity of the Person or group of Persons making such inquiry, proposal or offer,
(B) keep SPAC reasonably informed of any material developments, discussions or negotiations regarding such inquiry, proposal or offer
(including any changes to the terms thereof) and any Company Change in Recommendation with respect thereto and (C) upon the request
of SPAC, reasonably inform SPAC of the status of such inquiry, proposal or offer or a Company Change in Recommendation with respect thereto.
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7.6 No
Solicitation by SPAC. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in
accordance with Article IX, SPAC
shall not, and SPAC shall instruct and use its reasonable best efforts to cause its Representatives acting on its behalf not to, (a) make
any inquiry, proposal or offer with respect to a Business Combination Proposal, other than to or with the Company and its Representatives,
(b) initiate any discussions or negotiations with any Person with respect to a Business Combination Proposal, (c) enter into any acquisition
agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding
or agreement in principle, or any other agreement relating to a Business Combination Proposal, in each case, other than to or with the
Company and its Representatives, (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any
effort or attempt by any Person to make a Business Combination Proposal, or (e) otherwise knowingly cooperate in any way with, or assist
or participate in, or knowingly facilitate or encourage any effort or attempt by any with respect to a Business Combination Proposal.
From and after the date hereof, SPAC shall, and SPAC shall instruct and use its reasonable best efforts to cause its Representatives acting
on its behalf to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to
a Business Combination Proposal (other than with the Company and its Representatives).
7.7 Preparation
of Registration Statement/Proxy Statement/Prospectus; Shareholders’ Meetings and Approvals.
(a) Registration
Statement/Proxy Statement/Prospectus.
(i) As
promptly as practicable after the execution of this Agreement, (x) SPAC and the Company Parties shall jointly prepare and the Company
shall file with the SEC, mutually acceptable materials (such acceptance not to be unreasonably withheld, conditioned or delayed), which
shall include the proxy statement to be filed with the SEC as part of the Registration Statement and sent to the shareholders of SPAC
relating to the SPAC Shareholder Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy
Statement”) and (y) SPAC and the Company shall prepare and the Company shall file with the SEC the Registration Statement, in
which the Proxy Statement will be included as a prospectus (the “Proxy Statement/Prospectus”), in connection with the
registration under the Securities Act of the Company Ordinary Shares and the Company Warrants that will be issued in connection with the
Mergers (the “Registration Statement Securities”). Each of SPAC and the Company Parties shall use its reasonable best
efforts to (A) cause the Proxy Statement/Prospectus to comply in all material respects with the rules and regulations promulgated by the
SEC, (B) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement/Prospectus,
and (C) have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to
keep the Registration Statement effective through the Closing. In the event there is any tax opinion, comfort letter or other opinion
required to be provided in connection with the Proxy Statement/Prospectus, notwithstanding anything to the contrary, neither this provision
nor any other provision in this Agreement shall require any legal, tax or other advisor to the Company or SPAC to provide an opinion that
the Mergers qualify for the Mergers Intended Tax Treatment or otherwise qualify as a nonrecognition transaction. SPAC and the Company
Parties also agree to use their reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits
and approvals required to carry out the Transactions. Each of SPAC and the Company agrees to furnish to the other Party all such information
concerning itself, its Subsidiaries and its and their officers, directors, managers, shareholders and other equityholders and information
regarding such other matters as may be reasonably necessary or as may be reasonably requested in connection with the Proxy Statement/Prospectus,
a Current Report on Form 8-K or Form 6-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing,
notice or application made by or on behalf of SPAC, the Company Parties or their respective Subsidiaries to any regulatory authority (including
the applicable Stock Exchange) in connection with the Transactions (the “Offer Documents”). SPAC will cause the Proxy
Statement/Prospectus to be disseminated to the shareholders of SPAC, in each case, promptly after the Registration Statement is declared
effective under the Securities Act, in accordance with the SPAC Articles and applicable Law. The Company as the filer and registrant of
the Registration Statement shall be responsible for and pay the SEC filing fees and its own out-of-pocket costs for the preparation and
filing of the Proxy Statement/Prospectus and other related fees, and SPAC shall be responsible for and pay the costs of printing and mailing
the Proxy Statement/Prospectus to the shareholders of SPAC.
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(ii) To
the extent not prohibited by Law, the Company Parties will advise SPAC reasonably promptly after the Company receives notice thereof,
of the time when the Proxy Statement/Prospectus has become effective or any supplement or amendment has been filed, of the issuance of
any stop order or the suspension of the qualification of the Company Ordinary Shares for offering or sale in any jurisdiction, of the
initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the
Proxy Statement/Prospectus or for additional information. To the extent not prohibited by Law, SPAC and its counsel, on the one hand,
and the Company and its counsel, on the other hand, shall be given a reasonable opportunity to review and comment on the Proxy Statement,
the Registration Statement and any Offer Document each time before any such document is filed with the SEC, and such filing Party shall
give reasonable and good faith consideration to any comments made by the other Party and its counsel. To the extent not prohibited by
Law, SPAC and the Company Parties shall provide the other party and its counsel with (A) any comments or other communications, whether
written or oral, that SPAC or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement,
Registration Statement or Offer Documents promptly after receipt of those comments or other communications and (B) a reasonable opportunity
to participate in the response of such party to those comments and to provide comments on that response (to which reasonable and good
faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the
SEC.
(iii) Each
of SPAC and the Company Parties shall use reasonable best efforts to ensure that none of the information supplied by or on its behalf
for inclusion or incorporation by reference in (A) the Registration Statement will, at the time the Registration Statement is filed with
the SEC, at each time at which it is amended and at the time it becomes effective under the Securities Act, contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading
or (B) the Proxy Statement will not, at the date it is first mailed to the shareholders of SPAC and at the time of the SPAC Shareholder
Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
(iv) If,
at any time prior to the Closing, any information relating to the Company Parties, SPAC or any of their respective Subsidiaries, Affiliates,
directors or officers is discovered by the Company Parties or SPAC, which is required to be set forth in an amendment or supplement to
the Proxy Statement or the Registration Statement, so that neither of such documents would include any misstatement of a material fact
or omit to state any material fact necessary to make the statements therein, with respect to the Proxy Statement, in light of the circumstances
under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an
appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law,
disseminated to the shareholders of SPAC.
(b) SPAC
Shareholder Approval.
(i) SPAC
shall (A) as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (1) cause the Proxy
Statement/Prospectus to be disseminated to shareholders of SPAC in compliance with the SPAC Articles and applicable Law, (2) duly (I)
give notice of and (II) convene and hold an extraordinary general meeting of the shareholders of SPAC (the “SPAC Shareholder
Meeting”) in accordance with the SPAC Articles, the Nasdaq rules and regulations and all applicable Laws for a date no later
than thirty (30) days following the date the Registration Statement is declared effective, and (iii) use its reasonable best efforts to
obtain the approval of the SPAC Shareholder Approval Matters at the SPAC Shareholder Meeting, including by soliciting proxies from the
holders of SPAC Ordinary Shares to vote in favor of each of the SPAC Shareholder Approval Matters, and (B) provide the SPAC Public Shareholders
with the opportunity to elect to effect a SPAC Shareholder Redemption. SPAC shall, through the SPAC Board, recommend to shareholders of
SPAC the approval of the SPAC Shareholder Approval Matters (the “SPAC Board Recommendation”) and include such recommendation
in the Proxy Statement. The SPAC Board shall not (and no committee or subgroup thereof shall) amend, change, withdraw, withhold, qualify
or modify the SPAC Board Recommendation (a “SPAC Change in Recommendation”) and shall use reasonable best efforts to
take all other action to obtain the approval of the SPAC Shareholder Approval Matters at the SPAC Shareholder Meeting, including by soliciting
proxies from the holders of SPAC Ordinary Shares to vote in favor of each of the SPAC Shareholder Approval Matters.
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(ii) Notwithstanding
the foregoing, at any time prior to, but not after, obtaining the approval of the SPAC Shareholder Approval Matters, solely in response
to a SPAC Intervening Event, the SPAC Board may make a SPAC Change in Recommendation if the SPAC Board shall have determined in good faith,
after consultation with its outside legal counsel, that, in response to such SPAC Intervening Event, a failure to make a SPAC Change in
Recommendation would be inconsistent with the SPAC Board’s fiduciary duties under applicable Law; provided that the SPAC
Board will not be entitled to make, or agree or resolve to make, a SPAC Change in Recommendation until (A) SPAC delivers to the Company
a written notice (a “SPAC Intervening Event Notice”) advising the Company that the SPAC Board proposes to take such
action and containing the material facts underlying the SPAC Board’s determination that a SPAC Intervening Event has occurred, (B)
until 5:00 p.m., New York time, on the fifth (5th) Business Day immediately following the day on which SPAC delivered the SPAC Intervening
Event Notice (such period from the time the SPAC Intervening Event Notice is provided until 5:00 p.m. New York time on the fifth (5th)
Business Day immediately following the day on which SPAC delivered the SPAC Intervening Event Notice, the “SPAC Intervening Event
Notice Period”) (it being understood that any material development with respect to such SPAC Intervening Event shall require
a new notice with an additional five (5) Business Day period from the date of such notice), SPAC and its Representatives shall have negotiated
in good faith with the Company and its Representatives regarding any revisions or adjustments proposed by the Company during the SPAC
Intervening Event Notice Period to the terms and conditions of this Agreement as would enable SPAC to proceed with its recommendation
of this Agreement and the Transactions and not make such SPAC Change in Recommendation, and (C) if the Company requested negotiations
in accordance with the foregoing clause (B), SPAC may make a SPAC Change in Recommendation only if the SPAC Board, after considering in
good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration
of the SPAC Intervening Event Notice Period, offered in writing in a manner that would form a binding Contract if accepted by SPAC (and
the other applicable parties hereto), reaffirms in good faith (after consultation with its outside legal counsel) that the failure to
make a SPAC Change in Recommendation would be inconsistent with the SPAC Board’s fiduciary duties under applicable Law. For the
avoidance of doubt, a SPAC Change in Recommendation will not affect SPAC’s obligations pursuant to this Section 7.7(b)
(other than as set forth in the immediately preceding sentence) or elsewhere in this Agreement.
(iii) To
the fullest extent permitted by applicable Law, (x) SPAC agrees to establish a record date for, duly call, give notice of, convene and
hold the SPAC Shareholder Meeting and submit for approval at such SPAC Shareholder Meeting the SPAC Shareholder Approval Matters and (y)
SPAC agrees that if the approval of the SPAC Shareholder Approval Matters shall not have been obtained at any such SPAC Shareholder Meeting,
then SPAC shall promptly continue to take all such necessary actions, including the actions required by this Section 7.7(b),
and hold additional SPAC Shareholder Meetings in order to obtain the approval of the SPAC Shareholder Approval Matters. SPAC may only
postpone the SPAC Shareholder Meeting, or the chairman of the SPAC Shareholder Meeting may adjourn the SPAC Shareholder Meeting with consent
of the SPAC Shareholder Meeting, (A) to solicit additional proxies for the purpose of obtaining the approval of the SPAC Shareholder Approval
Matters, (B) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement/Prospectus that SPAC or the Company
reasonably determines is necessary to comply with applicable Laws, is provided to the shareholders of SPAC in advance of a vote on the
approval of the SPAC Shareholder Approval Matters, (C) to allow reasonable additional time for the filing or mailing of any supplemental
or amended disclosure that SPAC has determined in good faith after consultation with outside legal counsel is required under applicable
Law and for such supplemental or amended disclosure to be disseminated and reviewed by the shareholders of SPAC prior to the SPAC Shareholder
Meeting, (D) subject to the Company’s prior written consent to such adjournment or postponement in the case of this clause (D),
in order to permit withdrawals from SPAC Public Shareholders who have exercised their SPAC Shareholder Redemption right, (E) to comply
with applicable Law, or (F) with the Company’s prior written consent; provided that, in any case, the SPAC Shareholder Meeting
(x) may not be adjourned or postponed to a date that is more than fifteen (15) calendar days after the date for which the SPAC Shareholder
Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than ten (10)
Business Days prior to the Agreement End Date. SPAC agrees that it shall provide the holders of SPAC Public Shares the opportunity to
elect redemption of such SPAC Public Shares in connection with the SPAC Shareholder Meeting, as required by SPAC’s Governing Documents.
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(c) Company
Shareholder Approval.
(i) As promptly as reasonably practicable, the Company shall in accordance
with the Company’s Governing Documents and the UK Companies Act give notice of one or more general meetings of its shareholders
and use reasonable best efforts to, no later than SPAC Shareholder Meeting, duly convene and hold one or more general meetings of its
shareholders (all such meetings collectively, the “Company Shareholder Meeting”), in accordance with the UK Companies
Act and the Company’s Governing Documents, for the purposes of considering the following resolutions proposed by the Company’s
directors: (A) the approval of the Capital Restructuring; (B) to the extent required by applicable Law, the approval of the transactions
contemplated by this Agreement as they pertain to the Company (including, without limitation, the Mergers); (C) the approval of the issuance
of the Company Ordinary Shares (including to the holders of SPAC Ordinary Shares and the PIPE Investors) in connection with the Transactions
and as required by Stock Exchange listing requirements; (D) the adoption (in substitution for the existing articles of association
of the Company) and approval of the A&R Articles of Association, (E) the approval or authorization of the Company Earnout Share
Bonus Issue; (F) to the extent required by applicable Law, the adoption and approval of the Company Post-Closing Equity Plan; (G)
the adoption and approval of each other proposal that either the SEC or the Stock Exchange (or the respective staff members thereof) indicates
is necessary in its comments to the Registration Statement or in correspondence related thereto; and (H) the adoption and approval
of each other proposal reasonably agreed to by SPAC and the Company as necessary or appropriate in connection with the consummation of
the Transactions (collectively, the “Company Shareholder Resolutions”, and the approval by the Company Shareholders
of the Company Shareholder Resolutions, the “Company Shareholder Approval”). The Company, through the Company Board,
shall recommend to the Company Shareholders that they vote in favor of each of the Company Shareholder Resolutions (the “Company
Board Recommendation”). The Company may postpone or adjourn any Company Shareholder Meeting (1) to solicit additional proxies
for the purpose of passing the Company Shareholder Resolutions, (2) for the absence of a quorum, or (3) to allow reasonable additional
time for the filing or mailing of any supplemental or amended disclosures that the Company or the Company Board has determined, based
on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended
disclosure to be disseminated and reviewed by the Company Shareholders prior to such Company Shareholder Meeting; provided that,
without the consent of SPAC, in no event shall the Company adjourn the general meeting for more than fifteen (15) Business Days later
than the most recently adjourned meeting or to a date that is beyond the Agreement End Date. The Company shall promptly: (I) notify SPAC
of the outcome of the vote of the Company Shareholders on the Company Shareholder Resolutions at the relevant Company Shareholder Meeting;
(II) deliver to SPAC a copy of the duly passed Company Shareholder Resolutions; (III) to the extent required by applicable Laws of England
and Wales, file the duly passed Company Shareholder Resolutions with Companies House.
(ii) Notwithstanding
the foregoing or any other provision of this Agreement, if the Company Board receives an unsolicited Acquisition Proposal with respect
to the Company and the Company Board determines in good faith, after consultation with outside legal counsel, that a failure to make a
change in the Company Board Recommendation would be inconsistent with the Company Board’s fiduciary duties under applicable Law
and the Company has otherwise complied with its obligations under Section 7.5, then the Company Board may
amend, change, withdraw, withhold, qualify or modify the Company Board Recommendation to the extent required to comply with its fiduciary
duties under applicable Law (a “Company Change in Recommendation”).
(iii) Additionally,
notwithstanding the foregoing, at any time prior to, but not after, obtaining the Company Shareholder Approval, in response to a Company
Intervening Event, the Company Board may make a Company Change in Recommendation if the Company Board shall have determined in good faith,
after consultation with its outside legal counsel, that, in response to such Company Intervening Event, a failure to make a Company Change
in Recommendation would be inconsistent with the Company Board’s fiduciary duties under applicable Law; provided that the
Company Board will not be entitled to make, or agree or resolve to make, a Company Change in Recommendation until (A) the Company delivers
to SPAC a written notice (an “Company Intervening Event Notice”) advising SPAC that the Company Board proposes to take
such action and containing the material facts underlying the Company Board’s determination that a Company Intervening Event has
occurred, (B) until 5:00 p.m., New York time, on the fifth (5th) Business Day immediately following the day on which the Company delivered
the Company Intervening Event Notice (such period from the time the Company Intervening Event Notice is provided until 5:00 p.m. New York
time on the fifth (5th) Business Day immediately following the day on which the Company delivered the Company Intervening Event Notice,
the “Company Intervening Event Notice Period”) (it being understood that any material development with respect to such
Company Intervening Event shall require a new notice with an additional five (5) Business Day period from the date of such notice), the
Company and its Representatives shall have negotiated in good faith with SPAC and its Representatives regarding any revisions or adjustments
proposed by SPAC during the Company Intervening Event Notice Period to the terms and conditions of this Agreement as would enable the
Company to proceed with the Company Board Recommendation and not make such Company Change in Recommendation, and (C) if SPAC requested
negotiations in accordance with the foregoing clause (B), the Company may make a Company Change in Recommendation only if the Company
Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that SPAC shall have,
prior to the expiration of the Company Intervening Event Notice Period, offered in writing in a manner that would form a binding Contract
if accepted by the Company (and the other applicable parties hereto), reaffirms in good faith (after consultation with its outside legal
counsel) that the failure to make a Company Change in Recommendation would be inconsistent with the Company Board’s fiduciary duties
under applicable Law.
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7.8 Support
of Transaction. Without limiting any covenant contained in Article VII,
the Group and Merger Subs shall, and SPAC shall, (a) use reasonable best efforts to obtain as soon as practicable all material consents
and approvals of, and make any required notices to, third parties (other than any Governmental Authority) that any of SPAC, the Group,
or the Merger Subs, or their respective Affiliates are required to obtain in order to consummate the Mergers; provided that, in
no event shall the Company or any of its Affiliates be required to pay any consideration, incur any liability, or make any concession
(including any modification, amendment or waiver to the terms of any existing agreement or arrangement) to any third party in order to
obtain any such consent or approval), and (b) use reasonable best efforts to take such other action as soon as practicable as may be reasonably
necessary or as another Party hereto may reasonably request to satisfy the conditions of Article VIII
or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable and in accordance with all applicable
Law.
7.9 Regulatory
Authorizations; Other Filings.
(a) Each
of the Company Parties and SPAC shall use their reasonable best efforts to (i) cooperate in good faith with any Governmental Authority
and to (ii) take any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, non-actions
or waivers in connection with the Transactions (the “Regulatory Authorizations”) as promptly as practicable prior to
the Agreement End Date. Each of the Company Parties and SPAC shall use reasonable best efforts to cause the expiration or termination
of the waiting, notice or review periods under any applicable Regulatory Authorization with respect to the Transactions as promptly as
practicable after the execution of this Agreement.
(b) With
respect to each of the Regulatory Authorizations and any other requests, inquiries, Actions or other proceedings by or from Governmental
Authorities, each of the Company Parties and SPAC shall: (i) use its reasonable best efforts to diligently and expeditiously defend and
use reasonable best efforts to obtain any necessary clearance, approval, consent, or Governmental Approval under Laws prescribed or enforceable
by any Governmental Authority for the Transactions and to resolve any objections as may be asserted by any Governmental Authority with
respect to the Transactions; and (ii) cooperate with each other in the defense and conduct of such matters. To the extent not prohibited
by Law or otherwise directed by the relevant Governmental Authority, each Party hereto shall keep the other Party reasonably informed
regarding the status and any material developments regarding any Governmental Approval processes, and the Company Parties shall promptly
furnish to SPAC, and SPAC shall promptly furnish to the Company, copies of any material, substantive notices or written communications
received by such Party or any of its Affiliates from any third party or any Governmental Authority with respect to the Transactions, and
each such party shall permit counsel to the other Parties an opportunity to review in advance, and each such Party shall consider in good
faith the views of such counsel in connection with, any proposed material, substantive written communications by such party or its Affiliates
to any Governmental Authority concerning the Transactions; provided, however, that none of the Parties shall enter into
any agreement with any Governmental Authority relating to any Regulatory Authorization contemplated in this Agreement without the prior
written consent of the other Parties. To the extent not prohibited by Law or otherwise directed by the relevant Governmental Authority,
the Company Parties agree to provide SPAC and its counsel, and SPAC agrees to provide the Company and its counsel, the opportunity, on
reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such Party
and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in
connection with the Transactions. Any such provisions of information, rights to participate or consultations between the parties may be
made on a counsel-only or outside counsel-only basis to the extent required under applicable Law or as appropriate to protect sensitive
business information or maintain attorney-client or other privilege; provided that SPAC or the Company Parties, as appropriate,
may redact materials to address reasonable privilege or confidentiality concerns, and to remove references concerning the valuation of
the Company or SPAC’s consideration of the Transactions or other competitively sensitive material.
7.10 PIPE
Investment. Each of SPAC and the Company shall use their reasonable best efforts to take all actions and do all things
necessary, proper or advisable to consummate the transactions contemplated by the PIPE Investment on the terms and conditions set forth
in the Subscription Agreements, including maintaining in effect the Subscription Agreements and exercising their respective rights to
specifically enforce the Subscription Agreements pursuant to the terms thereof.
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7.11 Indemnification
and Insurance.
(a) From
and after the Closing, the Company agrees that it shall indemnify and hold harmless each present and former director and officer of SPAC
(in each case, solely to the extent acting in his or her capacity as such and to the extent such activities are related to the activities
of SPAC) (the “SPAC Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees),
judgments, fines, losses, claims, damages or liabilities incurred in connection with any Actions, whether civil, criminal, administrative
or investigative, arising out of or pertaining to matters existing or occurring at or prior to the First Merger Effective Time, whether
asserted or claimed prior to, at or after the First Merger Effective Time, to the fullest extent that SPAC would have been permitted under
applicable Law and its Governing Documents in effect on the date of this Agreement to indemnify such SPAC Indemnified Parties (including
the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Company
shall cause the Second Merger Surviving Company to (i) maintain for a period of not less than six (6) years from the Closing provisions
in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of SPAC
Indemnified Parties that are no less favorable to those Persons than the provisions of the Governing Documents of SPAC, in each case,
as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect
the rights of the SPAC Indemnified Parties thereunder, in each case, except as required by Law.
(b) For
a period of six (6) years from the Closing, the Company shall maintain in effect directors’ and officers’ liability insurance
with respect to claims existing or occurring at or prior to the First Merger Effective Time (the “D&O Tail”) covering
those Persons who are currently covered by SPAC’s directors’ and officers’ liability insurance policies on terms not
materially less favorable than the terms of such current insurance coverage, except that in no event shall the Company be required to
pay an annual premium for such insurance in excess of 300% of the most recent aggregate annual premium paid or payable by SPAC for any
such insurance policy for the 12-month period during which this Agreement is entered into; provided that (i) at the Company’s
written direction, the Company’s obligations under this Section 7.11(b) shall be satisfied by directing SPAC
to cause coverage to be extended under its current directors’ and officers’ liability insurance by obtaining a six (6) year
“tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect
to claims existing or occurring at or prior to the First Merger Effective Time, subject to the limitation of the annual premium mentioned
in the foregoing sentence under this Section 7.11(b), and (ii) if any claim is asserted or made within such six (6)-year
period, any insurance required to be maintained under this Section 7.11 shall be continued in respect of such claim
until the final disposition thereof. The cost of the D&O Tail shall be borne by the Company.
(c) The
rights of the SPAC Indemnified Parties hereunder shall be in addition to, and not in limitation of, any other rights such person may have
under the Second Merger Surviving Company’s Governing Documents, any other indemnification arrangement, applicable Law or otherwise.
The obligations of the Company under this Section 7.11 shall not be terminated or modified in such a manner as to materially
adversely affect any SPAC Indemnified Parties without the consent of such SPAC Indemnified Parties.
(d) Notwithstanding
anything contained in this Agreement to the contrary, this Section 7.11 (i) shall survive the consummation of the Mergers
and shall be binding, jointly and severally, on the Company and all successors and assigns of the Company and (ii) is expressly intended
to benefit, and is enforceable by, each of the SPAC Indemnified Parties, each of whom is an intended third-party beneficiary of this Section
7.11. In the event that the Company or any of its successors or assigns consolidates with or merges into any other Person
and is not the continuing or surviving entity of such consolidation or merger or transfers or conveys all or substantially all of its
properties and assets to any Person, then, and in each such case, the Company shall ensure that proper provision shall be made so that
the successors and assigns of the Company shall succeed to the obligations set forth in this Section 7.11.
7.12 Section
16 Matters. Prior to the Closing, and to the extent applicable, SPAC and the Company shall take all such steps as may be
reasonably required (to the extent permitted under applicable Law) to cause any acquisitions or dispositions of equity securities (including,
in each case, securities deliverable upon exercise, vesting or settlement of any derivative securities) of SPAC and the Company, respectively,
resulting from the Transactions by each individual who may become subject to the reporting requirements of Section 16(a) of the Exchange
Act in connection with the Transactions to be exempt under Rule 16b-3 promulgated under the Exchange Act.
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7.13 Trust
Account Proceeds and Related Available Equity. Upon satisfaction or waiver of the conditions set forth in Article VIII
and provision of notice thereof to the Trustee (which notice SPAC shall provide to the Trustee in accordance with the terms of the Trust
Agreement), (a) in accordance with and pursuant to the Trust Agreement, at the Closing, SPAC (i) shall cause any documents, opinions
and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered, and (ii) shall cause the Trustee
to, and the Trustee shall thereupon be obligated to (A) pay as and when due all amounts payable on account of Redeeming SPAC Shares pursuant
to their exercise of SPAC Shareholder Redemption rights, (B) pay the Unpaid Company Expenses and the Unpaid SPAC Expenses in accordance
with Section 4.3, and (C) immediately
thereafter, pay all remaining amounts then available in the Trust Account (if any) to a bank account designated by the Company for its
immediate use (subject to any applicable terms and conditions of the Sponsor Support Agreement), in the case of each of clauses (A), (B)
and (C), by wire transfer of immediately available funds from the Trust Account, subject to any applicable terms of this Agreement and
the Trust Agreement, and (b) thereafter, the Trust Account shall terminate, except as otherwise provided therein.
7.14 Nasdaq
Listing. From the date hereof through the Closing, SPAC shall ensure SPAC remains listed as a public company on Nasdaq.
7.15 SPAC
Public Filings. From the date hereof through the Closing, SPAC will keep current and timely file all reports required to
be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable Laws.
7.16 Company
Securities Listing. The Company Parties will use their reasonable best efforts to cause: (a) the Company’s initial
listing application with the applicable Stock Exchange in connection with the Transactions to be approved; (b) the Company to satisfy
all applicable initial listing requirements of the applicable Stock Exchange; and (c) the Company Ordinary Shares to be approved for listing
on the applicable Stock Exchange (and SPAC shall reasonably cooperate in connection therewith), subject to official notice of issuance,
in each case, as promptly as reasonably practicable after the date of this Agreement, and in any event prior to the Closing. The Company
shall pay all fees to be charged by the applicable Stock Exchange for listing of the Company Ordinary Shares.
7.17 Tax
Matters.
(a) The
Parties intend that, for United States federal income Tax purposes, (i) the Mergers, taken together, qualify for the Mergers Intended
Tax Treatment and (ii) this Agreement and the Sponsor Support Agreement are, and are hereby adopted as, a plan of reorganization
for purposes of Sections 354, 361 and the 368 of the Code and within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a).
(b) The
Company intends that, for United States federal income Tax purposes, (i) the Recapitalization qualify for the Recapitalization Intended
Tax Treatment and (ii) this Agreement is, and is hereby adopted as, a plan of reorganization for purposes of Sections 354, 361 and the
368 of the Code and within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a).
(c) Each
of SPAC and the Company Parties shall use its respective reasonable best efforts to (i) cause the Mergers under this Agreement to qualify,
and agree not to, and not to permit or cause any of their Affiliates to, take any action which to its knowledge could reasonably be expected
to prevent, impair or impede the Mergers from qualifying, for the Mergers Intended Tax Treatment, (ii) report the Mergers consistently
with the Mergers Intended Tax Treatment (including by attaching the statement described in Treasury Regulations Section 1.368-3(a) on
or with any U.S. federal income Tax Return filed by SPAC or the applicable Company Party, as applicable, for the taxable year in which
the Mergers are effected) unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of
the Code or a change in applicable Law and (iii) cooperate with each other and their respective tax counsel to document and support
the Mergers Intended Tax Treatment (including without limitation to the covenants set forth in Section 7.17(f)).
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(d) Each
of the Parties hereto shall (and shall cause its respective Affiliates to) cooperate, as and to the extent reasonably requested by another
Party hereto, in connection with the filing of relevant Tax Returns, and the defense of any Tax audit or similar Tax proceeding. Such
cooperation shall include using commercially reasonable efforts to retain and (upon the other Party’s request) provide records and
information reasonably relevant and available to any Tax audit or similar Tax proceeding, and, making employees available on a mutually
convenient basis to provide additional information and explanation of any material provided hereunder (to the extent such information
or explanation is not publicly or otherwise reasonably available).
(e) If, in connection with the preparation and filing of the Registration
Statement and Proxy Statement, the SEC requires that a tax opinion be prepared and submitted regarding the qualification of the Mergers
for the Mergers Intended Tax Treatment, SPAC will use its commercially reasonable best efforts to cause U.S. tax counsel engaged by SPAC
to deliver such tax opinion to SPAC. In such case, each Party shall use commercially reasonable best efforts to execute and deliver customary
Tax representation letters to the applicable tax counsel in form and substance reasonably satisfactory to such counsel (the “Tax
Representation Letters”). Notwithstanding anything to the contrary in this Agreement, no Party shall be required to deliver
a Tax representation letter that includes any untrue statement of fact, and Loeb & Loeb LLP shall not be required to provide any opinion
to any Party regarding the tax consequences of the Recapitalization to any party or of any other transaction contemplated herein to the
Company or its shareholders.
(f) The
Company shall timely file, or cause to be filed, an IRS Form 8832 entity classification election to treat Merger Sub 2 as an entity disregarded
as separate from the Company effective as of the date of Merger Sub 2’s formation.
7.18 No
Trading. The Company Parties acknowledge and agree that they are aware, and that to the extent practicable, the Company
Parties have made the Company’s Affiliates aware of, the restrictions imposed by U.S. federal securities laws and the rules and
regulations of the SEC promulgated thereunder or otherwise and other applicable foreign and domestic Laws on a Person possessing material
nonpublic information about a publicly traded company. The Company hereby agrees that it shall not purchase or sell any securities of
SPAC in violation of such Laws, or cause or encourage any Person to do the foregoing.
7.19 Shareholder
Litigation. In the event that any shareholder litigation related to this Agreement or the other Transaction Agreements
or the Transactions is brought or threatened in writing against SPAC or the Company Parties, or any of the respective members of their
boards of directors, after the date of this Agreement and prior to the Closing (the “Shareholder Litigation”), SPAC
or the Company Parties, as applicable, shall promptly notify the other Party in writing of any such Shareholder Litigation and shall keep
the other Party reasonably informed with respect to the status thereof.
7.20 Notices
of Certain Events.
(a) During
the Interim Period, each of SPAC and the Company Parties shall reasonably promptly notify the other Party of:
(i) any
written notice from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection
with the Transactions or that the Transactions might give rise to any material Action or other material rights by or on behalf of such
Person or result in the loss of any material rights or privileges of SPAC or the Group, as applicable, to any such Person or create any
Lien on any of SPAC’s or the Group’s, as applicable, assets;
(ii) any
notice or other communication from any Governmental Authority that is material to the Transactions;
(iii) any
material Action commenced or threatened in writing against, relating to or involving or otherwise affecting the consummation of the Transactions;
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(iv) any
fact, matter or circumstance that would or would be reasonably likely to give rise to or result in a Company Material Adverse Effect or
a SPAC Material Adverse Effect, as applicable; and
(v) any
material inaccuracy of any representation or warranty of such party contained in this Agreement at any time during the term hereof, or
any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder,
that would reasonably be expected to cause any of the conditions set forth in Article VIII
not to be satisfied.
(b) Notwithstanding
anything to the contrary contained herein, any failure to give such notice pursuant to this Section 7.20 shall not
give rise to any liability of the Company Parties or SPAC or be taken into account in determining whether the conditions in Article VIII
have been satisfied or give rise to any right of termination set forth in Article IX.
7.21 SPAC
Warrant Agreement. Prior to the Closing, the Company, SPAC and the warrant agent thereunder shall negotiate in good faith
the Warrant Adoption Agreement, pursuant to which, among other things, (i) SPAC will terminate the SPAC Warrant and (ii) the Company will
adopt the Company Warrant Agreement, in each case, to provide for the existence of warrants of the Company, each of which will represent
the right to receive, from the Closing, a warrant to purchase one Company Ordinary Share, on the terms and subject to the conditions set
forth therein and in accordance with Section 3.7(a)(v);
provided that the Company may, in its good faith discretion, elect to instead amend and restate the SPAC Warrant Agreement to cause
each SPAC Warrant to represent the right to receive, from the Closing, a warrant to purchase one Company Ordinary Share, on the terms
and subject to the conditions set forth therein (the “A&R Warrant Agreement”, and as between the A&R Warrant
Agreement and the Warrant Adoption Agreement, the agreement entered into at Closing among the Company, SPAC and warrant agent shall be
referred to as the “Closing Warrant Agreement”).
7.22 Company
Post Closing Equity Incentive Programs.
(a) Prior
to (or effective as of immediately prior to) the First Merger Effective Time, the Company shall cause to be approved and adopted the Company
Post-Closing Equity Plan, which shall be on terms and conditions as determined by the Company; provided that (i) the number of
Company Ordinary Shares initially reserved for issuance under the Company Post-Closing Equity Plan shall be equal to (A) 10% of the total
number of Company Ordinary Shares outstanding as of immediately following the Closing (for the avoidance of doubt, after giving effect
to the Capital Restructuring and as determined on a fully-diluted basis) plus (B) the aggregate number of Company Ordinary Shares
underlying the Company Earnout Bonus Options and Company Earnout Bonus RSUs and (ii) the Company Post-Closing Equity Plan shall include
an automatic annual increase to such share reserve, beginning with the first fiscal year of the Company following the year in which the
Closing occurs and ending with the fiscal year of the Company that is nine (9) years thereafter, equal to the lesser of (x) 5%
of the total number of Company Ordinary Shares outstanding on the last day of the immediately preceding fiscal year of the Company or
(y) a lesser number of shares of the Company Ordinary Shares determined by the post-Closing board of the Company or a duly authorized
committee of the post-Closing board of the Company in its discretion. The share limits set forth in this Section 7.22(a)
shall be subject to equitable adjustment in accordance with the terms of the Company Post-Closing Equity Plan.
(b) Prior
to (or effective as of immediately prior to) the First Merger Effective Time, the Company shall cause to be approved and adopted the Company
Post-Closing ESPP, which shall be on terms and conditions as determined by the Company; provided that (i) the number of Company
Ordinary Shares initially reserved for issuance under the Company Post-Closing ESPP shall be equal to 2% of the total number of Company
Ordinary Shares outstanding as of immediately following the Closing (for the avoidance of doubt, after giving effect to the Capital Restructuring
and as determined on a fully-diluted basis) and (ii) the Company Post-Closing ESPP shall include an automatic annual increase to such
share reserve, beginning with the first fiscal year of the Company following the year in which the Closing occurs and ending with the
fiscal year of the Company that is nine (9) years thereafter, equal to the lesser of (x) 1% of the total number of Company Ordinary
Shares outstanding on the last day of the immediately preceding fiscal year of the Company or (y) a lesser number of shares of the
Company Ordinary Shares determined by the post-Closing board of the Company or a duly authorized committee of the post-Closing board of
the Company in its discretion. The share limits set forth in this Section 7.22(b) shall be subject to equitable
adjustment in accordance with the terms of the Company Post-Closing ESPP.
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7.23 Post-Closing
Board of Directors; Corporate Governance. The Parties shall take all necessary action so that, effective as of the Closing,
the Company’s board of directors (the “Post-Closing Board”) will (a) contain at least one director who is
a director on the SPAC Board immediately prior to the Closing and (b) be divided into three classes of directors with “staggered”
terms as determined by the Company (including with respect to which director is part of which class). The Post-Closing Board shall satisfy
the listing requirements of the Stock Exchange on which the Company Ordinary Shares are to be listed upon the Closing (including where
relevant after giving effect to the “controlled company” exception under relevant listing rules).
Article
VIII
CONDITIONS TO OBLIGATIONS
8.1 Conditions
to Obligations of SPAC and the Company Parties. The obligations of SPAC and the Company Parties to consummate, or cause
to be consummated, the Transactions is subject to the satisfaction of the following conditions, any one or more of which may be waived
in writing by all of such parties:
(a) the
approval of the SPAC Shareholder Approval Matters shall have been obtained and shall remain in full force and effect;
(b) the
Company Shareholder Approval shall have been obtained and shall remain in full force and effect;
(c) the
Capital Restructuring shall have been completed in accordance with the terms hereof;
(d) there
shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Mergers; provided
that the Governmental Authority issuing such Governmental Order has competent jurisdiction over the Parties hereto with respect to the
Transactions;
(e) after
deducting the SPAC Shareholder Redemptions amount, SPAC shall have at least US$5,000,001 of net tangible assets (as determined in accordance
with Rule 3a51-1(g)(1) of the Exchange Act);
(f) the
Company’s listing application with Nasdaq (or, at the Company’s election, another Stock Exchange) in connection with the Mergers
shall have been conditionally approved and, immediately following the Closing, the Company shall satisfy any applicable initial and continuing
listing requirements of Nasdaq (or, at the Company’s election, another Stock Exchange) and the Company shall not have received any
notice of non-compliance therewith, and the Company Ordinary Shares to be issued in connection with the Mergers shall have been conditionally
approved for listing on Nasdaq (or, at the Company’s election, another Stock Exchange), subject to official notice of issuance;
(g) the
Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been
issued by the SEC which remains in effect suspending the effectiveness of the Registration Statement, and no proceeding seeking such a
stop order shall have been threatened or initiated by the SEC and not withdrawn; and
(h) the
Closing Warrant Agreement has been duly executed and delivered by the Company, SPAC and the warrant agent thereunder.
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8.2 Conditions
to Obligations of SPAC. The obligations of SPAC to consummate, or cause to be consummated, the Transactions are subject
to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by SPAC:
(a) (i)
the Company Fundamental Representations shall be true and correct in all material respects, in each case, as of the Closing Date, except
with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true
and correct in all material respects at and as of such earlier date, except for changes after the date of this Agreement which are contemplated
or expressly permitted by this Agreement or the Ancillary Agreements, (ii) the representation and warranty of the Company contained in
the second sentence of Section 5.25 shall be true and correct as of the Closing Date in all respects, and (iii) each
of the representations and warranties of the Company contained in this Agreement other than the Company Fundamental Representations and
the second sentence of Section 5.25 (disregarding any qualifications and exceptions contained therein relating to materiality,
material adverse effect and Company Material Adverse Effect or any similar qualification or exception) shall be true and correct as of
the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations
and warranties shall be true and correct at and as of such earlier date, except for, in the case of this clause (iii) only, inaccuracies
or omissions that would not reasonably be expected to have a Company Material Adverse Effect;
(b) each
of the covenants of the Company Parties to be performed as of or prior to the Closing shall have been performed in all material respects;
and
(c) there
shall not have occurred a Company Material Adverse Effect after the date of this Agreement that is continuing.
8.3 Conditions
to the Obligations of the Company Parties. The obligations of the Company Parties to consummate, or cause to be consummated,
the Transactions is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing
by the Company:
(a) (i)
the representations and warranties of SPAC contained in the first and second sentences of Section 6.1 (SPAC Organization),
Section 6.2 (Due Authorization), Section 6.3 (No Conflict), Section 6.4
(Litigation and Proceedings), Section 6.7 (Governmental Authorities; Approvals), Section 6.12
(Capitalization of SPAC), Section 6.13 (Brokers’ Fees), and Section 6.17 (SPAC
Related Parties) (collectively, the “SPAC Fundamental Warranties”) shall be true and correct in all material respects
as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations
and warranties shall be true and correct in all material respects at and as of such earlier date, except for changes after the date of
this Agreement which are contemplated or expressly permitted by this Agreement, (ii) the representation and warranty of SPAC contained
in Section 6.10 shall be true and correct as of the Closing Date in all respects, and (iii) each of the representations
and warranties of SPAC contained in this Agreement (other than the SPAC Fundamental Warranties and Section 6.10) (disregarding
any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception)
shall be true and correct as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier
date, which representations and warranties shall be true and correct at and as of such earlier date, except for, in the case of this clause
(iii) only, inaccuracies or omissions that would not, individually or in the aggregate, reasonably be expected to have a SPAC Material
Adverse Effect;
(b) each
of the covenants of SPAC to be performed as of or prior to the Closing shall have been performed in all material respects;
(c) there
shall have not occurred a SPAC Material Adverse Effect after the date of this Agreement that is continuing;
(d) the
Total Cash Proceeds Amount shall be no less than US$200,000,000; and
(e) the
SPAC Units, SPAC Class A Ordinary Shares and SPAC Public Warrants shall remain, as of immediately prior to the First Merger Effective
Time, listed on a Stock Exchange and SPAC shall have been in material compliance with the reporting requirements under the Exchange Act
applicable to the SPAC.
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Article
IX
TERMINATION/EFFECTIVENESS
9.1 Termination.
This Agreement may be terminated and the Transactions abandoned at any time prior to the Closing:
(a) by
mutual written consent of both the Company and SPAC at any time;
(b) by
the Company or SPAC, if the Closing shall not have occurred by 5:00 p.m. (New York time) on the date that is six months from the date
of this Agreement (the “Agreement End Date”); provided that neither the Company nor SPAC may terminate this
Agreement pursuant to this Section 9.1(b) if it is in material breach of any of its obligations hereunder and such
material breach causes, or results in, either (i) the failure to satisfy the conditions to the obligations of the terminating party
to consummate the Closing set forth in Article VIII prior to the Agreement End Date or (ii) the failure of the
Closing to have occurred prior to the Agreement End Date;
(c) by
the Company or SPAC, if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order,
which has become final and non-appealable and has the effect of making consummation of the Mergers illegal or otherwise preventing or
prohibiting consummation of the Mergers;
(d) subject
to Section 7.7(b), by the Company or SPAC, if the approval of the SPAC Shareholder Approval Matters shall not have
been obtained by reason of the failure to obtain the required vote at the SPAC Shareholder Meeting duly convened therefor and at any adjournment
or postponement thereof, as applicable;
(e) subject
to Section 7.7(c), by the Company or SPAC, if the Company Shareholder Approval shall not have been obtained by reason
of the failure to obtain the required vote at the Company Shareholders’ Meeting duly convened therefor and at any adjournment or
postponement thereof, as applicable;
(f) by
(i) the Company, if the SPAC Board shall have made a SPAC Change in Recommendation or (ii) SPAC, if the Company Board shall
have made a Company Change in Recommendation;
(g) by
the Company, if there shall have been any event or occurrence that has had, or would reasonably be expected to have, individually or in
the aggregate, a material adverse effect on the SPAC’s ability to consummate the Transactions;
(h) by
the Company, if SPAC is in material breach of any of its obligations hereunder and such material breach will result in the failure to
satisfy the conditions to the obligations of the Company Parties to consummate the Closing set forth in Section 8.3,
provided that if such material breaches are curable by SPAC, then such termination shall not be effective for a period of up to
thirty (30) calendar days after receipt by SPAC of notice from the Company of such material breaches, but only as long as SPAC continues
to use its reasonable best efforts to cure such material breaches, and such termination by the Company shall be effective by the end of
such thirty (30) calendar days if such breach has not been cured;
(i) by
SPAC, if the Company has suffered or there is a Company Material Adverse Effect that is continuing; and
(j) by
SPAC, if the Company Parties are in material breach of any of their respective obligations hereunder and such material breach will result
in the failure to satisfy the conditions to the obligations of SPAC to consummate the Closing set forth in Section 8.2,
provided that if such material breaches are curable by the Company Parties, then such termination shall not be effective for a
period of up to thirty (30) calendar days after receipt by the Company of notice from SPAC of such material breaches, but only as long
as the Company Parties continue to use their respective reasonable best efforts to cure such material breaches, such termination by SPAC
shall be effective by the end of such thirty (30) calendar days if such breach has not been cured.
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9.2 Effect
of Termination. In the event that this Agreement is validly terminated in accordance with Section 9.1,
then each of the Parties hereto shall be relieved of its duties and obligations arising under this Agreement after the date of such termination
and such termination shall be without liability to any of the Parties; provided, however, that notwithstanding anything
herein to the contrary, (i) no such termination shall relieve any Party from liability for any willful breach of this Agreement, willful
misconduct or any Fraud Claim, and (ii) the provisions of this Section 9.2
and Article X and the Nondisclosure
Agreement shall remain in full force and effect and survive any termination of this Agreement in accordance with its terms.
Article
X
MISCELLANEOUS
10.1 Trust
Account Waiver. Each of the Company Parties acknowledges that SPAC is a blank check company with the powers and privileges
to effect a Business Combination. Each of the Company Parties further acknowledges that, as described in the prospectus dated February
27, 2025, available at www.sec.gov, substantially all of SPAC assets consist of the cash proceeds of SPAC’s initial public offering
and private placements of its securities and substantially all of those proceeds have been deposited in a trust account for the benefit
of SPAC, certain of its public shareholders and the underwriters of SPAC’s initial public offering (the “Trust Account”).
Each of the Company Parties acknowledges that it has been advised by SPAC that funds in the Trust Account may be disbursed only in accordance
with the Trust Agreement and SPAC’s Governing Documents. For and in consideration of SPAC entering into this Agreement, the receipt
and sufficiency of which are hereby acknowledged, each of the Company Parties hereby irrevocably waives any right, title, interest or
claim of any kind it has or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the
Trust Account or any funds distributed therefrom as a result of, or arising out of, this Agreement and any negotiations, Contracts or
agreements with SPAC; provided that (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim
against SPAC for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable
relief in connection with the consummation of the Transactions (including a claim for SPAC to specifically perform its obligations under
this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the SPAC Shareholder
Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect
SPAC’s ability to fulfill its obligation to effectuate the SPAC Shareholder Redemptions, or for fraud, and (y) nothing herein shall
serve to limit or prohibit any claims that the Company may have in the future against SPAC’s assets or funds that are not held in
the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired
with any such funds).
10.2 Waiver.
Each provision in this Agreement may only be waived by written instrument making specific reference to this Agreement signed by the party
against whom enforcement of any such provision so waived is sought. No action taken pursuant to this Agreement, including any investigation
by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation,
warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall
not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure
on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or
the exercise of any other right, power or remedy.
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10.3 Notices.
All notices and other communications under this Agreement shall be in writing and shall be deemed given (a) when delivered personally
by hand (with written confirmation of receipt by other than automatic means, whether electronic or otherwise), (b) when sent by email
(with no automated reply, such as an out-of-office notification, no mail undeliverable notification or other rejection notice) or (c)
one (1) Business Day following the day sent by an internationally recognized overnight courier (with written confirmation of receipt),
in each case, at the following addresses or email addresses (or to such other address or email address as a party may have specified by
notice given to the other Party pursuant to this provision):
(a) If
to SPAC, prior to the Closing, to:
NewHold Investment Corp III
52 Vanderbilt Avenue
Suite 2005
New York, NY 10017
Attention:
Kevin Charlton
Email:
***
with copies (which shall not constitute actual or constructive
notice) to:
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Attention:
Giovanni Caruso; Ronelle Porter
Email:
***; ***
(b) If
to any of the Company Parties, to:
NewCleo Ltd.
55 South Audley Street
London, W1K 2QH
United Kingdom
Attention:
Khalil Bukhari
Email:
***
with copies (which shall not constitute actual or constructive
notice) to:
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Attention:
Michael Senders; Yasin Keshvargar
Email:
***;
***
or to such other address or addresses as the Parties
may from time to time designate in writing. Copies delivered solely to outside counsel shall not constitute notice.
- 70 -
10.4 Assignment.
No Party hereto shall assign, delegate or otherwise transfer this Agreement or any part hereof without the prior written consent of the
other Parties and any such assignment, delegation or transfer without such prior written consent shall be null and void. Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors
and assigns.
10.5 Rights
of Third Parties. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give
any Person, other than the Parties hereto, any right or remedies under or by reason of this Agreement; provided, however,
that (a) the SPAC Indemnified Parties (and their successors, heirs and representatives), are intended third-party beneficiaries of, and
may enforce, Section 7.11, and (b)
the Nonparty Affiliates are intended third-party beneficiaries of, and may enforce, Section 10.16.
10.6 Expenses.
Except as otherwise set forth in this Agreement, each Party hereto shall be responsible for and pay its own expenses incurred in connection
with this Agreement and the Transactions, including all fees of its legal counsel, investment bankers, brokers, finders, and other representatives
or consultants; provided that if the Closing shall occur, the Company shall pay or cause to be paid the Unpaid Transaction Expenses
in accordance with Section 4.3 (provided
that the SPAC Transaction Expenses shall not exceed $14,000,000 in the aggregate exclusive of any fees owed by SPAC to financial advisors
acting as placement agents in connection with the PIPE Investment). The Parties further agree that the payments set forth in this Section
10.6 shall be the sole and exclusive
remedy (whether at law, in equity, in contract, in tort or otherwise) if this Agreement is terminated pursuant to Section 9.1;
provided, further, that the foregoing shall not limit (x) each Party from liability for any willful breach of this Agreement,
willful misconduct or fraud relating to events occurring prior to termination of this Agreement, or (y) the rights of each Party to seek
specific performance or other injunctive relief under Section 10.15
in lieu of terminating this Agreement. No Party shall be liable to the other Parties for any indirect, punitive, special or consequential
losses or damages arising out of this Agreement.
10.7 Governing
Law; Jurisdiction.
(a) This
Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Agreement (whether based on law, in
equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Agreement, shall be
governed by and construed in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof
that would subject such matter to the Laws of another jurisdiction. Notwithstanding the foregoing, the Mergers and the exercise of appraisal
and dissenters’ rights under the Cayman Companies Act, the fiduciary or other duties of the board of directors of SPAC, the Company
and the Merger Subs with respect to the Mergers, shall, in each case, be construed, performed and enforced in accordance with the Laws
of the Cayman Islands.
(b) All
Legal Proceedings arising under the Laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively
in any federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal
court does not have jurisdiction over such Legal Proceedings, they shall be heard and determined exclusively in the Supreme Court of the
State of New York, Commercial Division, sitting in the Borough of Manhattan of The City of New York (and any appellate court therefrom).
Each of the Parties hereto agrees that mailing of process or other papers in connection with any such Legal Proceedings in the manner
provided in Section 10.3 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient
service thereof. Each of the Parties hereto hereby (i) submits to the exclusive jurisdiction of the aforesaid courts for the purpose of
any Legal Proceeding arising under the Laws of the State of New York out of or relating to this Agreement brought by any Party hereto,
and (ii) irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding
with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in
respect of this Agreement and the rights and obligations arising hereunder any claim that it is not personally subject to the jurisdiction
of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7.
- 71 -
10.8 Waiver
of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LEGAL REQUIREMENTS WHICH CANNOT BE WAIVED, EACH OF THE PARTIES
AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT, EACH OTHER TRANSACTION
AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS, AND FOR ANY COUNTERCLAIM RELATING THERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER
ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY NOR ANY PERSON
ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING
TO THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. FURTHERMORE, NO PARTY NOR ANY PERSON ASSERTING
RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING
IN WHICH A JURY TRIAL CANNOT BE WAIVED.
10.9 Company
and SPAC Disclosure Letters. The Company Disclosure Letter and the SPAC Disclosure Letter (including, in each case, any
section thereof) referenced herein are a part of this Agreement as if fully set forth herein. All references herein to the Company Disclosure
Letter and/or the SPAC Disclosure Letter (including, in each case, any section thereof) shall be deemed references to such parts of this
Agreement, unless the context shall otherwise require. Any disclosure made by a party in the applicable Disclosure Letter, or any section
thereof, with reference to any section of this Agreement or section of the applicable Disclosure Letter shall be deemed to be a disclosure
with respect to such other applicable sections of this Agreement or sections of applicable Disclosure Letter if it is reasonably apparent
on the face of such disclosure that such disclosure is responsive to such other section of this Agreement or section of the applicable
Disclosure Letter. Certain information set forth in the Disclosure Letters is included solely for informational purposes and shall not
be deemed to constitute an acknowledgment by the Company or SPAC, as applicable that the matter is required to be disclosed by the terms
of this Agreement, nor shall such disclosure be deemed (a) an admission of any breach or violation of any Contract or applicable Law,
(b) an admission of any liability or obligation to any third party, or (c) to establish a standard of materiality.
10.10 Entire
Agreement. (a) This Agreement (together with the Company Disclosure Letter and the SPAC Disclosure Letter), (b) the Registration
Rights Agreement, the Subscription Agreements, the A&R Articles of Association, the Company Shareholder Support Agreement, the Sponsor
Support Agreement and Closing Warrant Agreement (once prepared) (collectively, the “Ancillary Agreements”), (c) Confidentiality
Commitment, by and between SPAC and newcleo SA, dated as of October 27, 2025 (the “Nondisclosure Agreement”), (d) the
other Transaction Agreements (including the Plans of Merger), and (e) any other documents and instruments and agreements among the Parties
hereto as contemplated or referred to herein, constitute the entire agreement among the Parties to this Agreement relating to the Transactions
and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the Parties hereto
or any of their respective Subsidiaries relating to the Transactions. No representations, warranties, covenants, understandings, agreements,
oral or otherwise, relating to the Transactions exist between such Parties, except as expressly set forth in this Agreement and the Ancillary
Agreements.
10.11 Amendments.
Subject to applicable Law, the Parties may modify or amend this Agreement by written agreement executed and delivered by the duly authorized
officers of each of the respective Parties; provided that no amendment shall be made to this Agreement after the Closing; provided,
further, that after receipt of the approval of the SPAC Shareholder Approval Matters, if any such amendment shall by applicable
Law or SPAC’s Governing Documents require further approval of the shareholders of SPAC, the effectiveness of such amendment shall
be subject to the approval of the shareholders of SPAC; provided, further, that after receipt of the Company Shareholder
Approval, if any such amendment shall by applicable Law or the Company’s Governing Documents require further approval of the Company
Shareholders, the effectiveness of such amendment shall be subject to the approval of the Company Shareholders.
- 72 -
10.12 Publicity.
(a) All
press releases or other public communications relating to the Transactions, and the method of the release for publication thereof, shall,
prior to the Closing, be subject to the prior mutual approval of SPAC and the Company, which approval shall not be unreasonably withheld
by any Party; provided that no Party shall be required to obtain consent pursuant to this Section 10.12(a) to
the extent any proposed release or statement is substantially equivalent to the information that has previously been made public without
breach of the obligation under this Section 10.12(a).
(b) The
restriction in Section 10.12(a) shall not apply to the extent the public announcement is required by applicable securities
Law, any Governmental Authority or Stock Exchange rule; provided, however, that in such an event, the Party making the announcement
shall use its reasonable best efforts to consult with the other Party in advance as to its form, content and timing.
10.13 Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this
Agreement shall remain in full force and effect. The Parties further agree that if any provision contained herein is, to any extent, held
invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining
provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or
otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable
provision giving effect to the intent of the Parties.
10.14 Headings;
Counterparts. The table of contents and headings in this Agreement are for convenience only and shall not be considered
a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in two (2) or
more counterparts, each of which shall be deemed an original, but all of which together shall constitute one (1) and the same instrument.
10.15 Enforcement.
The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur
in the event that the Parties hereto do not perform the provisions of this Agreement (including failing to take such actions as are required
of them under the provisions of this Agreement in order to consummate the Mergers) in accordance with its specified terms or otherwise
breach or threaten to breach such provisions. The Parties acknowledge and agree that the Parties hereto shall be entitled, in addition
to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief
to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof. Without limiting
the foregoing, each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable
relief on the basis that (a) there is adequate remedy at law or (b) an award of specific performance is not an appropriate remedy for
any reason at law or in equity. Any Party seeking an order or injunction to prevent breaches or threatened breaches and to enforce specifically
the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order
or injunction.
- 73 -
10.16 Non-Recourse.
Except to the extent otherwise set forth in the Ancillary Agreements, all claims, obligations, liabilities, or causes of action (whether
in contract or in tort, in law or in equity or granted by statute) that may be based upon, in respect of, arise under, out or by reason
of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including
any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such
representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement
(the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director,
officer, employee, incorporator, member, partner, manager, shareholder, Affiliate, agent, attorney, representative or assignee of, and
any financial advisor to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner,
manager, shareholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any of the foregoing
(collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity,
or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related
in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance
or breach (other than as set forth in the Ancillary Agreements), and, to the maximum extent permitted by Law, each Contracting Party hereby
waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting
the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements: (a) each
Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available
at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability
of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality,
alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each
Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation
or warranty made in, in connection with, or as an inducement to this Agreement.
10.17 Non-Survival.
Except (x) as otherwise contemplated by Section 9.2
or (y) in the case of claims against a Person in respect of such Person’s willful misconduct or Fraud Claims, each of the representations
and warranties in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights
arising out of any breach of such representations and warranties, shall not survive the Closing and shall terminate and expire upon the
occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements
contained in this Agreement that by their terms expressly apply in whole or in part after the Closing, and then only with respect to any
breaches occurring after the Closing, and (b) this Article X.
10.18 Conflicts
and Privilege. Each of the Parties hereby agrees on behalf of their respective successors and assigns (including after
the Closing, the Second Merger Surviving Company) (all such parties, the “Acknowledging Parties”), that any legal counsel
(including Loeb & Loeb LLP (“Loeb”)) that represented SPAC or the Sponsor prior to the Closing, may represent the
Sponsor or SPAC or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Second Merger
Surviving Company) (collectively, the “Sponsor Group”), in each case, solely in connection with any Action or obligation
arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding
its prior representation of the Sponsor, SPAC and its Subsidiaries, or other Acknowledging Parties. Each of the Parties, on behalf of
itself and the Acknowledging Parties, hereby agrees that all legally privileged communications, between the Sponsor, SPAC, or its Subsidiaries,
or any other member of the Sponsor Group, on the one hand, and Loeb (in its role as counsel to SPAC), on the other hand, made prior to
the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising
out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, are privileged communications
that do not pass to the Second Merger Surviving Company notwithstanding the Mergers, and instead survive, remain with and are controlled
by the Sponsor Group (the “Privileged Communications”), without any waiver thereof. The Parties, together with any
of their successors or assigns, agree that no Person may use or rely on any of the Privileged Communications, whether located in the records
or email server of the Second Merger Surviving Company and its Subsidiaries, in any Action against or involving any of the Parties after
the Closing, and the Parties agree not to assert that any privilege has been waived as to the Privileged Communications, by virtue of
the Mergers. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with
SPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Second Merger Surviving
Company.
[Remainder of page intentionally left blank]
- 74 -
IN WITNESS WHEREOF the parties
have hereunto caused this Agreement to be duly executed as of the date first above written.
NEWHOLD INVESTMENT CORP III
By:
/s/ Kevin Charlton
Name:
Kevin Charlton
Title:
Chief Executive Officer
[Signature Page to Business Combination Agreement]
IN WITNESS WHEREOF the parties
have hereunto caused this Agreement to be duly executed as of the date first above written.
NEWCLEO LTD.
By:
/s/ Stefano Buono
Name:
Stefano Buono
Title:
Chief Executive Officer
NEWCLEO1 LTD.
By:
/s/ Stefano Buono
Name:
Stefano Buono
Title:
Director
NEWCLEO2 LTD.
By:
/s/ Stefano Buono
Name:
Stefano Buono
Title:
Director
[Signature Page to Business Combination Agreement]
Exhibit E
Dated
[●] 2026
NewHold
Investment Corp III
newcleo1
Ltd.
and
[newcleo
plc]
plan
of merger
E-1
Contents
1 Definitions and Interpretation
E-4
2 Name and registered office of each Constituent Company
E-5
3 Shares in the Constituent Companies
E-5
4 Effective Date
E-5
5 Terms and conditions of the Merger
E-6
6 Rights and restrictions attaching to the shares of the Surviving Company
E-6
7 Constitutional documentation of the Surviving Company
E-6
8 Director benefits
E-7
9 Secured creditors
E-7
10 Directors of the Surviving Company
E-7
11 Authorisations
E-7
12 Termination or amendment
E-7
13 Counterparts
E-8
14 Governing law
E-8
Schedule 1
E-10
Schedule 2
E-11
E-2
This
plan of merger (this Plan of Merger) is made on [●] 2026.
parties:
1 NewHold
Investment Corp III, an exempted company with limited liability incorporated in the Cayman
Islands with registered number 412846 and having its registered office at c/o Ogier Global
(Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands (the Surviving
Company);
2 newcleo1
Ltd., an exempted company with limited liability incorporated in the Cayman Islands with
registered number 434366 and having its registered office at c/o Ogier Global (Cayman) Limited,
89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands (the Merging Company),
(the
Surviving Company and the Merging Company are together known as the Constituent Companies); and
3 [newcleo
plc], a public limited company incorporated under the Laws of England and Wales (the PubCo).
recitals:
A The
directors of each Constituent Company have approved a merger of the Constituent Companies
so that the Merging Company will merge with and into the Surviving Company (the Merger).
Immediately upon the Merger becoming effective the undertaking, property and liabilities
of the Constituent Companies will automatically vest in the Surviving Company, the Merging
Company will cease to exist and the Surviving Company will continue as the surviving company.
B Part
16 of the Companies Act (Revised) of the Cayman Islands (the Companies Act) provides
for the statutory mechanics by which the Merger can be effected. Amongst other matters, the
Companies Act requires that a written plan of merger be approved by each of the Constituent
Companies and their shareholders and that such plan of merger be signed by a director on
behalf of each Constituent Company and be filed with the Registrar of Companies in the Cayman
Islands (the Registrar). Section 233(4) of the Companies Act provides a list of prescribed
matters which must be addressed in the plan of merger.
C Each
Constituent Company wishes to enter this Plan of Merger in accordance with Part 16 of the
Companies Act.
E-3
D The
directors of each Constituent Company have also approved the terms and conditions of that
certain Business Combination Agreement dated [●] 2026 by and among the Surviving Company,
the Merging Company, newcleo2 Ltd. and NewCleo Ltd. (as it may be amended, modified, supplemented
or waived from time to time by the parties thereto, the Business Combination Agreement
attached at Schedule 2 hereto).
E PubCo
wishes to enter into this Plan of Merger solely for the purposes of clause 5.2 of this Plan
of Merger.
It
is agreed as follows:
1 Definitions
and Interpretation
1.1 Terms
not otherwise defined in this Plan of Merger will have the meanings given to them in the
Business Combination Agreement.
1.2 In
this Plan of Merger:
(a) except
where the context otherwise requires, words denoting the singular include the plural and
vice versa, words denoting a gender include every gender and references to persons include
bodies corporate and unincorporated;
(b) references
to recitals, clauses and Schedules are, unless the context otherwise requires, references
to recitals and clauses hereof and Schedules hereto and references to sub-clauses are, unless
otherwise stated, references to the sub-clause of the clause in which the reference appears;
(c) the
recitals and the Schedules form part of this Plan of Merger and will have the same force
and effect as if they were expressly set out in the body of this Plan of Merger and any reference
to this Plan of Merger will include the recitals and the Schedules;
(d) any
reference to this Plan of Merger or to any agreement or document referred to in this Plan
of Merger will be construed as a reference to such agreement or document as amended, varied,
modified, supplemented, restated, novated or replaced from time to time;
(e) any
reference to any statute or statutory provision will, unless the context otherwise requires,
be construed as a reference to such statute or statutory provision as the same may have been
or may be amended, modified, extended, consolidated, re-enacted or replaced from time to
time; and
(f) clause
headings and the index are inserted for convenience only and will not affect the construction
of this Plan of Merger.
E-4
2 Name
and registered office of each Constituent Company
2.1 The
Merging Company and the Surviving Company are the constituent companies (as defined in section
232 of the Companies Act) participating in the Merger.
2.2 The
Surviving Company will be the surviving company (as defined in section 232 of the Companies
Act) following the Merger.
2.3 Following
the Merger the Surviving Company will be named newcleo1 Ltd.
2.4 The
registered office of the Merging Company is c/o Ogier Global (Cayman) Limited, 89 Nexus Way,
Camana Bay, Grand Cayman, KY1-9009, Cayman Islands.
2.5 The
registered office of the Surviving Company is c/o Ogier Global (Cayman) Limited, 89 Nexus
Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands.
2.6 Following
the Merger the registered office of the Surviving Company will continue to be c/o Ogier Global
(Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands.
3 Shares
in the Constituent Companies
3.1 Immediately
prior to the Effective Date, the authorised share capital of the Merging Company will be
USD50,000 divided into 500,000,000 ordinary shares of par value of USD0.0001 each.
3.2 Immediately
prior to the Effective Date, the authorised share capital of the Surviving Company will be
USD50,000 divided into 479,000,000 Class A Ordinary shares of par value of USD0.0001 each,
20,000,000 Class B Ordinary Shares of par value of USD0.0001 each and 1,000,000 preference
shares of a par value of USD0.0001.
3.3 Immediately
following the Merger, the authorised share capital of the Surviving Company will be USD50,000
divided into 500,000,000 ordinary shares of par value of USD0.0001 each.
4 Effective
Date
The
Merger will be effective on the date that this Plan of Merger is registered by the Registrar in accordance with section 233(13) of the
Companies Act or such later date as the directors of the Constituent Companies may agree and specify in accordance with this Plan of
Merger and section 234 of the Companies Act (the Effective Date).
E-5
5 Terms
and conditions of the Merger
5.1 The
terms and conditions of the Merger, including the manner and basis of converting shares in
the Merging Company into shares in the Surviving Company, are set out in this Plan of Merger
and the Business Combination Agreement (including, without limitation, Article III of the
Business Combination Agreement).
5.2 PubCo
undertakes and agrees (it being acknowledged that PubCo will be the sole shareholder of the
Surviving Company after the Merger) in consideration of the Merger to issue the Company Ordinary
Shares (as that term is defined in the Business Combination Agreement) in accordance with
the terms of the Business Combination Agreement.
5.3 On
the Effective Date:
(a) the
rights, the property of every description including choses in action, and the business, undertaking,
goodwill, benefits, immunities and privileges of each of the Constituent Companies will immediately
vest in the Surviving Company in accordance with section 236(1)(b) of the Companies Act;
and
(b) the
Surviving Company will become liable for and subject, in the same manner as the Constituent
Companies, to all mortgages, charges or security interests, and all contracts, obligations,
claims, debts and liabilities of each of the Constituent Companies in accordance with section
236(1)(c) of the Companies Act.
5.4 On
the Effective Date, the Registrar will strike off the Merging Company from the Register of
Companies of the Cayman Islands in accordance with section 236(3) of the Companies Act.
6 Rights
and restrictions attaching to the shares of the Surviving Company
Following
the Merger, the rights and restrictions attaching to the shares in the capital of the Surviving Company will be as detailed in the amended
and restated memorandum and articles of association of the Surviving Company attached at Schedule 1 hereto.
7 Constitutional
documentation of the Surviving Company
On
the Effective Date (but not before), the memorandum and articles of association of the Surviving Company shall be amended and restated
by the deletion of the then-current amended and restated memorandum and articles of association of the Surviving Company in their entirety
and the substitution in their place of the amended and restated memorandum and articles of association of the Surviving Company attached
at Schedule 1 hereto.
E-6
8 Director
benefits
No
director of the Surviving Company or the Merging Company has received or will receive any amount or benefit consequent upon the Merger.
9 Secured
creditors
Neither
the Surviving Company nor the Merging Company has any secured creditors nor has either the Surviving Company or the Merging Company granted
any fixed or floating security interests that are outstanding as at the date of this Plan of Merger.
10 Directors
of the Surviving Company
The
names and addresses of the directors of the Surviving Company immediately following the Merger will be as follows:
Name
Address
[●]
[●]
11 Authorisations
11.1 The
directors of each Constituent Company have approved this Plan of Merger in accordance with
section 233(3) of the Companies Act.
11.2 The
shareholders of each Constituent Company have authorised this Plan of Merger by way of a
special resolution in accordance with section 233(6) of the Companies Act.
12 Termination
or amendment
12.1 In
accordance with section 235(1) of the Companies Act, at any time prior to the Effective Date,
subject to the Business Combination Agreement, this Plan of Merger may be:
(a) terminated
by the directors of either of the Constituent Companies; or
(b) amended
by the directors of both of the Constituent Companies to:
(i) change
the Effective Date, provided that the new Effective Date of the Merger complies with the
provisions of section 234 of the Companies Act such that it cannot be a date later than the
ninetieth day after the date of registration of the Plan of Merger with the Registrar; or
E-7
(ii) to
make any other changes to this Plan of Merger which the directors of both the Constituent
Companies consider, in their sole and absolute discretion, to be necessary or desirable for
the purpose of effecting the Merger, provided that such changes do not materially adversely
affect any rights of the shareholders of either Constituent Company, as determined by the
directors of each of the Surviving Company and the Merging Company, respectively.
12.2 If
this Plan of Merger is terminated or amended in accordance with clause 12.1 after it has
been filed with the Registrar but before it has become effective, the Constituent Companies
must file or cause to be filed notice of the termination or amendment (as applicable) with
the Registrar in accordance with sections 235(2) and 235(4) of the Companies Act and must
distribute copies of such notice in accordance with section 235(3) of the Companies Act.
13 Counterparts
This
Plan of Merger may be executed and delivered in any number of counterparts, all of which taken together constitute one and the same document.
14 Governing
law
This
Plan of Merger is governed by and will be construed in accordance with the laws of the Cayman Islands.
[Signature
page follows.]
E-8
This
Plan of Merger has been entered into by the parties on the date first written above.
Surviving
Company
Signed
for and on behalf of
)
NewHold
Investment Corp III
)
by:
)
)
Name:
)
Title:
Director
)
Merging
Company
Signed
for and on behalf of
)
newcleo1
Ltd.
)
by:
)
)
Name:
)
Title:
Director
)
PubCo
Signed
for and on behalf of
)
[newcleo
plc]
)
by:
)
)
Name:
)
Title:
Director
)
[Signature Page to Plan of Merger (First Merger)]
E-9
Schedule
1
Amended
and Restated Memorandum and Articles of Association
of
the Surviving Company
Attached.
E-10
Schedule
2
Business
Combination Agreement
Attached.
E-11
Dated
[●] 2026
newcleo2
Ltd.
newcleo1
Ltd.
plan
of merger
E-12
Contents
1
Definitions
and Interpretation
E-15
2
Name
and registered office of each Constituent Company
E-15
3
Shares
in the Constituent Companies
E-16
4
Effective
Date
E-16
5
Terms
and conditions of the Merger
E-16
6
Rights
and restrictions attaching to the shares of the Surviving Company
E-17
7
Constitutional
documentation of the Surviving Company
E-17
8
Director
benefits
E-17
9
Secured
creditors
E-17
10
Directors
of the Surviving Company
E-17
11
Authorisations
E-18
12
Termination
or amendment
E-18
13
Counterparts
E-18
14
Governing
law
E-18
Schedule
1
E-20
Schedule
2
E-21
E-13
This
plan of merger (this Plan of Merger) is made on [●] 2026.
parties:
1 newcleo2
Ltd., an exempted company with limited liability incorporated in the Cayman Islands with
registered number 434342 and having its registered office at c/o Ogier Global (Cayman) Limited,
89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands (the Surviving Company);
and
2 newcleo1
Ltd., an exempted company with limited liability incorporated in the Cayman Islands with
registered number 412846 and having its registered office at c/o Ogier Global (Cayman) Limited,
89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands (the Merging Company),
(the
Surviving Company and the Merging Company are together known as the Constituent Companies).
recitals:
A The
directors of each Constituent Company have approved a merger of the Constituent Companies
so that the Merging Company will merge with and into the Surviving Company (the Merger).
Immediately upon the Merger becoming effective the undertaking, property and liabilities
of the Constituent Companies will automatically vest in the Surviving Company, the Merging
Company will cease to exist and the Surviving Company will continue as the surviving company.
B Part
16 of the Companies Act (Revised) of the Cayman Islands (the Companies Act) provides
for the statutory mechanics by which the Merger can be effected. Amongst other matters, the
Companies Act requires that a written plan of merger be approved by each of the Constituent
Companies and their shareholders and that such plan of merger be signed by a director on
behalf of each Constituent Company and be filed with the Registrar of Companies in the Cayman
Islands (the Registrar). Section 233(4) of the Companies Act provides a list of prescribed
matters which must be addressed in the plan of merger.
C Each
Constituent Company wishes to enter this Plan of Merger in accordance with Part 16 of the
Companies Act.
D The
directors of each Constituent Company have also approved the terms and conditions of that
certain Business Combination Agreement dated [●] 2026 by and among the Surviving Company,
newcleo1 Ltd., NewHold Investment Corp III, and NewCleo Ltd. (as it may be amended, modified,
supplemented or waived from time to time by the parties thereto, the Business Combination
Agreement attached at Schedule 2 hereto).
E-14
It
is agreed as follows:
1 Definitions
and Interpretation
1.1 Terms
not otherwise defined in this Plan of Merger will have the meanings given to them in the
Business Combination Agreement.
1.2 In
this Plan of Merger:
(a) except
where the context otherwise requires, words denoting the singular include the plural and
vice versa, words denoting a gender include every gender and references to persons include
bodies corporate and unincorporated;
(b) references
to recitals, clauses and Schedules are, unless the context otherwise requires, references
to recitals and clauses hereof and Schedules hereto and references to sub-clauses are, unless
otherwise stated, references to the sub-clause of the clause in which the reference appears;
(c) the
recitals and the Schedules form part of this Plan of Merger and will have the same force
and effect as if they were expressly set out in the body of this Plan of Merger and any reference
to this Plan of Merger will include the recitals and the Schedules;
(d) any
reference to this Plan of Merger or to any agreement or document referred to in this Plan
of Merger will be construed as a reference to such agreement or document as amended, varied,
modified, supplemented, restated, novated or replaced from time to time;
(e) any
reference to any statute or statutory provision will, unless the context otherwise requires,
be construed as a reference to such statute or statutory provision as the same may have been
or may be amended, modified, extended, consolidated, re-enacted or replaced from time to
time; and
(f) clause
headings and the index are inserted for convenience only and will not affect the construction
of this Plan of Merger.
2 Name
and registered office of each Constituent Company
2.1 The
Merging Company and the Surviving Company are the constituent companies (as defined in section
232 of the Companies Act) participating in the Merger.
2.2 The
Surviving Company will be the surviving company (as defined in section 232 of the Companies
Act) following the Merger.
2.3 Following
the Merger the Surviving Company will continue to be named newcleo2 Ltd.
E-15
2.4 The
registered office of the Surviving Company is c/o Ogier Global (Cayman) Limited, 89 Nexus
Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands.
2.5 The
registered office of the Merging Company is c/o Ogier Global (Cayman) Limited, 89 Nexus Way,
Camana Bay, Grand Cayman, KY1-9009, Cayman Islands.
2.6 Following
the Merger the registered office of the Surviving Company will continue to be c/o Ogier Global
(Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands.
3 Shares
in the Constituent Companies
3.1 Immediately
prior to the Effective Date, the authorised share capital of the Surviving Company will be
USD50,000 divided into 500,000,000 ordinary shares of par value of USD0.0001 each.
3.1 Immediately
prior to the Effective Date, the authorised share capital of the Merging Company will be
USD50,000 divided into 500,000,000 ordinary shares of par value of USD0.0001 each.
3.2 Immediately
following the Merger, the authorised share capital of the Surviving Company will be USD50,000
divided into 500,000,000 ordinary shares of par value of USD0.0001 each.
4 Effective
Date
The
Merger will be effective on the date that this Plan of Merger is registered by the Registrar in accordance with section 233(13) of the
Companies Act or such later date as the directors of the Constituent Companies may agree and specify in accordance with this Plan of
Merger and section 234 of the Companies Act (the Effective Date).
5 Terms
and conditions of the Merger
5.1 The
terms and conditions of the Merger, including the manner and basis of converting shares in
the Merging Company into shares in the Surviving Company, are set out in this Plan of Merger
and the Business Combination Agreement (including, without limitation, Article III of the
Business Combination Agreement).
5.2 On
the Effective Date:
(a) the
rights, the property of every description including choses in action, and the business, undertaking,
goodwill, benefits, immunities and privileges of each of the Constituent Companies will immediately
vest in the Surviving Company in accordance with section 236(1)(b) of the Companies Act;
and
E-16
(b) the
Surviving Company will become liable for and subject, in the same manner as the Constituent
Companies, to all mortgages, charges or security interests, and all contracts, obligations,
claims, debts and liabilities of each of the Constituent Companies in accordance with section
236(1)(c) of the Companies Act.
5.3 On
the Effective Date, the Registrar will strike off the Merging Company from the Register of
Companies of the Cayman Islands in accordance with section 236(3) of the Companies Act.
6 Rights
and restrictions attaching to the shares of the Surviving Company
Following
the Merger, the rights and restrictions attaching to the shares in the capital of the Surviving Company will be as detailed in the memorandum
and articles of association of the Surviving Company attached at Schedule 1 hereto.
7 Constitutional
documentation of the Surviving Company
In
connection with the Merger, the Surviving Company does not propose to adopt updated memorandum and articles of association and accordingly
the amended and restated memorandum and articles of association of the Surviving Company immediately prior to the Merger shall be the
memorandum and articles of association of the Surviving Company after the Merger.
8 Director
benefits
No
director of the Surviving Company or the Merging Company has received or will receive any amount or benefit consequent upon the Merger1.
9 Secured
creditors
Neither
the Surviving Company nor the Merging Company has any secured creditors nor has either the Surviving Company or the Merging Company granted
any fixed or floating security interests that are outstanding as at the date of this Plan of Merger2.
10 Directors
of the Surviving Company
The
names and addresses of the directors of the Surviving Company immediately following the Merger will be as follows:
Name
Address
[●]
[●]
1
To be confirmed.
2
To be confirmed.
E-17
11 Authorisations
11.1 The
directors of each Constituent Company have approved this Plan of Merger in accordance with
section 233(3) of the Companies Act.
11.2 The
shareholders of each Constituent Company have authorised this Plan of Merger by way of a
special resolution in accordance with section 233(6) of the Companies Act.
12 Termination
or amendment
12.1 In
accordance with section 235(1) of the Companies Act, at any time prior to the Effective Date,
subject to the Business Combination Agreement, this Plan of Merger may be:
(a) terminated
by the directors of either of the Constituent Companies; or
(b) amended
by the directors of both of the Constituent Companies to:
(i) change
the Effective Date, provided that the new Effective Date of the Merger complies with the
provisions of section 234 of the Companies Act such that it cannot be a date later than the
ninetieth day after the date of registration of the Plan of Merger with the Registrar; or
(ii) to
make any other changes to this Plan of Merger which the directors of both the Constituent
Companies consider, in their sole and absolute discretion, to be necessary or desirable for
the purpose of effecting the Merger, provided that such changes do not materially adversely
affect any rights of the shareholders of either Constituent Company, as determined by the
directors of each of the Surviving Company and the Merging Company, respectively.
12.2 If
this Plan of Merger is terminated or amended in accordance with clause 12.1 after it has
been filed with the Registrar but before it has become effective, the Constituent Companies
must file or cause to be filed notice of the termination or amendment (as applicable) with
the Registrar in accordance with sections 235(2) and 235(4) of the Companies Act and must
distribute copies of such notice in accordance with section 235(3) of the Companies Act.
13 Counterparts
This
Plan of Merger may be executed and delivered in any number of counterparts, all of which taken together constitute one and the same document.
14 Governing
law
This
Plan of Merger is governed by and will be construed in accordance with the laws of the Cayman Islands.
[Signature
page follows.]
E-18
This
Plan of Merger has been entered into by the parties on the date first written above.
Surviving
Company
Signed for and on behalf of
)
newcleo2 Ltd.
)
by:
)
)
Name:
)
Title:
Director
)
Merging
Company
Signed for and on behalf of
)
newcleo1 Ltd.
)
by:
)
)
Name:
)
Title:
Director
)
[Signature Page to Plan of Merger (Second Merger)]
E-19
Schedule
1
Memorandum
and Articles of Association
of
the Surviving Company
Attached.
E-20
Schedule
2
Business
Combination Agreement
Attached.
E-21
Exhibit F
COMPANY
NO 13274878
THE COMPANIES
ACTS
PUBLIC COMPANY LIMITED BY SHARES
ARTICLES
OF ASSOCIATION OF NEWCLEO PLC
CMS Cameron McKenna Nabarro
Olswang LLP
Cannon Place
78 Cannon Street
London EC4N 6AF
T +44 20 7367 3000
F +44 20 7367 2000
cms.law
F-1
Table of Contents
1.
Definitions and interpretation
F-6
2.
Limited liability
F-9
3.
Model articles excluded
F-9
4.
Form of resolutions
F-9
5.
Rights attached to shares
F-9
6.
Redeemable shares
F-9
7.
Classes of shares
F-9
8.
Conversion of Class B Shares
F-10
9.
Payment of commissions
F-13
10.
Trusts not recognised
F-13
11.
Suspension of rights for non-disclosure of interest
F-13
12.
Variation of rights
F-15
13.
Matters not constituting a variation of rights
F-16
14.
Right to certificates
F-16
15.
Execution of certificates
F-16
16.
Replacement certificates
F-17
17.
Uncertificated securities
F-17
18.
Company’s lien
F-18
19.
Enforcing lien by sale after notice
F-18
20.
Manner of sale
F-18
21.
Application of sale proceeds
F-18
22.
Calls
F-19
23.
Time of call
F-19
24.
Liability of joint holders
F-19
25.
Interest
F-19
26.
Sums due on allotment or by way of instalment treated as calls
F-19
27.
Power to differentiate
F-19
28.
Advance payment of calls
F-19
29.
Notice if call not paid
F-20
30.
Forfeiture if notice not complied with
F-20
31.
Notice of forfeiture
F-20
32.
Sale of forfeited share
F-20
33.
Arrears to be paid notwithstanding forfeiture
F-21
34.
Statutory declaration and validity of sale
F-21
35.
Power to sell shares of untraced shareholders
F-21
36.
Manner of sale and creation of debt in respect of net proceeds
F-22
37.
Form and execution of transfer
F-22
38.
Right to refuse registration of shares
F-23
F-2
39.
Other rights to refuse registration
F-23
40.
Notice of refusal
F-23
41.
No fee for registration
F-23
42.
Lock-up of shares
F-23
43.
Retention of documents
F-27
44.
Other Registers
F-27
45.
Transmission
F-27
46.
Election by transmittee
F-27
47.
Rights in respect of the share
F-28
48.
Alteration of capital
F-28
49.
Purchase of own shares
F-29
50.
Convening general meetings
F-29
51.
Length of notice period
F-29
52.
General meeting record date
F-30
53.
Omission or non-receipt of notice
F-30
54.
Change of arrangements for general meetings
F-30
55.
Quorum
F-30
56.
Procedure if quorum not present
F-30
57.
Chair of general meeting
F-31
58.
Attendance and speaking at general meetings
F-31
59.
Satellite meeting places
F-32
60.
Security arrangements
F-32
61.
Adjournments
F-32
62.
Notice of adjourned meeting
F-33
63.
Method of voting
F-33
64.
Votes of members
F-34
65.
Votes of joint holders
F-34
66.
Votes of member suffering incapacity
F-34
67.
No right to vote where sums overdue on shares
F-35
68.
Votes on a poll
F-35
69.
Right to withdraw demand for a poll
F-35
70.
Procedure if poll demanded
F-35
71.
When poll to be taken
F-35
72.
Continuance of other business after poll demanded
F-35
73.
Proposal or amendment of resolution
F-36
74.
Amendment of resolution ruled out of order
F-36
75.
Objections or errors in voting
F-36
76.
Proxies sent or supplied in electronic form
F-36
77.
Execution of an appointment of proxy
F-37
78.
Times for deposit of an appointment of proxy
F-37
F-3
79.
Form of appointment of proxy
F-38
80.
Validity of proxy
F-39
81.
Maximum validity of proxy
F-39
82.
Class meetings
F-39
83.
Number of Directors
F-39
84.
No shareholding qualification for Directors
F-39
85.
Fees
F-40
86.
Expenses
F-40
87.
Remuneration
F-40
88.
Appointment, removal and resignation of alternates
F-40
89.
Alternate to be responsible for own acts and payment of alternate
F-41
90.
Executive Directors
F-41
91.
General powers of the Company vested in the Board
F-41
92.
Agents
F-42
93.
Delegation to individual Directors
F-42
94.
Delegation to committees
F-42
95.
Power to establish local boards etc
F-43
96.
Provision for employees
F-43
97.
The Company’s name
F-43
98.
Borrowing Powers
F-43
99.
Annual Retirement of Directors
F-44
100.
Position of Retiring Director
F-44
101.
Eligibility for appointment as a Director
F-45
102.
Power of the Company to appoint Directors
F-45
103.
Power of the Board to appoint Directors
F-45
104.
Company’s power to remove a Director and appoint another in the Director’s place
F-45
105.
Vacation of office by Directors
F-46
106.
Directors’ Transactions, offices, employment and interests
F-47
107.
Conflicts of interest requiring Board authorisation
F-49
108.
Directors’ gratuities and pensions
F-50
109.
Board meetings
F-51
110.
Notice of Board meetings
F-51
111.
Voting
F-51
112.
Quorum
F-51
113.
Board vacancies below minimum number
F-51
114.
Appointment of chair
F-51
115.
Competence of the Board
F-52
116.
Participation in meetings by telephone
F-52
117.
Written resolutions
F-52
118.
Company books
F-52
119.
Validity of acts of the Board or a committee
F-52
F-4
120.
Appointment and removal of Company Secretary
F-53
121.
Use of seal
F-53
122.
Company may declare dividends
F-53
123.
Board may pay interim dividends and fixed dividends
F-53
124.
Calculation and currency of dividends
F-54
125.
Waiver of dividends
F-54
126.
Non-cash dividends
F-54
127.
Scrip dividends
F-54
128.
Enhanced scrip dividends
F-56
129.
Right to deduct amounts due on shares from dividends
F-56
130.
No interest on dividends
F-56
131.
Payment procedure
F-56
132.
Receipt by joint holders
F-57
133.
Where payment of dividends need not be made
F-57
134.
Unclaimed dividends
F-57
135.
Capitalisation of profits
F-58
136.
Authentication of documents
F-59
137.
Power to choose record date
F-60
138.
Strategic report
F-60
139.
Inspection of records
F-60
140.
Destruction of documents
F-60
141.
Form of communications
F-61
142.
Communication with joint holders
F-61
143.
Communication with members in a restricted jurisdiction
F-61
144.
Communications after transmission
F-62
145.
When notice deemed served
F-62
146.
Record date for communications
F-63
147.
Loss of entitlement to receive communications
F-63
148.
Notice when post not available
F-63
149.
Liquidation Preference and Distribution in specie on winding up
F-63
150.
Indemnity and provision of funds
F-64
151.
Power to insure
F-64
152.
Disputes
F-64
153.
Depositary arrangements
F-65
154.
Rights Plan
F-66
Appendix
F-69
F-5
Registered No. 13274878
The
Companies Acts
Public
Company Limited by Shares
ARTICLES OF ASSOCIATION
of
Newcleo PLC
(Adopted in substitution for and to the exclusion
of all existing articles by a special resolution passed on [●] 2026)
1. Definitions and interpretation
1.1 In these Articles, the following words and expressions have the meanings indicated below:
“Adoption
Date”: the date with effect from which these articles are adopted by the Company;
“Affiliate
Shareholder”: any shareholder which is considered to be an affiliate of the Company or the holder of restricted securities for
the purposes of United States federal securities laws in respect of such restricted securities;
“these
Articles”: these articles of association as originally adopted or as altered from time to time;
“Approved
Depositary”: a custodian or other person (or a nominee for such custodian or other person) appointed under contractual arrangements
with the Company or other arrangements approved by the directors whereby such custodian or other person or nominee holds or is interested
in shares of the Company or rights or interests in shares of the Company and issues securities or other documents of title or otherwise
evidencing the entitlement of the holder thereof to or to receive such shares, rights or interests, provided and to the extent that such
arrangements have been approved by the directors for the purpose of these Articles;
“Auditors”:
the auditors of the Company for the time being or, in the case of joint auditors, any one of them;
“Board”:
the board of Directors from time to time of the Company or those Directors present at a duly convened meeting of the Directors at which
a quorum is present;
“Company
Ordinary Shares”: has the meaning given to it in Article 7;
“Class
B Shares”: has the meaning given to it in Article 7;
“Class
C Shares”: has the meaning given to it in Article 7;
“clear
days”: in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and
the day for which it is given or on which it is to take effect;
“Deferred
Shares”: has the meaning given to it in Article 7;
“Deposit
Agreement”: a deposit agreement among the Company, the Approved Depositary and the holders and beneficial owners of Depositary
Receipts issued thereunder;
F-6
“Depositary”:
any depositary, clearing agency, custodian or nominee approved by the board that holds legal title to shares for the purposes of facilitating
beneficial ownership of such shares by another individual or individuals, including for the avoidance of doubt DTC;
“Depositary
Receipts”: a depositary receipt representing a beneficial interest in a share of the Company (other than deferred shares) issued
and held by the Approved Depositary in accordance with the Deposit Agreement;
“Depositary
Register”: the register maintained by the Approved Depositary in respect of Depositary Receipts;
“Director”:
a director for the time being of the Company;
“DTC”:
The Depository Trust Company and any affiliate or nominee therefor, including Cede & Co. and any successors thereto;
“electronic
facility”: any form of electronic facility approved for the relevant occasion by the Board under these Articles, including digital
platforms, website addresses and conference call systems, and any device, system, procedure, method or other facility providing an electronic
means of attendance, speaking, being heard and voting at a general meeting;
“Exchange
Act”: the U.S. Securities Exchange Act of 1934, as amended;
“holder”:
in relation to shares, the member whose name is entered in the Register as the holder of the shares (but, to the extent that these Articles
would otherwise conflict with the Statutes, not including the Company itself in relation to shares held as treasury shares);
“member”:
a member of the Company (but, to the extent that these Articles would otherwise conflict with the Statutes, not including the Company
itself in relation to shares held as treasury shares);
“Office”:
the registered office of the Company;
“Operator”:
the person approved under the Regulations as operator of a relevant system;
“ordinary
shares” means the ordinary shares in the capital of the Company having the rights set out in these Articles and form part of
the ordinary share capital of the Company for the purposes of the Companies Act;
“paid up”:
paid up or credited as paid up;
“Register”:
the register of members of the Company;
“Regulations”:
the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended and replaced from time to time and any subordinate legislation
and rules made under them for the time being in force);
“Relevant
Exchange”: any market operated by the New York Stock Exchange or The Nasdaq Stock Market, LLC on which the Company’s ordinary
shares are, with the approval of the Board, listed or quoted or proposed to be listed or quoted;
“relevant
system”: the computer-based system, and procedures, which enable title to units of a security to be evidenced and transferred
without a written instrument, and which facilitate supplementary and incidental matters in accordance with the Regulations;
“Restricted
Jurisdiction”: means a jurisdiction where the sending of any document or information to an address in such jurisdiction would
or might, in the absolute determination of the Board, infringe the laws of such jurisdiction;
F-7
“Seal”:
the common seal of the Company or any official seal kept by the Company pursuant to the Statutes;
“Secretary”:
the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant
or deputy secretary and any person appointed to perform the duties of secretary temporarily or in any particular case;
“Securities
Act”: the U.S. Securities Act of 1933, as amended;
“Statutes”:
every statute (including any statutory instrument, order, regulation or subordinate legislation made under it) concerning companies that
are incorporated in England and Wales to the extent that it is for the time being in force or (where the context requires) was
in force at a particular time, including the Companies Act 2006 and the Regulations;
“system’s
rules”: the rules, regulations, procedures, facilities and requirements of the relevant system concerned;
“transfer
instruction”: a properly authenticated dematerialised instruction on a relevant system in accordance with the Regulations in
such form, in such manner and from such person as the Board may determine;
“transmittee”:
a person entitled to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission
by operation of law;
“United
Kingdom”: Great Britain and Northern Ireland; and
“United
States” or “U.S.”: the United States of America.
1.2 The expressions “debenture” and “debenture holder” include “debenture stock”
and “debenture stockholder”.
1.3 References to writing include any method of reproducing or representing words, symbols or other information
in such form (including in electronic form or by making it available on a website) that it can be read or seen with the naked eye and
a copy of it can be retained.
1.4 References to the execution of a document (including where execution is implied, such as in the giving
of a written consent) include references to its being executed under hand or under seal or by any other method, and, in relation to anything
sent or supplied in electronic form, include references to its being executed by such means and incorporating such information as the
Board may from time to time stipulate for the purpose of establishing its authenticity and integrity.
1.5 Unless the context otherwise requires, words or expressions used in these Articles that are defined or
used with a certain meaning in the Regulations or the Companies Act 2006 bear those definitions or meanings in these Articles (but as
if their use in these Articles were contemplated as well as in the relevant legislation), except that the word “company”
shall include any body corporate.
1.6 Except where the contrary is stated or the context otherwise requires, any reference (whether specific
or collective) to a statute or statutory provision includes any order, regulation, instrument or other subordinate legislation made under
it for the time being in force, and any reference to a statute, statutory provision, order, regulation, instrument or other subordinate
legislation includes any amendment, extension, consolidation, re-enactment or replacement of it for the time being in force. References
to applicable law shall include references the rules of the Relevant Exchange and the securities laws of the United States and subdivisions
thereof as far as they apply to the Company under their provisions or these Articles.
F-8
1.7 Words importing the singular number only include the plural and vice versa. Words importing one gender
include all other genders. Words importing persons include corporations.
1.8 References to a meeting shall not be taken as requiring more than one person to be present if any quorum
requirement can be satisfied by one person.
1.9 References to any security as being in certificated form or uncertificated form refer, respectively, to
that security being a certificated unit of a security or an uncertificated unit of a security for the purposes of the Regulations.
1.10 Words such as “other”, “include”, “including”
and similar words shall not limit the general effect of words that precede or follow them and the ejusdem generis rule shall not apply.
1.11 Headings are inserted for convenience only and shall not affect the construction of these Articles.
1.12 Except as the context may otherwise require, references to “beneficial interest” shall include
the holding of Depositary Receipts.
2. Limited liability
2.1 The liability of the members is limited to the amount, if any, unpaid on the shares held by them.
3. Model articles excluded
3.1 No articles of association prescribed by the Statutes apply as the articles of association of the Company.
4. Form of resolutions
4.1 A special resolution shall be effective for any purpose for which an ordinary resolution is expressed
to be required under the Statutes or these Articles.
5. Rights attached to shares
5.1 Subject to the Statutes and without prejudice to any rights attached to any existing shares, any share
may be issued with such rights or restrictions as the Company may by ordinary resolution determine (or, in the absence of any such determination
or in so far as such ordinary resolution does not make specific provision, as the Board may determine).
6. Redeemable shares
6.1 The Company may issue shares which are to be redeemed, or are liable to be redeemed at the option of the
Company or the holder, and the Board may determine the terms, conditions and manner of redemption of any such shares.
7. Classes of shares
7.1 Subject to Article 5, and without limitation, the Company may issue the following shares in the capital
of the Company with rights attaching to them and denominated, in each case, as follows:
7.1.1 Company Ordinary Shares (the “Company Ordinary Shares”). Company Ordinary Shares shall be issued with voting rights and each
Company Ordinary Share shall rank equally with all other ordinary shares in the capital of the Company that have voting rights for voting
purposes. Each Company Ordinary Share shall rank equally with all other ordinary shares in the capital of the Company for any dividend
declared. Each Company Ordinary Share shall rank equally with all other ordinary shares in the capital of the Company for any distribution
made on a winding up of the Company. Company Ordinary Shares shall confer on each holder (in that capacity) the right to receive notice
of and to attend, speak and vote at, all general meetings of the Company. Company Ordinary Shares may be issued as redeemable shares,
at the option of the board.
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7.1.2 Class B Shares (the “Class B Shares”). The Class B Shares shall be issued without voting rights attached to
them. The Class B Shares shall have no right to receive dividends. In respect of a distribution made on a winding up, the Class B Shares
entitle its holders to receive, in aggregate, the amount set out in Article 149. The Class B Shares shall not entitle its holders to any
further participation in the assets or profits in the Company. The holders of Class B Shares (in that capacity) shall have no right to
receive notice of and attend, speak and vote at any general meeting of the Company. Class B Shares may be issued as redeemable shares,
at the option of the Board. A reduction by the Company of the capital paid up or credited as paid up on the Class B Shares, the cancellation
of such shares and/or the conversion of such shares in accordance with Article 8 will be treated as being in accordance with the rights
attaching to the Class B Shares and will not involve any variation. No right, title or interest of any kind in the Class B Shares shall
be transferred save with the prior approval of the Board, which consent may be withheld by the Board at its sole discretion.
7.1.3 Class C Shares (the “Class C Shares”). Class C Shares shall be issued without voting rights attached to them.
Each Class C Share shall rank equally with all other ordinary shares in the capital of the Company for any dividend declared. Each Class
C Share shall rank equally with all other ordinary shares in the capital of the Company for any distribution made on a winding up. The
holders of the Class C Shares (in that capacity) shall have the right to receive notice of and attend and speak at any general meeting
of the Company. Class C Shares may be issued as redeemable shares, at the option of the Board.
7.1.4 Deferred Shares (the “Deferred Shares”). The Deferred Shares shall be issued
without voting rights attached to them. The Deferred Shares shall have no right to receive dividends. In respect of a distribution made
on a winding up, the Deferred Shares entitle its holders to receive, in aggregate, the amount set out in Article 149. The Deferred Shares
shall not entitle its holders to any further participation in the assets or profits in the Company. The holders of Deferred Shares (in
that capacity) shall have no right to receive notice of and attend, speak and vote at any general meeting of the Company. Deferred Shares
may be issued as redeemable shares, at the option of the Board. No right, title or interest of any kind in the Deferred Shares shall be
transferred save with the prior approval of the Board, which consent may be withheld by the Board at its sole discretion. The Company
shall have irrevocable authority at any time:
7.1.4.1 to appoint any one or more of the Directors to execute on behalf of the holders of such Deferred Shares
a transfer thereof and/or an agreement to transfer the same for no consideration to such person as the Company may determine as custodian
thereof; and/or
7.1.4.2 to purchase the same (in accordance with the provisions of the Companies Act 2006) for not more than an
aggregate sum of €1.00 for all of the Deferred Shares, without obtaining the sanction of the holder or holders thereof and for the
purposes of such purchase to appoint any one or more of the Directors to execute on behalf of any holder of Deferred Shares a contract
for the sale to the Company of any such shares held by such holder;
and pending any
such transfer and/or purchase the Company shall be entitled to retain the certificates for such Deferred Shares.
8. Conversion of Class B Shares
8.1 The following terms shall have the meanings set forth below for all purposes of this Article
8.1.1 “Closing” means the date that the Company’s listing application with Nasdaq
(or, at the Company’s election, another Stock Exchange) shall have been conditionally approved;
8.1.2 “Closing Date” means the date of the Closing;
8.1.3 “Conversion Date” means the date on which a Conversion Event occurs;
8.1.4 “Governmental Authority” means any federal, national, state, provincial, municipal,
local, foreign, multinational, supra-national, government or governmental authority or regulatory body thereof, or political subdivision
thereof, or any commission, department, board, office, bureau, agency, instrumentality or authority thereof, any court, tribunal, arbitrator,
arbitration panel or similar judicial body or any self-regulatory organisation or other non-governmental regulatory authority or quasi-governmental
authority or other similar dispute resolving panel or body;
8.1.1 “Governmental Order” means any order, judgment, injunction, decree, writ, stipulation,
determination, assessment or award (including any arbitration award), in each case, entered by or with any Governmental Authority;
8.1.2 “Law” means any statute, law, principle of common law, ordinance, rule, regulation,
directive, code, edict, decree, proclamation, treaty, convention or Governmental Order, in each case, of any Governmental Authority;
8.1.3 “Measurement Period” means the period commencing immediately following the Closing
and ending on the fifth (5th) anniversary of the Closing Date;
8.1.4 “Nasdaq” means The Nasdaq Stock Market, LLC;
8.1.5 “Stock Exchange” means the New York Stock Exchange or Nasdaq;
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8.1.6 “Trading Day” means any day on which the Trading Market is open for trading;
8.1.7 “Trading Market” means the Stock Exchange on which the Company Ordinary Shares are
listed for trading;
8.1.8 “Transaction Consideration” means the right to receive cash or securities in exchange for Company
Ordinary Shares in the event that, prior to the expiration of the Measurement Period and before the Conversion Events are satisfied, the
Company consummates a merger, consolidation, business combination, tender offer, reorganisation or other transaction or series of related
transactions;
8.1.9 “Transaction Consideration Value” means, in respect of any Transaction Consideration
(expressed on a per-share basis (i.e., per Company Ordinary Share acquired or otherwise exchanged in the applicable transaction)), either:
8.1.9.1 with respect to Transaction Consideration in the form of cash, the U.S. dollar amount of such cash;
8.1.9.2 with respect to Transaction Consideration in the form of securities listed and publicly traded on a Stock
Exchange or other national securities exchange:
(i) if holders of Company Ordinary Shares will receive a “floating” amount of such securities
equal to a fixed U.S. dollar amount of consideration, the Transaction Consideration Value shall be such fixed U.S. dollar amount of consideration;
(ii) if holders of Company Ordinary Shares will receive a “fixed” number of such securities per
Company Ordinary Share, the Transaction Consideration Value of such consideration shall equal the product of (A) the number of securities
to be received per Company Ordinary Share multiplied by (B) the VWAP of one such security, determined for the twenty (20) continuous
Trading Days ending three (3) Business Days prior to the closing date of such transaction (as reported on Bloomberg); provided
that, for the purposes of this article, references to “Company Ordinary Shares” in the definition of Trading Market shall
be deemed to be references to the Stock Exchange or other national securities exchange on which such securities are listed; or
8.1.9.3 with respect to Transaction Consideration in the form of other securities, property or other consideration,
the Transaction Consideration Value shall be the fair market value of such other securities, property or other consideration as determined
in good faith by the Board; and
8.1.10 “VWAP” means the volume weighted average price of a Company Ordinary Share, as reported
on the Trading Market, determined for any Trading Days (as reported on Bloomberg).
8.2 Fifty per cent. of the Class B Shares (rounded up to the nearest whole number) held by a member shall,
subject to Article 8.10, automatically convert and be redesignated into the same number of Company Ordinary Shares, on a one-for-one basis,
in the event that the VWAP of the Company Ordinary Shares shall equal or exceed fifteen dollars ($15.00) for any twenty (20) Trading Days
within a thirty (30) Trading Day period during the Measurement Period (the “First Conversion Event”).
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8.3 Fifty per cent. of the Class B Shares held by a member shall, subject to Article 8.10, automatically convert
and be redesignated into the same number of Company Ordinary Shares, on a one-for-one basis, in the event that the VWAP of the Company
Ordinary Shares shall equal or exceed eighteen dollars ($18.00) for any twenty (20) Trading Days within a thirty (30) Trading Day period
during the Measurement Period (the “Second Conversion Event”, and together with the First Conversion Event, the “Conversion
Events”).
8.4 On the Conversion Date, the relevant Class B Shares shall, subject to Article 8.10, without further authority
or consent than is contained in these Articles stand converted into the same number of Company Ordinary Shares and be redesignated as
such, on a one-for-one basis, and the Company Ordinary Shares resulting from that conversion shall in all other respects rank pari
passu with the existing issued Company Ordinary Shares.
8.5 The Company shall, subject to Article 8.10, on the Conversion Date procure the entry of the holder of
the converted Class B Shares on the register of members of the Company as the holder of the appropriate number of Company Ordinary Shares
and, in case of holders of certificated Class B Shares, subject to Article 8.10 and subject to the relevant holder delivering its certificate(s)
(or an indemnity for lost certificate in a form acceptable to the Board) in respect of the Class B Shares in accordance with this Article,
the Company shall within 10 Business Days of the Conversion Date forward to such holder of converted Class B Shares by post to their address
shown in the register of members, free of charge, a certificate for the appropriate number of fully paid Company Ordinary Shares.
8.6 If any Class B Shareholder becomes entitled to fractions of a Company Ordinary Share as a result of a
conversion, the Board shall have the sole discretion to address the treatment of any fractional shares in accordance with the provisions
of Article 48.2.
8.7 The Conversion Events (and, for the avoidance of doubt, the VWAP amounts
referenced) set out in this Article 8 and the applicable number of Class B Shares that are convertible into Company Ordinary Shares in
respect of each Conversion Event shall be subject to adjustment as determined by the Board in its sole discretion to reflect appropriately
the effect of any share split, subdivision, consolidation, capitalisation, share dividend or share distribution, reorganisation, reclassification
or other like change that has occurred with respect to Company Ordinary Shares after the Closing and prior to the end of the Measurement
Period.
8.8 To the extent any Class B Shares have not been converted on or before
the expiry of the Measurement Period due to failure of a Conversion Event to occur in accordance with this Article 8 during the Measurement
Period, the holders of Class B Shares shall have no future rights to convert any such unconverted Class B Shares. In respect of such unconverted
Class B Shares as remain after the expiry of the Measurement Period, the Company shall have irrevocable authority at any time:
8.8.1 to appoint any one or more of the Directors to execute on behalf of the holders of such Class B Shares
a transfer thereof and/or an agreement to transfer the same for no consideration to such person as the Company may determine as custodian
thereof; and/or
8.8.2 to purchase the same (in accordance with the provisions of the Companies Act 2006) for not more than an
aggregate sum of €1.00 for all of the Class B Shares, without obtaining the sanction of the holder or holders thereof and for the
purposes of such purchase to appoint any one or more of the Directors to execute on behalf of any holder of Class B Shares a contract
for the sale to the Company of any such shares held by such holder.
8.9 Notwithstanding anything to the contrary in this Agreement, in the event that, prior to the expiration of the
Measurement Period and before the conversion thresholds set out in Article 8.1 or Article 8.2 are achieved, the Company consummates a
merger, consolidation, business combination, tender offer, reorganisation or other transaction or series of related transactions pursuant
to which the holders of Company Ordinary Shares have the right to receive cash or securities (collectively, “Transaction Consideration”)
in exchange for their Company Ordinary Shares, and the Transaction Consideration Value of such Transaction Consideration per Company Ordinary
Share (the “Per Share Transaction Value”) equals or exceeds the VWAP referenced in a Conversion Event set out in Article
8.1 and Article 8.2, then, effective as of immediately prior
to the consummation of any such transaction, the lesser of (i) the number of Class B Shares that would have been converted under this
Article 8 if the Per Share Transaction Value had been the VWAP of the Company Ordinary Shares for any twenty (20) Trading Days within
a thirty (30) Trading Day period during the Measurement Period and (ii) the remaining Class B Shares that have not yet been converted
as of such date, in each case, shall, subject to Article 8.10, automatically convert and be redesignated into the same number of Company
Ordinary Shares, on a one-for-one basis. For the avoidance of doubt, if the Per Share Transaction Value is less than any conversion threshold
set forth in Article 8.1 or Article 8.2, no Class B Shares shall be converted pursuant to this Article 8.9.
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8.10 No Class B Shares shall be converted to Company Ordinary Shares where the holder of such Class B
Shares is required to file a notification pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”)
or under any applicable antitrust Law of any non-U.S. jurisdictions (collectively, “Foreign Antitrust Laws”) until
any applicable waiting period pursuant to the HSR Act or Foreign Antitrust Laws has expired or been terminated (provided that any such
holder of Class B Shares has notified the Company of such required filing pursuant to the HSR Act or Foreign Antitrust Laws in connection
therewith following reasonable advance notice from the Company of the reasonably anticipated conversion of Class B Shares).
8.11 For so long as the Class B Shares are in issue, no consolidation and/or subdivision of Company Ordinary
Shares shall be effected without simultaneous consolidation and/or subdivision of the Class B Shares (and vice versa).
9. Payment of commissions
9.1 The Company may exercise the powers of paying commissions and brokerage conferred or permitted by the
Statutes. Subject to the Statutes, any such commission may be satisfied by the payment of cash or by the allotment (or an option to call
for the allotment) of fully or partly paid shares or partly in one way and partly the other.
10. Trusts not recognised
10.1 Except as required by law, no person shall be recognised by the Company as holding any share upon any
trust and the Company shall not be bound by or recognise (except as otherwise provided by these Articles or by law or under an order of
a court of competent jurisdiction) any interest in any share except an absolute right to the whole of the share in the holder.
11. Suspension of rights for non-disclosure of interest
11.1 If a member, or any other person appearing to be interested in shares held by that member, has been duly
given a notice under section 793 of the Companies Act 2006 (a “Disclosure Notice”) and has failed in relation to any
shares (the “default shares”) to give the Company the information required by such notice within 14 days of the date
of such notice, then (unless the Board shall determine otherwise) from the expiry of that period:
11.1.1 the member shall not be entitled in respect of the default shares to be present or to vote (in person,
by proxy or, if it is a corporation, by representative) at any general meeting or at any separate meeting of the holders of any class
of shares or on any poll; and
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11.1.2 where the default shares represent at least 0.25 per cent. of the issued shares of the Company or the
class in question (in either case, calculated exclusive of shares held as treasury shares):
11.1.2.1 any dividend (including shares issued in lieu of dividends) or other monies payable in respect of the
default shares shall be withheld by the Company, which shall not have any obligation to pay interest on it; and
11.1.2.2 no transfer, other than an excepted transfer, of any shares held by the member shall be registered unless
the member is not in default as regards supplying the information required and the transfer is of part only of the member’s holding
and when lodged for registration is accompanied by a certificate from the member in a form satisfactory to the Board that, after due and
careful enquiry, the member is satisfied that no person in default as regards supplying such information is interested in any of the shares
that are the subject of the transfer.
11.2 Where, on the basis of information obtained from a member in respect of any share held by the member or
from any other person appearing to be interested in such share, the Company gives a Disclosure Notice to any other person, it shall also
send a copy of the notice to that member, but any failure to do so, or the non-receipt of the copy by the member, shall not invalidate
or otherwise affect the operation of this Article.
11.3 Except to the extent that they are default shares by virtue of Article 11.1, any new shares in the Company
issued in right of any default share shall be subject to the same restrictions in this Article as apply to the default share and for as
long as they so apply. The Board may make any right to an allotment of the new shares subject to such restrictions when those shares are
issued (and may for that purpose require the new shares to be issued and held in certificated form).
11.4 Where any restrictions imposed under this Article apply in relation to any shares, they shall cease to
have effect if and when, and to the extent that, the Board so determines, except that particular shares shall in any event automatically
cease to be subject to any such restrictions seven days after the earlier of (a) receipt by the Board of notice that such shares are the
subject of an excepted transfer and (b) due compliance, to the satisfaction of the Board, with the relevant Disclosure Notice. If any
or all of the restrictions in this Article shall cease to apply to particular shares, any dividends and other monies withheld by reason
of a restriction which then ceases to apply shall be paid without interest to the person who would have been entitled to them if that
restriction had not applied, or as that person may direct.
11.5 This Article is in addition to, and shall not in any way prejudice or affect, the statutory rights of
the Company arising from any failure by any person to give any information required by a Disclosure Notice within the time specified in
it. For the purpose of this Article, a Disclosure Notice may require any information to be given before the expiry of 14 days from the
date of the notice.
11.6 For purposes of this Article:
11.6.1 an “excepted transfer” means
11.6.1.1 a transfer pursuant to acceptance of a takeover bid;
11.6.1.2 a transfer in consequence of a sale of the entire interest in the shares the subject of the transfer on
a recognised investment exchange or on any other stock exchange outside the United Kingdom on which shares in the Company of that description
are normally traded; or
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11.6.1.3 a transfer which is shown to the satisfaction of the Board to be made in consequence of a sale of such
an entire interest otherwise than on any such stock exchange to a person who is not connected with the relevant member or with a person
appearing to be interested in the shares the subject of the transfer;
11.6.2 a “person appearing to be interested” in any shares means any person named in a response
to a Disclosure Notice as being so interested or shown in any register kept by the Company under the Companies Act 2006 as so interested
or, taking into account any response or failure to respond to such notice or to any other statutory notice or any other relevant information,
any person whom the Company has reasonable cause to believe is so interested;
11.6.3 references to a person having failed to give the Company the information required by a Disclosure Notice,
or being in default as regards supplying such information, include (i) references to the person’s having failed or refused to give
all or any part of it and (ii) references to the person’s having given information which the person knows to be false in a material
particular or the person’s having recklessly given information which is false in a material particular;
11.6.4 where a person receives a Disclosure Notice and the shares in which such person appears to be interested
are held by a Depositary, that person is not considered for the purposes of this article to have an interest or to be a person appearing
to have an interest, in any shares held by such Depositary or in which such Depositary is otherwise interested other than those shares
specified in the Disclosure Notice and default shares shall be construed accordingly; and
11.6.5 where a Disclosure Notice has been served on a Depositary, the obligations of such Depositary shall be
limited to disclosing to the Company such information requested in the Section 793 Notice relating to any person appearing to be interested
in the shares held by it and specified in the Disclosure Notice as has been recorded by such Depositary and the provision of such information
shall be at the Company’s cost and default shares shall be construed accordingly and shall be those shares held by it in respect
of which it has not complied with such obligations.
Notwithstanding anything to the contrary
in this Article, no restriction shall apply by virtue of this Article to the extent that applying the restriction would contravene the
Regulations, but, subject to the system’s rules, the Board may require the Operator of a relevant system to convert any share held
in uncertificated form into certificated form in order to enable the Company to impose restrictions in relation to the share in accordance
with this Article.
12. Variation of rights
12.1 The Company may by special resolution redesignate any shares, subject, where required, to due compliance
with the provisions of the Statutes as to variation of class rights.
12.2 Subject to the Statutes and any special terms of their issue to the contrary, the rights attached to a
class of shares may be varied or abrogated (whether or not the Company is being wound up) either with the consent in writing of the holders
of at least three-quarters in nominal value of the shares of that class (excluding any such shares held as treasury shares) or with the
sanction of a special resolution passed at a separate meeting of the holders of the shares of that class validly held in accordance with
these Articles. This shall apply also to the variation or abrogation of the rights attached to some only of the shares of any class as
if each group of shares of the class differently treated formed a separate class, and references in these Articles to classes of shares
shall, except in this Article, be read accordingly. No consent shall be required to vary or abrogate the special rights attached to any
class of share if no shares of that class are in issue.
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13. Matters not constituting a variation of rights
13.1 The rights attached to any share or class of shares shall not, unless otherwise expressly provided by
its terms of issue, be deemed to be varied, abrogated or breached by:
13.1.1 the creation or issue of further shares ranking pari passu with it;
13.1.2 the purchase or redemption by the Company of any of its own shares (whether of that or any other class)
or the sale of any shares (of that class or any other class) held as treasury shares; or
13.1.3 the exercise of any right or discretion expressly provided for in these articles (including, without limitation,
any conversion, reclassification, redesignation or redenomination of shares from one class of shares to another class of shares in accordance
with these articles and/or the removal or suspension of voting rights or other rights in respect of any Shares in accordance with these
articles).
14. Right to certificates
14.1 Except as otherwise provided in these Articles, every person whose name is entered in the Register as
a holder of shares in the Company shall be entitled, within the time specified by the Statutes and without payment, to one certificate
for all the shares of each class registered in the holder’s name. Upon a transfer of part of the shares of any class registered
in the holder’s name, every holder shall be entitled without payment to one certificate for the balance in certificated form of
the relevant holding. Upon request and upon payment, for every certificate after the first, of such reasonable sum (if any) as the Board
may determine, every holder shall be entitled to receive several certificates for certificated shares of one class registered in the holder’s
name (subject to surrender for cancellation of any existing certificate representing such shares). Every holder shall be entitled to receive
one certificate in substitution for several certificates for certificated shares of one class registered in the holder’s name upon
surrender to the Company of all the share certificates representing such shares.
14.2 Subject as provided in the preceding part of this Article, the Company shall not be bound to issue more
than one certificate in respect of certificated shares registered in the names of two or more persons and delivery of a certificate to
one joint holder shall be a sufficient delivery to all of them.
15. Execution of certificates
15.1 Every certificate for share or loan capital or other securities of the Company (other than letters of
allotment, scrip certificates or similar documents) shall be issued under the Seal (or in such other manner as the Board, having regard
to the terms of issue, the Statutes and the requirements of the Relevant Exchange may authorise) and each share certificate shall specify
the shares to which it relates, the distinguishing number (if any) of the shares and the amount paid up on the shares. The Board may determine,
either generally or in relation to any particular case, that any signature on any certificate need not be autographic but may be applied
by some mechanical or other means, or printed on the certificate, or that certificates need not be signed.
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16. Replacement certificates
16.1 If a share certificate for certificated shares is worn out, defaced or damaged then, upon its surrender
to the Company, it shall be replaced free of charge. If a share certificate for certificated shares is or is alleged to have been lost
or destroyed it may be replaced without fee but on such terms (if any) as to evidence and indemnity and to payment of any exceptional
out-of-pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board thinks fit. The Company
shall be entitled to treat an application for a replacement certificate made by one of joint holders as being made on behalf of all the
holders concerned.
17. Uncertificated securities
17.1 Unless otherwise determined by the Board and permitted by the Regulations, the Company shall not issue
and no person shall be entitled to receive a certificate in respect of any share or other security issued by the Company for so long as
it is in uncertificated form.
17.2 Conversion of securities in certificated form into uncertificated form, and vice versa, may be made in
such manner as the Board may, in its absolute discretion, think fit (subject always to the Statutes and the facilities and requirements
of the relevant system).
17.3 All registers of holders relating to securities issued by the Company will be maintained as required by
the Regulations and by the rules of the relevant system and will distinguish between securities held in uncertificated form and securities
held in certificated form. Unless the Board shall otherwise determine, holdings of the same holder or joint holders in certificated form
shall be treated as separate from the same person or persons’ holdings in uncertificated form, but a class of securities shall not
be treated as two classes by virtue only of the fact that it comprises securities in certificated form and securities in uncertificated
form (even if, as a result of any provision of these Articles or the Regulations, securities are treated differently according to whether
they are in certificated or uncertificated form).
17.4 No certificate will normally be issued in respect of securities held by a financial institution.
17.5 The provisions of these Articles shall not apply to shares of any class which are in uncertificated form
to the extent that such Articles are inconsistent with:
17.5.1 the holding of shares of that class in uncertificated form;
17.5.2 the transfer of title to shares of that class by means of a relevant system; or
17.5.3 any provision of the Regulations
but notwithstanding this the Board
may require the Operator of a relevant system to convert any share held in uncertificated form into certificated form in order to enable
the Company to deal with the share in accordance with these Articles.
17.6 The Company shall be entitled to assume that the entries on any record of securities maintained by it
in accordance with the Regulations, and regularly reconciled with the register of securities maintained by the Operator of a relevant
system, are a complete and accurate reproduction of the particulars entered in the Operator’s register of securities and shall not
be liable in respect of any act or thing done or omitted to be done by or on behalf of the Company in reliance on such assumption; in
particular, any provision of these Articles that requires or envisages that action will be taken in reliance on information contained
in the Register shall be construed to permit that action to be taken in reliance on information contained in any relevant record of securities
(as so maintained and reconciled).
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18. Company’s lien
18.1 The Company shall have a first and paramount lien on every share (not being a fully paid share) for all
monies (whether presently payable or not) called or payable at a fixed time in respect of that share. The Company’s lien on a share
shall extend to any amount payable in respect of it.
18.2 The Board may at any time resolve that any share shall be wholly or in part exempt from this Article.
19. Enforcing lien by sale after notice
19.1 The Company may sell, in such manner as the Board determines, any shares on which the Company has a lien
if a sum in respect of which the lien exists is presently payable and is not paid within 14 clear days after a notice demanding payment
has been given to the holder of the share or the relevant transmittee indicating that, if the notice is not complied with, the shares
will be sold.
20. Manner of sale
20.1 To give effect to a sale, the Board may:
20.1.1 in the case of shares held in certificated form, authorise and instruct some person (which may include
the holder of shares concerned) to execute an instrument of transfer of the shares sold; and
20.1.2 in the case of shares held in uncertificated form, subject to the system’s rules, require the Operator
of a relevant system to convert any such share into certificated form in order to enable the Company to deal with the share in accordance
with this Article, and after such conversion authorise and instruct some person to execute an instrument of transfer of the share (and
to take such other steps as may be necessary to give effect to the sale);
in each case to, or in accordance
with the directions of, the purchaser and the transfer will be valid even if in respect of any of the shares no certificate accompanies
the instrument of transfer. The transferee shall not be bound to see to the application of the purchase money and the transferee’s
title to the shares shall not be affected by any irregularity or invalidity of the proceedings in reference to the sale.
21. Application of sale proceeds
21.1 The net proceeds of the sale, after payment of the costs, shall be applied in or towards payment of so
much of the sum for which the lien exists as is presently payable, and any residue shall (in the case of shares held in certificated form,
upon surrender to the Company for cancellation of the certificate for the shares sold and in the case of shares held in uncertificated
form, within a reasonable time following receipt by the Company of the net proceeds of sale and subject in each such case to a like lien
for any monies not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares immediately
before the sale.
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22. Calls
22.1 Subject to the terms of issue, the Board may from time to time make calls upon the members in respect
of any money unpaid on their shares (whether in respect of the nominal amount or by way of premium). Each member shall (subject to receiving
at least 14 clear days’ notice specifying when and where payment is to be made) pay to the Company as required by the notice the
amount called on the member’s shares. A call may be made payable by instalments. A call may, at any time before receipt by the Company
of any sum due under the call, be revoked in whole or in part and payment of a call may be postponed in whole or in part, as the Board
may determine.
22.2 A person upon whom a call is made shall remain liable for all calls made upon that person notwithstanding
the subsequent transfer of the shares in respect of which the call was made.
23. Time of call
23.1 A call shall be deemed to have been made at the time when the resolution of the Board authorising the
call was passed.
24. Liability of joint holders
24.1 The joint holders of a share shall be jointly and severally liable to pay all calls in respect of the
share.
25. Interest
25.1 If a call remains unpaid after it has become due and payable, the person from whom it is due and payable
shall pay all costs, charges and expenses that the Company may have incurred by reason of such non-payment, together with interest on
the amount unpaid from the day it became due and payable until the day it is paid at the rate fixed by the terms of issue of the share
or in the notice of the call or, if no rate is fixed, at the appropriate rate (as defined by section 609 of the Companies Act 2006) but
the Board may waive payment of the interest wholly or in part.
26. Sums due on allotment or by way of instalment treated as calls
26.1 An amount payable in respect of a share on allotment or at any fixed date, whether in respect of the nominal
amount of the share or by way of premium or as an instalment of a call, shall be deemed to be a call and, if it is not paid these Articles
shall apply as if that amount had become due and payable by virtue of a call.
27. Power to differentiate
27.1 Subject to the terms of issue, the Board may, on the issue of shares, differentiate between the allottees
or holders in the amount of calls to be paid and the times of payment.
28. Advance payment of calls
28.1 The Board may, if it thinks fit, receive from any member willing to advance them all or any part of the
monies unpaid and uncalled upon the shares held by the member and may pay interest upon the monies so advanced (to the extent such monies
exceed the amount of the calls due and payable upon the shares in respect of which they have been advanced) at such rate (not exceeding
15 per cent. per annum unless the Company by ordinary resolution otherwise directs) as the Board may determine.
28.2 A payment in advance of calls shall extinguish, to the extent of it, the liability upon the shares in
respect of which it is advanced.
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29. Notice if call not paid
29.1 If a call or instalment of a call remains unpaid after it has become due and payable, the Board may at
any time serve a notice on the holder requiring payment of so much of the call or instalment as remains unpaid together with any interest
which may have accrued thereon and any costs, charges and expenses incurred by the Company by reason of such non-payment. The notice shall
specify a further day (not being less than 14 clear days from the date of the notice) on or before which, and the place where the payment
required by the notice is to be made and shall indicate that if the notice is not complied with the shares in respect of which the call
was made or instalment is payable will be liable to be forfeited.
29.2 The Board may accept the surrender of any share liable to be forfeited and, in such case, references in
these Articles to forfeiture shall include surrender.
30. Forfeiture if notice not complied with
30.1 If any notice served under the immediately preceding Article (Notice if call not paid) is not complied
with, any share in respect of which the notice was given may, before payment of all calls or instalments and interest due in respect of
it is made, be forfeited by (and with effect from the time of the passing of) a resolution of the Board that such share be forfeited.
The forfeiture shall include all dividends declared and other monies payable in respect of the forfeited shares and not paid before the
forfeiture.
31. Notice of forfeiture
31.1 When any share has been forfeited, notice of the forfeiture shall be served upon the person who was, before
the forfeiture, the holder of the share, but a forfeiture shall not be invalidated by any failure to give such notice. An entry of such
notice and an entry of the forfeiture with the date thereof shall forthwith be made in the Register in respect of such share. However,
no forfeiture shall be invalidated by any omission to make such entries as aforesaid.
32. Sale of forfeited share
32.1 Until cancelled in accordance with the Statutes, a forfeited share shall be deemed to be the property
of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was the holder before the forfeiture or
to any other person upon such terms and in such manner as the Board thinks fit. To give effect to a sale or other disposal, the Board
may:
32.1.1 in the case of shares held in certificated form, authorise and instruct some person (which may include
the holder of shares concerned) to execute an instrument of transfer of the shares; and
32.1.2 in the case of shares held in uncertificated form, subject to the system’s rules, require the Operator
of a relevant system to convert any such share into certificated form in order to enable the Company to deal with the share in accordance
with this Article, and after such conversion authorise and instruct some person to execute an instrument of transfer of the share (and
to take such other steps as may be necessary to give effect to the sale or disposal);
to the designated transferee (and
the transfer will be valid even if in respect of any of the shares no certificate accompanies the instrument of transfer). The Company
may receive any consideration given for the share on its disposal and may register the transferee as holder of the share. At any time
before a sale, re-allotment or other disposition, the forfeiture may be cancelled on such terms as the Board thinks fit.
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33. Arrears to be paid notwithstanding forfeiture
33.1 A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares
and, in the case of shares held in certificated form, shall surrender to the Company for cancellation the certificate for the forfeited
shares but in all cases shall remain liable to the Company for all monies which at the date of forfeiture were presently payable by the
person to the Company in respect of those shares with interest thereon from the date of forfeiture until payment at such rate (not exceeding
15 per cent. per annum) as the Board may determine.
33.2 The Board may waive payment wholly or in part and the Board may enforce payment without any allowance
for the value of the shares at the time of forfeiture or for any consideration received on their disposal.
34. Statutory declaration and validity of sale
34.1 A statutory declaration by a Director or the Secretary that a share has been forfeited on a specified
date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share. The declaration
shall (subject to the completion of any formalities necessary to effect a transfer) constitute a good title to the share and the person
to whom the share is disposed of shall be registered as the holder of the share and shall be discharged from all calls made prior to such
disposition and shall not be bound to see to the application of the consideration (if any), nor shall the person’s title to the
share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture, sale, re-allotment or other
disposal of the share.
35. Power to sell shares of untraced shareholders
35.1 Subject to the Regulations, the Company shall be entitled to sell at the best price reasonably obtainable
any shares of a holder or transmittee if in respect of those shares:
35.1.1 no cheque, warrant or other financial instrument or payment sent by the Company in the manner authorised
by these Articles has been cashed for a period of at least 12 years (the “qualifying period”) and in the qualifying
period the Company has paid at least three dividends and no dividend has been claimed;
35.1.2 the Company has at the expiration of the qualifying period given notice of its intention to sell such
shares by two advertisements, one in a national newspaper published in the United Kingdom and the other in a newspaper circulating in
the area in which the last known address of the holder or the address at which service of notices may be effected in the manner authorised
by these Articles is located;
35.1.3 so far as the Board is aware, the Company has not during the qualifying period or the period of three
months after the date of such advertisements (or the later of the two dates if they are published on different dates) and prior to the
exercise of the power of sale received any communication from the holder or transmittee,
and where this power has arisen and at
the time of its exercise that holder or transmittee holds, or is entitled by transmission to hold, any other shares issued in
right of the shares to be sold, this power shall be deemed to have arisen also in relation to those other shares.
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36. Manner of sale and creation of debt in respect of net proceeds
36.1 To give effect to any sale pursuant to the immediately preceding Article, the Board may:
36.1.1 in the case of shares held in certificated form, authorise and instruct some person (which may include
the holder of shares concerned) to execute an instrument of transfer of the shares; and
36.1.2 in the case of shares held in uncertificated form, subject to the system’s rules, require the Operator
of a relevant system to convert any such share into certificated form in order to enable the Company to deal with the share in accordance
with this Article, and after such conversion authorise and instruct some person to execute an instrument of transfer of the share (and
to take such other steps as may be necessary to give effect to the sale or disposal);
and such instrument of transfer and
the taking of such other steps as may be necessary shall be as effective as if they had been executed by the holder or transmittee of
the shares. The transfer will be valid even if in respect of any of the shares no certificate accompanies the instrument of transfer.
The transferee shall not be bound to see to the application of the purchase money and the transferee’s title shall not be affected
by any irregularity in, or invalidity of, the proceedings relating to the sale.
36.2 The net proceeds of sale shall belong to the Company, which shall be indebted to the former holder or
transmittee for an amount equal to such proceeds and shall enter the name of such former member or other person in the books of the Company
as a creditor for such amount. No trust shall be created in respect of the debt, no interest shall be payable in respect of it and the
Company shall not be required to account for any monies earned on the net proceeds, which may be employed in the business of the Company
or otherwise invested as the Board thinks fit.
37. Form and execution of transfer
37.1 Subject to such of the restrictions of these Articles as may be applicable, a member may transfer all
or any of the member’s shares, in the case of shares held in certificated form, by an instrument of transfer in any usual form or
in any other form which the Board may approve or, in the case of shares held in uncertificated form, in accordance with the Regulations
and the system’s rules and otherwise in such manner as the Board in its absolute discretion shall determine. An instrument of transfer
shall be executed by or on behalf of the transferor and (unless the share is fully paid) by or on behalf of the transferee. Subject to
the Statutes, the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register
in respect of it.
37.2 Subject to the Statutes and notwithstanding any other provisions of these Articles, the Board shall have
power to implement any arrangements it may think fit to enable:
37.2.1 title to any securities of the Company to be evidenced and transferred without a written instrument in
accordance with the Regulations and the facilities and requirements of the relevant system concerned; and
37.2.2 rights attaching to such securities to be exercised notwithstanding that such securities are held in uncertificated
form where, in the Board’s opinion, these Articles do not otherwise allow or provide for such exercise.
37.3 For the avoidance of doubt, nothing in these Articles shall require shares to be transferred by a written
instrument if the Statutes and the rules of the Relevant Exchange provide otherwise and the Directors shall be empowered to implement
such arrangements as they consider fit in accordance with and subject to the Statutes and the rules of the Relevant Exchange to regulate
the transfer of title to shares in the Company and for the approval or disapproval, as the case may be, by the Board or the Operator of
any relevant system of the registration of those transfers.
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38. Right to refuse registration of shares
38.1 Subject to the Statutes, the Board may refuse to register the transfer of a certificated share which is
not fully paid or on which the Company has a lien; provided that, where any such shares are admitted to a Relevant Exchange, such discretion
may not be exercised in such a way as to prevent dealings in the shares of that class from taking place on an open and proper basis.
39. Other rights to refuse registration
39.1 Subject to the Statutes, the Board may also refuse to register the transfer of a share:
39.1.1 in the case of shares held in certificated form, if it is not lodged, duly stamped (if necessary), at
the Office or at such other place as the Board may appoint and accompanied by the certificate for the shares to which it relates (where
a certificate has been issued in respect of the shares and these Articles do not provide for such a transfer to be valid without production
of the certificate) or such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;
39.1.2 if it is not in respect of one class of share only;
39.1.3 if it is not in favour of four or fewer transferees;
39.1.4 if it is in favour of a minor, bankrupt or person of mental ill health;
39.1.5 without prejudice to the foregoing, in the case of shares held in uncertificated form, in any other circumstances
permitted by the Regulations or the system’s rules;
39.1.6 where the Board is obliged or entitled to refuse to do so as a result of any failure to comply with a
notice under section 793 of the Companies Act 2006; or
39.1.7 if such transfer may violate any law or regulation applicable to the Company, the shares, the holder,
the member or proposed transferee or breach of any contractual obligation whether or not the Company is a party to or beneficiary of such
contract, including, without limitation, the rules of the Relevant Exchange.
40. Notice of refusal
40.1 If the Board refuses to register a transfer it shall, in the case of shares held in certificated form,
within two months after the date on which the transfer was lodged and, in the case of shares held in uncertificated form, within two months
after the date on which the relevant Operator-instruction was received by or on behalf of the Company, send to the transferee notice of
the refusal together with its reasons for the refusal.
41. No fee for registration
41.1 No fee shall be charged for the registration of any instrument of transfer or document relating to or
affecting the title to any share.
42. Lock-up of shares
42.1 The following terms shall have the meanings set forth below for all purposes of this Article 42.
42.1.1 “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act.
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42.1.2 “Early Release Event” means any of the following: (A) if the Company is merged, consolidated
or reorganised with or into another Person, except for any such merger, consolidation or reorganisation in which the ordinary shares of
the Company outstanding immediately prior to such merger, consolidation or reorganisation continue to represent, or are converted into
or exchanged for shares of capital stock that represent, immediately following such merger, consolidation or reorganisation, a majority,
by voting power, of the capital stock of the surviving or resulting corporation (or of a parent company thereof); (B) the Company sells,
leases, assigns, transfers, licenses or otherwise disposes of, in one or a series of related transactions, all or substantially all of
the assets of the Company and its Subsidiaries, taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or
more Subsidiaries of the Company if substantially all of the assets of the Company and its Subsidiaries, taken as a whole, are held by
such Subsidiaries, except where such sale, lease, assignment, transfer, license or other disposition is to a Subsidiary of the Company;
(C) any transaction or series of transactions, taken together, that constitute a “going private” transaction pursuant to Rule
13e-3 under the Exchange Act or pursuant to which the Company otherwise ceases to be subject to reporting obligations under Sections 13
or 15(d) of the Exchange Act; or (D) if the Company’s ordinary shares shall cease to be listed on a national securities exchange,
in the case of each of clauses (A), (B), (C) and (D), whether by amalgamation, merger, consolidation, arrangement, tender offer, recapitalisation,
purchase, issuance, sale or transfer of Equity Securities or assets or otherwise.
42.1.3 “Equity Awards” means restricted share units, options, warrants or other equity or
equity-based awards or rights with respect to or to purchase ordinary shares granted pursuant to any equity incentive plan, award agreement
or other compensatory arrangement of the Company.
42.1.4 “Excluded Shares” means any PIPE Shares, any Pre-PIPE Shares and any shares acquired
in open market transactions following the Adoption Date.
42.1.5 “Lock-up Period” means the period beginning on the Adoption Date and ending on the
earlier of (i) one hundred and eighty (180) days following the Adoption Date and (ii) with respect to all or any portion of the Lock-up
Shares, such earlier date of release as may be permitted pursuant to Article 42.2.
42.1.6 “Lock-up Permitted Transferee” means any Permitted Transferee that becomes bound by
the restrictions set forth in this Article 42 in accordance with Article 42.3.
42.1.7 “Lock-up Shareholders” means each holder of ordinary shares immediately following the
Adoption Date, other than, solely with respect to any Excluded Shares, any holder of such Excluded Shares.
42.1.8 “Lock-up Shares” means, with respect to any Lock-up Shareholder and its Lock-up Permitted
Transferees, all ordinary shares held by such Lock-up Shareholder immediately following the Adoption Date, in each case excluding any
Excluded Shares.
42.1.9 “Lock-up Trading Measurement Period” means the period beginning on the ninetieth (90th)
day following the Adoption Date and ending on the expiration of the Lock-up Period.
42.1.10 “Permitted Transferee” means, with respect to any Equity Holder, (a) any affiliate
of such Equity Holder, (b) in the case of an individual, any member of such individual’s immediate family or any trust, family limited
partnership or other estate planning vehicle established for the direct or indirect benefit of such individual or any member of such individual’s
immediate family, (c) any partner, member, shareholder or equityholder of such Equity Holder, (d) any nominee, custodian or other Person
holding ordinary shares on behalf of a beneficial owner, so long as there is no change in the beneficial ownership of such ordinary shares,
and (e) any other Person approved by the Board; provided that, in each case, such transferee complies with Article 42.3.
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42.1.11 “PIPE Investment” means any private placement or other subscription investment in ordinary
shares consummated substantially concurrently with the Adoption Date.
42.1.12 “PIPE Shares” means any ordinary shares purchased in the PIPE Investment.
42.1.13 “Pre-PIPE Investment” means the investment in ordinary shares contemplated by those
certain subscription agreements entered into in March and April 2026 by and among the Company and the investors party thereto.
42.1.14 “Pre-PIPE Shares” means any ordinary shares issued or issuable pursuant to the Pre-PIPE
Investment.
42.1.15 “Release Thresholds” means, collectively, the First Lock-Up Release Threshold, Second
Lock-Up Release Threshold and the Third Lock-Up Release Threshold.
42.1.16 “Trading Day” means any day on which the Company’s ordinary shares are actually
traded on a Relevant Exchange or any other exchange on which the Company’s ordinary shares are then listed or quoted.
42.1.17 “Transfer” means, directly or indirectly, to (a) sell, assign, offer to sell, contract
or agree to sell, hypothecate, pledge or otherwise dispose of, or agree to dispose of, any security, or establish or increase a put equivalent
position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to any
security, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any security, or any other derivative transaction with respect to any security, whether any such transaction is to be
settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified
in clause (a) or clause (b).
42.1.18 “VWAP” means, for any Trading Day, the volume-weighted average price of the Company’s
ordinary shares on the principal exchange on which such securities are then listed or quoted, as reported on Bloomberg; provided that,
if such price is not available on Bloomberg, such price shall be determined by reference to market quotations for the Company’s
ordinary shares on such exchange or quotation system.
42.2 Subject to Article 42.3, each Lock-up Shareholder agrees that it shall not Transfer any Lock-up Shares,
or any instruments exercisable or exchangeable for, or convertible into, Lock-up Shares, during the applicable Lock-up Period (the “Lock-up”);
provided that, for the avoidance of doubt, any Excluded Shares shall not constitute Lock-up Shares and shall not be subject to the Lock-up.
42.2.1 Fifty percent (50%) of the Lock-up Shares shall be released for Transfer immediately and shall no longer
be subject to the Transfer restrictions set forth in Article 42.2 if the VWAP of the Company’s ordinary shares is at or above $12.00
for any twenty (20) Trading Days (which need not be consecutive) over any thirty (30) Trading Day period at any time during the Lock-up
Trading Measurement Period (the “First Lock-Up Release Threshold”).
42.2.2 Twenty-five percent (25%) of the Lock-up Shares shall be released for Transfer immediately and shall no
longer be subject to the Transfer restrictions set forth in Article 42.2 if the VWAP of the Company’s ordinary shares is at or above
$15.00 for any twenty (20) Trading Days (which need not be consecutive) over any thirty (30) Trading Day period at any time during the
Lock-up Trading Measurement Period (the “Second Lock-Up Release Threshold”).
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42.2.3 Twenty-five percent (25%) of the Lock-up Shares shall be released for Transfer immediately and shall no
longer be subject to the Transfer restrictions set forth in Article 42.2 if the VWAP of the Company’s ordinary shares is at or above
$18.00 for any twenty (20) Trading Days (which need not be consecutive) over any thirty (30) Trading Day period at any time during the
Lock-up Trading Measurement Period (the “Third Lock-Up Release Threshold”).
42.2.4 If an Early Release Event occurs during the Lock-up Period, then all Lock-up Shares that have not been
released for Transfer shall be released for Transfer immediately and shall no longer be subject to the Transfer restrictions set forth
in this Article 42, effective immediately prior to the consummation of such Early Release Event, and the Lock-up Period shall expire on
the date of such Early Release Event.
42.2.5 For the avoidance of doubt, the time period in respect of which any Release Threshold is calculated may
run concurrently with, and/or may overlap with, the time period in respect of which any other Release Threshold is calculated, and multiple
tranches of Lock-up Shares may therefore be released concurrently with respect to the same period or any overlapping portion thereof.
42.3 Notwithstanding Article 42.2, each Lock-up Shareholder and each of its Lock-up Permitted Transferees (each,
an “Equity Holder” and, collectively, the “Equity Holders”) may Transfer Lock-up Shares during the
applicable Lock-up Period in the following circumstances:
42.3.1 to any Permitted Transferee; provided that, prior to and as a condition to the effectiveness of any such
Transfer, such Permitted Transferee shall execute and deliver to the Company a written agreement to be bound by the restrictions set forth
in this Article 42, whereupon such transferee shall be deemed a “Lock-up Permitted Transferee” for all purposes of this Article
42;
42.3.2 as one or more bona fide gifts or charitable contributions, or for bona fide estate planning purposes;
provided that such Transfer shall not involve a disposition for value and, prior to and as a condition to the effectiveness of any such
Transfer, the donee or transferee shall execute and deliver to the Company a written agreement to be bound by the restrictions set forth
in this Article 42;
42.3.3 upon death by will, testamentary document or intestate succession; provided that, prior to and as a condition
to the effectiveness of any Transfer of Lock-up Shares by the applicable recipient, such recipient shall execute and deliver to the Company
a written agreement to be bound by the restrictions set forth in this Article 42;
42.3.4 by operation of law, including pursuant to a court or regulatory agency order, qualified domestic order,
divorce settlement, divorce decree or separation agreement;
42.3.5 to the Company in connection with the vesting, settlement or exercise of any Equity Awards, including
for the payment of any exercise price or tax, remittance or other obligations due as a result of such vesting, settlement or exercise,
whether by way of “net” or “cashless” exercise, “net settlement” or otherwise; provided that any ordinary
shares received upon such vesting, settlement or exercise and not used for the payment of any such exercise price or tax, remittance or
other obligations shall remain subject to the restrictions set forth in this Article 42;
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42.3.6 in open market transactions during the Lock-up Period to generate net
proceeds, after deducting commissions, in an aggregate amount not to exceed the amount necessary to satisfy (i) any exercise price payable
in connection with the exercise during the Lock-up Period of Equity Awards held by such Equity Holder and (ii) any taxes or estimated
taxes, including withholding taxes, that become due as a result of the vesting, settlement or exercise during the Lock-up Period of Equity
Awards held by such Equity Holder; provided that any ordinary shares retained by such Equity Holder after giving effect to any such sale
shall remain subject to the restrictions set forth in this Article 42;
42.3.7 pursuant to a bona fide third-party tender offer, merger, consolidation, arrangement, amalgamation or
other similar transaction that is approved by the Board and made to all holders of ordinary shares and that, if consummated, would result
in an Early Release Event; provided that, if such transaction is not consummated, the Lock-up Shares shall remain subject to the restrictions
set forth in this Article 42;
42.3.8 in connection with the establishment of a written trading plan meeting the requirements of Rule 10b5-1
under the Exchange Act; provided that no Lock-up Shares may be sold, transferred or otherwise disposed of under such plan during the Lock-up
Period; and
42.3.9 with the prior written consent of the Board.
42.4 In the case of any Transfer or other transaction pursuant to Articles 42.3.2 to 42.3.6 or 42.3.8, no public
filing, report or announcement shall be voluntarily made by or on behalf of the applicable Equity Holder during the Lock-up Period, and
if any such filing, report or announcement is legally required during the Lock-up Period, such filing, report or announcement shall clearly
indicate the circumstances of such Transfer or other transaction and, where applicable, that the relevant Lock-up Shares remain subject
to the restrictions set forth in this Article 42.
43. Retention of documents
43.1 Any instrument of transfer which is registered may be retained by the Company, but any instrument of transfer
which the Board refuses to register shall be returned to the person lodging it when notice of the refusal is given.
44. Other Registers
44.1 Subject to the Statutes, the Company may keep an overseas, local or other register in any place, and the
Board may make and vary such regulations as it may think fit concerning the keeping of that register.
45. Transmission
45.1 Where transmission occurs in relation to a share in consequence of the death or bankruptcy of a member
or of any other event giving rise to its transmission by operation of law, the survivor or survivors (in the case of death) where the
member was a joint holder, and the transmittee where the member was a sole holder or the only survivor of joint holders, shall be the
only person recognised by the Company as having any title to the relevant shares; but nothing contained in this Article shall release
the estate of a deceased member from any liability in respect of any share solely or jointly held by the deceased member.
46. Election by transmittee
46.1 A transmittee may, upon such evidence being produced as the Board may require and subject (where relevant)
to the system’s rules, elect either to become the holder of the share or to have some person nominated by the transmittee registered
as the transferee. If electing to become the holder, the transmittee shall give notice to the Company to that effect. If electing to have
another person registered, the transmittee shall, subject (where relevant) to the system’s rules, effect or procure a transfer of
the share in favour of that person. Subject to the Statutes, all the provisions of these Articles relating to the transfer of shares shall
apply to the notice or instrument of transfer as if the death or bankruptcy of the member or other event giving rise to the transmission
had not occurred and the notice or instrument of transfer was an instrument of transfer executed by the member.
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47. Rights in respect of the share
47.1 A transmittee shall have all the same rights as a holder of the share concerned, except that the transmittee
shall not be entitled in respect of the share to attend or vote at any general meeting of the Company or at any separate meeting of the
holders of any class of shares in the Company until the transmittee is registered as the holder of the share. The Board may at any time
give notice to the transmittee requiring the transmittee to elect either to become the holder of the share or to transfer the share and,
if the notice is not complied with within 60 clear days from the date of the notice, the Board may withhold payment of all dividends and
other monies payable in respect of the share until the transmittee complies with the notice.
48. Alteration of capital
48.1 Where the Company sub-divides its shares, or any of them, into shares of a smaller amount, the resolution
may determine that, as between the shares resulting from the sub-division, any of them may have a preference or advantage, or may have
such qualified or deferred rights or be subject to restrictions, as compared with others.
48.2 Whenever as a result of a consolidation, division or sub-division of shares any member would become entitled
to fractions of a share, the Board may deal with the fractions as it thinks fit and, in particular, may:
48.2.1 sell the shares representing the fractions to any person (including, subject to the Statutes, the Company)
and may distribute the net proceeds of sale in due proportion among those members except for amounts of £5.00 (or its equivalent
in US dollars at the relevant time) or less, which shall be retained for the benefit of the Company. To give effect to any such sale,
the Board may authorise and instruct a person to take such steps as may be necessary (subject, in the case of shares held in uncertificated
form, to the system’s rules) to transfer or deliver the shares to, or in accordance with the directions of, the purchaser. Subject
to the Statutes, where a shareholder holds shares in both certificated and uncertificated form, the Board may for these purposes treat
them as separate holdings, and may at its discretion arrange for any shares representing fractions to be entered in the Register as held
in certificated or uncertificated form in order to facilitate their sale under this Article. The transferee shall not be bound to see
to the application of the purchase money and the transferee’s title shall not be affected by any irregularity in, or invalidity
of, the proceedings relating to the sale;
48.2.2 subject to the Statutes, issue to a member credited as fully paid up by way of capitalisation the minimum
number of shares required to round up their holding of shares to a number that, following consolidation and division or sub-division,
leaves a whole number of shares (such issue being deemed to have been effected immediately before consolidation or sub-division, as the
case may be). The amount required to pay up those shares may, as the Board thinks fit, be capitalised by resolution of the Board out of
amounts standing to the credit of reserves (including share premium account, capital redemption reserve, redenomination reserve and profit
and loss account), whether or not available for distribution, and applied in paying up in full the appropriate number of shares at par,
and the Board may exercise all the powers conferred on it by Article 135 without an ordinary resolution; or
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48.2.3 consolidate and if required subdivide any such fractions into such number of shares of such class as the
Board may determine without the requirement for a resolution of the Company (including into a class of deferred non voting shares with
no rights to dividends and rights to capital only after the holders of any other class of share have received back such amounts as the
Board determines on a return of capital) and which may be purchased by the Company for the aggregate nominal value of such shares which
amount shall be held on trust for the shareholders that would otherwise be entitled to receive payment. No share certificate shall be
issued in respect of any such class of shares.
49. Purchase of own shares
49.1 Subject to the Statutes and to any rights conferred on the holders of any class of shares, the Company
may purchase its shares (including any redeemable shares).
49.2 On a purchase by the Company of its own shares, neither the Company nor the Board shall be required to
select the shares to be purchased rateably or in any particular manner as between the holders of shares of the same class or as between
them and the holders of shares of any other class or in accordance with the rights as to dividends or capital attached to any class of
shares.
50. Convening general meetings
50.1 The Board may convene a general meeting whenever it thinks fit and shall do so on requisition in accordance
with the Statutes. A general meeting may be convened and held in any manner permitted by these Articles.
50.2 The Board can make whatever arrangements it thinks fit to allow those entitled to do so to attend and
participate in any general meeting, including by means of an electronic facility, and any reference in these Articles to a member’s
or proxy’s attendance in person shall be construed accordingly notwithstanding that they might not be in a place where others are
physically attending.
50.3 Where attendance by electronic facility is enabled, the requirement to put any document on display or
make it available for inspection will be satisfied if the document is made available for the required period in electronic form to those
persons entitled to inspect it.
50.4 Unless the notice of meeting provides, or the chair of the meeting decides, otherwise, a general meeting
will be treated as taking place where the chair of the meeting is at the time of the meeting.
51. Length of notice period
51.1 An annual general meeting shall be convened by at least 21 clear days’ notice. Subject to the Statutes,
all other general meetings shall be convened by at least 14 clear days’ notice. Subject to these Articles and to any restrictions
imposed on any shares, the notice shall be given to all the members, to all transmittees and to the Directors and Auditors.
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52. General meeting record date
52.1 Notwithstanding any other provision of these Articles, and subject to the Statutes, the Board may, for
the purpose of determining which persons are entitled to attend and vote at a general meeting of the Company, or a separate general meeting
of the holders of any class of shares, and how many votes such persons may cast, specify in the notice of meeting a time by which a person
must be entered on the Register in order to have the right to attend or vote at the meeting provided that such time shall not be more
than forty (40) days nor less than ten (10) days before the date of such meeting, and changes to the Register after the time specified
by virtue of this Article 52 shall be disregarded in determining the rights of any person to attend or vote at the meeting.
53. Omission or non-receipt of notice
53.1 No proceedings at any meeting shall be invalidated by any accidental omission to give notice of the meeting,
or to send an instrument of proxy, to any person entitled to receive it or, in the case of notice in electronic form or made available
by means of a website, to invite any such person to appoint a proxy, or by reason of any such person not receiving any such notice, instrument
or invitation.
54. Change of arrangements for general meetings
54.1 If for any reason the Board considers it impractical or undesirable to hold a meeting on the day, at the
time or in any place specified for the holding of the meeting, or if the Board decides to change the arrangements for holding the meetings,
whether by introducing, varying or cancelling the use of an electronic facility or in any other respect, it can change such date, time,
place and arrangements (or whichever it requires), and may do so more than once in relation to the same meeting. There shall be no business
of the meeting other than business that would have been transacted had no change been made. References in these Articles to the time of
the holding of general meetings shall in the case of a postponed meeting be construed accordingly and any appointment of proxy may be
validly received at such later time as is consistent with the altered time. The Board will, insofar as it is practicable, take reasonable
steps to ensure that the change is announced on the Company’s website or by a relevant regulatory news service, but it shall not
be necessary to restate the business of the meeting in the announcement.
55. Quorum
55.1 No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds
to business, but the absence of a quorum shall not preclude the choice or appointment of a chair of the meeting. Except as otherwise provided
by these Articles, two members present in person or by proxy and entitled to vote shall be a quorum for all purposes.
56. Procedure if quorum not present
56.1 If within five minutes (or such longer time not exceeding one hour as the chair of the meeting may decide
to wait) after the time appointed for the commencement of the meeting a quorum is not present, the meeting shall (if requisitioned in
accordance with the Statutes) be dissolved or (in any other case) stand adjourned to such other day (not being less than ten clear days
nor more than 28 days later) and time as may be decided by the chair of the meeting, who shall also decide as to any place or places for
the meeting and the means of attending and participating at the adjourned meeting. One member present in person or by proxy (whatever
the number of shares held by the member) and entitled to vote shall be a quorum at the adjourned meeting.
56.2 The Company shall give not less than seven clear days’ notice of any meeting adjourned through want
of a quorum and the notice shall specify that one member present in person or by proxy (whatever the number of shares held by the member)
and entitled to vote shall be a quorum.
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57. Chair of general meeting
57.1 The chair (if any) of the Board or, in the chair’s absence, the deputy chair (if any) shall preside
as chair at every general meeting. If there is no such chair or deputy chair, or if at any meeting neither the chair nor a deputy chair
is present within five minutes after the time appointed for the commencement of the meeting, or if neither of them is willing to act as
chair, the Directors present shall choose one of their number to act, or if one Director only is present that Director shall preside as
chair, if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, the persons present
and entitled to vote shall elect one of their number to be chair.
57.2 The chair of the meeting may invite any person to attend and speak (including by means of an electronic
facility) at any general meeting of the Company whom the chair considers to be equipped by knowledge or experience of the Company’s
business to assist in the deliberations of the meeting.
57.3 The decision of the chair of the meeting as to points of order, matters of procedure or arising incidentally
out of the business of a general meeting shall be conclusive, as shall be the chair’s decision, acting in good faith, on whether
a point or matter is of this nature.
58. Attendance and speaking at general meetings
58.1 The Directors may make whatever arrangements they consider appropriate to enable those attending a general
meeting to exercise their rights to speak or vote at it, including arrangements involving the use of an electronic facility for those
who are not in a place where others are physically attending.
58.2 A person is able to exercise the right to speak at a general meeting when that person is in a position
during the meeting, including by means of an electronic facility, to communicate simultaneously to all those attending the meeting any
information or opinions which that person has on the business of the meeting.
58.3 A person is able to exercise the right to vote at a general meeting when:
58.3.1 that person is able, including by means of an electronic facility, to vote during the meeting on resolutions
put to the vote at the meeting or, in the case of a poll, within the time specified for the taking of the poll; and
58.3.2 that person’s vote can be taken into account in determining whether or not such resolutions are
passed at the same time as the votes of all the other persons attending the meeting.
58.4 All persons seeking to attend and participate in a general meeting by means of an electronic facility
are responsible for maintaining adequate facilities to enable them to do so. Subject to the right of the chair to adjourn a general meeting
under these Articles, the inability of a person at any time to attend or participate in the whole or any part of a general meeting by
means of an electronic facility shall not invalidate the proceedings of that meeting.
58.5 Each Director shall be entitled to attend and to speak at any general meeting of the Company and at any
separate general meeting of the holders of any class of shares or debentures in the Company.
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59. Satellite meeting places
59.1 If the Board so decides, a general meeting or adjourned meeting may be held at a certain place (the “Principal
Place”), such as the place at which the chair of the meeting will be present, but with one or more other places made available
as satellite meeting places. Members entitled to attend and participate in the meeting who attend any such satellite meeting place in
person or by proxy may be counted in the quorum and participate in the general meeting or adjourned meeting as if they were at the Principal
Place; and for the purposes of these Articles the meeting shall consist of all those persons entitled to attend and participate in the
meeting who attend (including by means of an electronic facility), whether at the Principal Place or any satellite meeting place.
59.2 If not stated in the notice of meeting, the location of any satellite meeting place may be given in a
letter accompanying the notice of meeting, but any failure to do this will not invalidate the notice of meeting.
59.3 The meeting will be duly constituted and its proceedings valid if the chair of the meeting is satisfied
that facilities are available throughout the meeting to enable all members or proxies attending the meeting by whatever means and at all
the meeting places to:
59.3.1 participate in the business for which the meeting has been called;
59.3.2 hear all the people who speak at the meeting and at any satellite meeting place; and
59.3.3 be heard by all other people attending and participating in the meeting.
59.4 The Board may make such arrangements as it thinks fit for simultaneous attendance and participation at
the meeting, including the use of over-flow rooms, and may vary any such arrangements or make new arrangements. Arrangements may be notified
in advance or at the meeting by whatever means the Board thinks appropriate to the circumstances. Each person entitled to attend the meeting
will be bound by the arrangements made by the Board.
60. Security arrangements
60.1 The Board may direct that persons entitled to attend any general meeting should submit to such procedures,
including searches, identification vetting, health and safety checks, questions or other security arrangements or restrictions, both before
and during the meeting, as the Board shall, in compliance with the Statutes, consider appropriate in the circumstances and the Board may
in its absolute discretion refuse entry or access by electronic facility to the meeting to any person who fails to comply with any such
procedure. If any person has gained entry or access to a general meeting and refuses to comply with any such procedure or disrupts the
proper and orderly conduct of the meeting, the chair of the meeting may at any time without the consent of the meeting require the person
to leave or to be removed from the meeting or may, if the person is participating by electronic facility, disconnect the person from the
meeting.
61. Adjournments
61.1 The chair of the meeting may at any time without the consent of the meeting adjourn any meeting (whether
or not it has commenced or a quorum is present) either indefinitely or to such time as the chair may decide if it appears to the chair
that:
61.1.1 any place appointed for the meeting cannot conveniently accommodate the persons entitled to attend;
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61.1.2 the conduct of persons present prevents, or is likely to prevent, the orderly continuation of business
or the security arrangements for holding the meeting are otherwise compromised or likely to be inadequate;
61.1.3 the outage, inadequacy or unreliability of any electronic facility used for the purposes of the meeting
is such that the meeting cannot properly proceed; or
61.1.4 an adjournment is otherwise necessary so that the business of the meeting may be properly conducted
and, if the chair fixes a time for
the adjourned meeting the chair shall also decide as to any place or places for the adjourned meeting and the means of attending and participating
at the adjourned meeting.
61.2 In addition, the chair of the meeting may at any time with the consent of any meeting at which a quorum
is present (and shall if so directed by the meeting) adjourn the meeting either indefinitely or to such time as the chair may decide.
When the chair fixes a time for the adjourned meeting the chair shall also decide as to any place or places for the adjourned meeting
and the means of attending and participating at the adjourned meeting, but if the meeting is adjourned indefinitely such matters shall
be fixed by the Board.
61.3 No business shall be transacted at any adjourned meeting except business which might properly have been
transacted at the meeting had the adjournment not taken place. Except as expressly provided otherwise, the provisions of these Articles
relating to general meetings shall apply equally to any adjourned meeting.
62. Notice of adjourned meeting
62.1 If a meeting is adjourned indefinitely or for 30 days or more or for lack of a quorum, at least seven
clear days’ notice specifying the place, the day and the time of the adjourned meeting shall be given, but it shall not be necessary
to specify in the notice the nature of the business to be transacted at the adjourned meeting. Otherwise, it shall not be necessary to
give notice of an adjourned meeting.
63. Method of voting
63.1 For so long as any shares are held in a settlement system operated by DTC, any resolution put to the vote
of a general meeting must be decided on a poll (and for so long as any shares are held in a settlement system operated by DTC this provision
may not be amended without the unanimous consent of all the members). If no shares are held in a settlement system operated by DTC, at
any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before or on the declaration
of the result of the show of hands a poll is duly demanded. Subject to the Statutes, a poll may be demanded by:
63.1.1 the chair of the meeting;
63.1.2 at least five members or proxies entitled to vote on the resolution;
63.1.3 any member or proxy alone or together with one or more others representing in aggregate at least one-tenth
of the total voting rights of all the members having the right to attend and vote on the resolution (excluding any voting rights attached
to any shares held as treasury shares); or
63.1.4 any member or proxy alone or together with one or more others holding or having been appointed in respect
of shares conferring a right to vote on the resolution, being shares on which an aggregate sum has been paid up equal to not less than
one-tenth of the total sum paid up on all the shares conferring that right (excluding any voting rights attached to any shares held as
treasury shares).
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63.2 Unless a poll is so required or demanded and the demand is
not withdrawn, a declaration by the chair of the meeting that a resolution has been carried or carried unanimously or by a particular
majority or not carried by a particular majority or lost and an entry to that effect in the minutes of the meeting shall be conclusive
evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
63.3 Where members are present in person or by proxy by means of an electronic facility, all resolutions shall
be decided on a poll and without first being put to a show of hands. A poll shall be deemed to have been duly demanded automatically at
the time fixed for the meeting and those attending by electronic facility shall cast their votes by such electronic means as the Board
shall have approved.
64. Votes of members
64.1 Subject to the Statutes, to any rights or restrictions attached to any shares and to any other provisions
of these Articles, on a show of hands every member who is present in person shall have one vote and on a poll every member shall have
one vote for every share of which the member is the holder.
64.2 If the notice of the meeting has specified a time (which is not more than 48 hours, taking no account
of any part of a day that is not a working day, before the time fixed for the meeting) by which a person must be entered on the Register
in order to have the right to attend and vote at the meeting, no person registered after that time shall be eligible to attend and vote
at the meeting in person or by proxy by right of that registration, even if present at the meeting. References in these Articles to members
present in person or by proxy shall be construed accordingly.
65. Votes of joint holders
65.1 In the case of joint holders of a share who are entitled to vote the vote of the senior who tenders a
vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and seniority shall be
determined by the order in which the names of the holders stand in the Register.
66. Votes of member suffering incapacity
66.1 A member in respect of whom an order has been made by any competent court or official on the ground that
the member is or may be suffering from mental disorder or is otherwise incapable of managing the member’s own affairs may vote,
whether on a show of hands or on a poll, by any person authorised in such circumstances to do so on the member’s behalf and that
person may vote on a poll by proxy. The vote of such member shall not be valid unless evidence to the satisfaction of the Board of the
authority of the person claiming to exercise the right to vote is deposited at the Office, or at such other place as is specified in accordance
with these Articles for the deposit of appointments of proxy in hard copy form, not later than the last time at which an appointment of
proxy should have been delivered in order to be valid for use at that meeting or on the holding of that poll.
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67. No right to vote where sums overdue on shares
No member shall, unless the Board
otherwise decides, vote at any general meeting or at any separate meeting of holders of any class of shares in the Company, either in
person or by proxy, or exercise any other right or privilege as a member in respect of any share in the Company held by the member unless
all monies presently payable by the member in respect of that share have been paid.
68. Votes on a poll
68.1 On a poll, a member entitled to more than one vote on a poll need not, if the member votes, use all the
member’s votes, or cast all the votes the member uses, in the same way.
69. Right to withdraw demand for a poll
69.1 Except in the case of a poll that, in accordance with these Articles, has been deemed to have been demanded,
the demand for a poll may, before the earlier of the close of the meeting and the taking of the poll, be withdrawn but only with the consent
of the chair of the meeting and, if a demand is withdrawn, any other persons entitled to demand a poll may do so. If a demand is withdrawn,
it shall not be taken to have invalidated any result of a show of hands declared before the demand was made. If a poll is demanded before
the declaration of the result of a show of hands and the demand is duly withdrawn, the chair of the meeting may give whatever directions
the chair considers necessary to ensure that the business of the meeting proceeds as it would have if the demand had not been made.
70. Procedure if poll demanded
70.1 A duly demanded poll shall be taken in such manner as the chair of the meeting directs and the chair may
appoint scrutineers (who need not be persons entitled to vote) and fix a time and place for declaring the result of the poll. The result
of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
71. When poll to be taken
71.1 A poll duly demanded on the election of a chair of the meeting or on a question of adjournment shall be
taken forthwith. A poll duly demanded on any other question shall be taken either forthwith or on such date (being not more than 30 days
after the poll is demanded) as may be fixed by the chair of the meeting, who shall also give directions as to any place or places for
taking the poll and the manner or means (including by electronic facility) by which it will be taken. No notice need be given of a poll
not taken immediately if the time at which it is to be taken, and any place or places for taking the poll and the manner or means by which
it will be taken are announced at the meeting at which it is demanded. In any other case, at least seven clear days’ notice shall
be given specifying the time and any place or places for taking the poll and the manner or means by which it will be taken. The result
of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
72. Continuance of other business after poll demanded
72.1 The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business
other than the question on which the poll was demanded.
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73. Proposal or amendment of resolution
73.1 A resolution proposed by the chair of the meeting does not need to be seconded.
73.2 A resolution duly proposed as a special resolution may be amended by ordinary resolution if the chair
of the meeting or adjourned meeting at which the resolution is to be proposed proposes that the resolution be amended and the amendment
does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
73.3 A resolution duly proposed as an ordinary resolution may be amended by ordinary resolution if, at least
48 hours prior to the time appointed for holding the meeting, or adjourned meeting, at which the ordinary resolution is to be proposed,
a person entitled to vote at that meeting or adjourned meeting gives notice of the terms of the amendment and of the intention to move
the amendment by lodging such notice in writing in hard copy form at the Office, or if it is received from such person in electronic form
at the electronic address at which the Company has, or is deemed to have, agreed to receive it, and the proposed amendment does not, in
the reasonable opinion of the chair of the meeting or adjourned meeting, materially alter the scope of the resolution.
74. Amendment of resolution ruled out of order
74.1 If an amendment is proposed to any resolution under consideration which the chair of the meeting rules
out of order, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.
75. Objections or errors in voting
75.1 If:
75.1.1 any objection shall be raised to the qualification of any voter;
75.1.2 any votes have been counted which ought not to have been counted or which might have been rejected; or
75.1.3 any votes are not counted which ought to have been counted the objection or error shall not vitiate
the decision of the meeting or adjourned meeting on any resolution unless it is raised or pointed out at the meeting or, as the case may
be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall
be referred to the chair of the meeting and shall only vitiate the decision of the meeting on any resolution if the chair of the meeting
decides that the matter objected to or the error may have affected the decision of the meeting. The decision of the chair of the meeting
on such matters shall be conclusive.
76. Proxies sent or supplied in electronic form
76.1 The Board may (and shall for so long as any shares are held in a settlement system operated by DTC or
if and to the extent that the Company is required to do so by the Statutes) allow an appointment of proxy to be sent or supplied in electronic
form (including with respect to any shares held in a settlement system operated by DTC or in the name of a Depositary, by way of a voter
instruction form) subject to any conditions or limitations as the directors may specify. Where the Company has given an electronic address
in any instrument of proxy or invitation to appoint a proxy, any document or information relating to proxies for the meeting (including
any document necessary to show the validity of, or otherwise relating to, an appointment of proxy, or notice of the termination of the
authority of a proxy) may be sent by electronic means to that address, subject to any conditions or limitations specified in the relevant
notice of meeting.
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77. Execution of an appointment of proxy
77.1 If the appointment of a proxy is:
77.1.1 in hard copy form, it shall be executed under the hand of the appointor or of the appointor’s attorney
authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other
person authorised to sign it;
77.1.2 in electronic form, it shall be executed by or on behalf of the appointor or otherwise authenticated by
the appointor in a manner satisfactory to the Board.
77.2 Subject as provided in this Article, in the case of an appointment of proxy purporting to be executed
on behalf of a corporation by an officer of that corporation it shall be assumed, unless the contrary is shown, that such officer was
duly authorised to do so on behalf of that corporation without further evidence of that authorisation.
77.3 A proxy need not be a member of the Company.
78. Times for deposit of an appointment of proxy
78.1 The appointment of a proxy shall:
78.1.1 if in hard copy form, be deposited at the Office (or at such other address or place as is specified for
the purpose in the notice convening the meeting or in the instrument) not less than 48 hours, taking no account of any part of a day that
is not a working day, before the time of the holding of the meeting or adjourned meeting at which the person named in the appointment
proposes to vote, or by such later time as the Board decides; or
78.1.2 if in electronic form, where an address has been specified for the purpose of receiving documents or information
by electronic means:
78.1.2.1 in the notice convening the meeting, or
78.1.2.2 in any instrument of proxy sent out by the Company in relation to the meeting, or
78.1.2.3 in any invitation to appoint a proxy by electronic means issued by the Company in relation to the meeting,
be received at such address not less
than 48 hours, taking no account of any part of a day that is not a working day, before the time for holding the meeting or adjourned
meeting at which the person named in the appointment proposes to vote, or by such later time as the Board decides;
78.1.3 in the case of a poll taken more than 48 hours after it is demanded, be deposited or received in that
manner after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll, or by such later
time as the Board decides; or
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78.1.4 where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered
at the meeting at which the poll was demanded to the chair of the meeting or to any Director, provided in each case that the power
of attorney or other authority (if any) under which it is signed, or a copy of such authority certified notarially or in some other way
approved by the Board, has been received in hard copy form (or, to the extent the Directors think fit, in electronic form) at the Office,
or at such other address or place as is specified for the purpose in the notice convening the meeting or in the instrument, no later than
the latest time for receipt of the appointment of proxy. An appointment of proxy that is not deposited, delivered or received in a manner
so permitted shall be invalid.
78.2 Except as provided otherwise in any terms and conditions issued, endorsed or adopted by the Board to facilitate
the appointment by members of more than one proxy to exercise all or any of the member’s rights at a meeting, when two or more valid
but differing appointments of proxy are deposited, delivered or received in respect of the same share for use at the same meeting, the
one which is last deposited, delivered or received (regardless of its date or of the date of execution) shall be treated as replacing
the others as regards that share; if the Company is unable to determine which was last deposited, delivered or received, none of them
shall be treated as valid in respect of that share. The deposit, delivery or receipt of an appointment of a proxy shall not preclude a
member from attending and voting in person at the meeting or poll concerned.
79. Form of appointment of proxy
79.1 The appointment of a proxy shall be in any usual form or any other form that the Board may approve and
may relate to more than one meeting (including, with respect to any shares held through a Depositary, an omnibus proxy which enables such
Depositary to exercise rights in a number of different ways for the shares that it holds). The Board may, if it thinks fit but subject
to the Statutes, include with the notice of any meeting forms of appointment of proxy for use at the meeting.
79.2 Appointments of proxies may specify how the proxy appointed under them is to vote (or that the proxy is
to abstain from voting) on one or more resolutions, but the Company shall not be obliged to ascertain that any proxy has complied with
those or any other instructions given by the appointor and no decision on any resolution shall be vitiated by reason only that any proxy
has not done so.
79.3 A member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed
to exercise the rights attached to a different share or shares held by the member. The appointment of a proxy shall be deemed to include
all the relevant member’s rights to attend and speak at the meeting and vote in respect of the share or shares concerned (but so
that each proxy appointed by that member may vote on a show of hands notwithstanding that the member would only have had one vote if voting
in person, and may demand or join in demanding a poll as if the proxy held the share or shares concerned) and, except to the extent that
the appointment comprises instructions to vote in a particular way, to permit the proxy to vote or abstain as the proxy thinks fit on
any business properly dealt with at the meeting, including a vote on any amendment of a resolution put to the meeting or on any motion
to adjourn.
79.4 On a vote on a resolution on a show of hands at a meeting, every proxy present who has been duly appointed
by one or more members entitled to vote on the resolution has one vote, except that if the proxy has been duly appointed by more than
one member entitled to vote on the resolution and:
79.4.1 has been instructed by one or more of those members to vote for the resolution and by one or more other
of those members to vote against it, or
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79.4.2 has been instructed to vote the same way (either for or against) on the resolution by all of those members
except those who have given the proxy discretion as to how to vote on the resolution
the proxy is entitled to one vote
for and one vote against the resolution.
79.5 The appointment shall, unless the contrary is stated in it, be as valid for any adjournment of the meeting
as for the meeting to which it relates (regardless of any change of date, time or place effected in accordance with these Articles).
80. Validity of proxy
80.1 Subject to the Statutes, a vote given or poll demanded by proxy shall be valid, notwithstanding the previous
determination of the proxy’s authority unless notice of such determination was received by the Company at the Office (or at such
other place at which the appointment of proxy was duly deposited or, where the appointment of the proxy was in electronic form, at the
address at which such appointment was duly received) not later than the last time at which an appointment of proxy should have been deposited,
delivered or received in order to be valid for use at the meeting or on the holding of the poll at which the vote was given or the poll
demanded.
81. Maximum validity of proxy
81.1 A valid appointment of proxy shall cease to be valid after the expiration of 12 months from the date of
its execution except that it will remain valid after that for the purposes of a poll or an adjourned meeting if the meeting at which the
poll was demanded or the adjournment moved was held within the 12-month period.
82. Class meetings
82.1 A separate meeting for the holders of a class of shares, whether or not called in connection with a variation
or abrogation of class rights, shall be convened and conducted as nearly as possible in the same way as a general meeting, except that
the necessary quorum (other than at an adjourned meeting) is two persons, present in person or by proxy, holding or representing by proxy
at least one-third in nominal value of the capital paid up on the shares of the class (excluding any shares held as treasury shares) and,
at an adjourned meeting, one person holding shares of that class present in person or by proxy, and any holder of shares of that class,
present in person or by proxy and entitled to vote at the meeting, may demand a poll and shall be entitled on a poll to one vote for every
share of that class of which they are the holder. No member, other than a Director, is entitled to notice of a separate class meeting
or to attend unless they are a holder of shares of that class and no vote may be given except in respect of a share of that class.
83. Number of Directors
83.1 Unless otherwise determined by ordinary resolution of the Company, the number of Directors (disregarding
alternate directors) shall not be less than two but shall not be subject to any maximum number.
84. No shareholding qualification for Directors
84.1 No shareholding qualification for Directors shall be required.
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85. Fees
85.1 Each of the Directors (but not including, unless the Board determines otherwise, any Director who for
the time being holds an executive office or employment with the Company or a subsidiary of the Company) shall be paid a fee for the Director’s
services at such rate as may from time to time be determined by the Board or by a committee authorised by the Board; provided that the
agreement or payment of any such fee would not result in non-compliance with any listing requirements of the Relevant Exchange.
86. Expenses
86.1 The Directors may be paid all travelling, hotel and other expenses properly incurred by them in the conduct
of the Company’s business performing their duties as Directors including all such expenses incurred in connection with attending
and returning from meetings of the Board or any committee of the Board or general meetings or separate meetings of the holders of any
class of shares or debentures of the Company or otherwise in connection with the business of the Company.
87. Remuneration
87.1 Any Director who is appointed to any executive office may be paid such remuneration (whether by way of
salary, commission, participation in profits or otherwise) in such manner as the Board or any committee authorised by the Board may decide,
provided that the agreement or payment of any such fee would not result in non-compliance with any listing requirements of the Relevant
Exchange.
87.2 Any Director who serves on any committee or who devotes special attention to the business of the Company
or goes or resides abroad for any purposes of the Company shall receive such remuneration by way of salary, commission, participation
in profits or otherwise as the Board or any committee authorised by the Board may determine in addition to or in lieu of any remuneration
paid to, or provided for, such Director by or pursuant to any other provision of these Articles; provided the payment of any such extra
remuneration would not result in non-compliance with any listing requirements of the Relevant Exchange.
88. Appointment, removal and resignation of alternates
88.1 Any Director (other than an alternate Director) may appoint any other Director, or any other person permitted
by law to act as a Director, to be the Director’s alternate and may revoke any such appointment, in either case by notice in
writing delivered to the Secretary at the Office or delivered in any other manner (including by electronic means) approved by the
Board. If the alternate is not already a Director, the appointment, unless previously approved by the Board, shall have effect only upon
and subject to its being so approved. Any appointment of an alternate will only have effect once the person who is to be appointed has
consented to act.
88.2 If the appointor so requests, an alternate shall (subject to giving to the Company an address for service
within the United Kingdom) be entitled to receive notice of all meetings of the Board or of committees of the Board of which the appointor
is a member, to attend and vote and be counted in the quorum as a Director at any such meeting at which the appointor is not personally
present, and generally, in the absence of the appointor, at the meeting to exercise and discharge all the functions, powers and duties
of the appointor as a Director and for the purposes of the proceedings at the meeting, these Articles shall apply as if the alternate
were a Director. A Director present at a meeting of the Board or committee of the Board and appointed alternate for another Director shall
have an additional vote for each appointor of the alternate who is absent from such meeting (but shall count as one only for the purpose
of determining whether a quorum is present).
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88.3 Execution by an alternate of any document (including any deed) on behalf of the Company or any resolution
in writing of the Board or a committee of the Board shall, unless the notice of appointment of the alternate provides to the contrary,
be as effective as execution by the appointor.
88.4 An alternate shall cease to be an alternate if the alternate resigns or if for any reason the alternate’s
appointment is revoked or if the alternate’s appointor ceases to be a Director; but if a Director retires by rotation or otherwise
but is reappointed or deemed to have been reappointed at the meeting at which the Director retires, any appointment of an alternate made
by the Director which was in force immediately prior to the Director’s retirement shall continue as if the Director had not retired.
The appointment of an alternate shall be revoked on the happening of any event that, if the alternate were a Director, would cause vacation
of such office under these Articles.
89. Alternate to be responsible for own acts and payment of alternate
89.1 An alternate shall be deemed an officer of the Company and shall be subject to these Articles relating
to Directors (except as regards power to appoint an alternate and remuneration) and an alternate shall not be deemed the agent of the
alternate’s appointor and shall alone be responsible to the Company for the alternate’s own acts and defaults. An alternate
may be interested in and benefit from contracts, arrangements, transactions and other matters or situations and be paid expenses and indemnified,
and accept benefits from third parties, to the same extent as if the alternate were a Director but, except to the extent that the alternate’s
appointor directs the payment to the alternate of part or all of the fee or other remuneration which would otherwise be payable to the
appointor, the alternate shall not be entitled to any fee or other remuneration from the Company for acting in that capacity.
90. Executive Directors
90.1 The Board or any committee authorised by the Board may from time to time appoint one or more of its body
to hold any employment or executive office with the Company for such period (subject to the Statutes) and on such other terms as the Board
or any committee authorised by the Board may decide and may revoke or terminate any appointment so made. Any revocation or termination
of the appointment shall be without prejudice to any claim for damages that the Director may have against the Company or that the Company
may have against the Director for any breach of any contract of service between the Director and the Company.
90.2 The Board may from time to time appoint any person to any office or employment having a descriptive designation
or title including the word “director” or attach to any existing office or employment with the Company such a designation
or title and may at any time determine any such appointment or the use of any such designation or title. The inclusion of the word “director”
in the designation or title of any such office or employment with the Company shall not imply that the holder of the office is a director
of the Company nor shall such holder thereby be empowered in any respect to act as a director of the Company or be deemed to be a director
for any of the purposes of the Statutes or these Articles.
91. General powers of the Company vested in the Board
91.1 The business of the Company shall be managed by the Board, which, subject to these Articles and any direction
given to the Company by special resolution, may exercise all the powers of the Company. No alteration of these Articles and no such direction
shall invalidate any prior act of the Board which would have been valid if that alteration had not been made or that direction had not
been given.
91.2 The powers given by this Article shall not be limited by any special power given to the Board by any other
Article.
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92. Agents
92.1 The Board may, by power of attorney or otherwise, appoint any person to be the agent of the Company on
such terms (including terms as to remuneration) and subject to such conditions as it may decide and may delegate to any person so appointed
any of its powers, authorities and discretions (with power to sub-delegate). The Board may remove any person so appointed and may revoke
or vary the delegation but no person dealing in good faith and without notice of the revocation or variation shall be affected by it.
92.2 The power to delegate contained in this Article shall be effective in relation to the powers, authorities
and discretions of the Board generally and shall not be limited by the fact that in certain Articles, but not in others, express reference
is made to particular powers, authorities or discretions being exercised by the Board or by committee authorised by the Board.
93. Delegation to individual Directors
93.1 The Board may entrust to and confer upon a Director any of its powers, authorities and discretions (with
power to sub-delegate) upon such terms (subject to the Statutes) and subject to such conditions and with such restrictions as it may decide.
The Board may from time to time revoke or vary all or any of them but no person dealing in good faith and without notice of the revocation
or variation shall be affected by it.
93.2 The power to delegate contained in this Article shall be effective in relation to the powers, authorities
and discretions of the Board generally and shall not be limited by the fact that in certain Articles, but not in others, express reference
is made to particular powers, authorities or discretions being exercised by the Board or by a committee authorised by the Board.
94. Delegation to committees
94.1 The Board may delegate any of its powers, authorities and discretions (with power to sub-delegate) to
any committee consisting of such person or persons as it thinks fit (whether a member or members of its body or not) provided that the
majority of the members of the committee are Directors. Subject to any restriction on sub-delegation imposed by the Board, any committee
so formed may exercise its power to sub-delegate by sub-delegating to any person or persons (whether or not a member or members of the
Board or of the committee). Subject to any regulations imposed on it by the Board, the proceedings of any committee consisting of two
or more members shall be governed by the provisions in these Articles for regulating proceedings of the Board so far as applicable except
that no meeting of that committee shall be quorate for the purpose of exercising any of its powers, authorities or discretions unless
a majority of the committee present at the meeting are Directors. A member of a committee shall be paid such remuneration (if any) in
such manner as the Board may decide, and, in the case of a Director, either in addition to or in place of the Director’s ordinary
remuneration as a Director.
94.2 The power to delegate contained in this Article shall be effective in relation to the powers, authorities
and discretions of the Board generally and shall not be limited by the fact that in certain of these Articles, but not in others, express
reference is made to particular powers, authorities or discretions being exercised by the Board or by a committee authorised by the Board.
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95. Power to establish local boards etc
95.1 The Board may:
95.1.1 establish any divisional, departmental, regional, local or area boards, divisions or managing agencies
for introducing, conducting or managing all or any of the business or affairs of the Company, either in the United Kingdom or elsewhere;
95.1.2 make regulations for the proceedings and activities of any such establishment (but so that otherwise its
proceedings shall be governed by those of these Articles which regulate proceedings of the Board to the extent that they are capable of
applying to it);
95.1.3 appoint any persons (whether Directors or not) as regional directors, local directors, divisional directors,
area directors, advisory directors, managers or agents or to serve in any other capacity in connection with any such establishment, and
may fix their remuneration;
95.1.4 delegate to any such establishment and to any such appointee (including anyone appointed before this Article
was adopted) any of the powers, authorities and discretions vested in the Board, with power to sub-delegate; or
95.1.5 authorise any such appointees to fill any vacancies in any such establishment and to act notwithstanding
vacancies,
provided that any such appointment
or delegation shall be made upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any persons
so appointed, and may revoke, suspend or vary any such delegation but this shall not affect the position of any person dealing in good
faith who has not had notice that the Board has done so. No such appointee shall be a Director as such or be entitled to be present at
any meeting of the Board (except at the request of the Board and, if present at such request, the appointee shall not be entitled to vote
at that meeting) or have power under the terms of this Article to enter into any contract or transact any business on behalf of the Company
except to the extent (if any) specifically authorised by the Board.
96. Provision for employees
96.1 The Board may exercise any power conferred by the Statutes to make provision for the benefit of persons
employed or formerly employed by the Company or any of its subsidiaries in connection with the cessation or the transfer to any person
of the whole or part of the undertaking of the Company or that subsidiary.
97. The Company’s name
97.1 Subject to the Statutes, the Board may from time to time change the name of the Company to any name considered
by the Board to be advantageous, expedient or otherwise desirable.
98. Borrowing Powers
98.1 Subject to these Articles and the Statutes, the Board may exercise all the powers of the Company to borrow
money, to guarantee, to indemnify and to mortgage or charge all or any part of the undertaking, property and assets (present and future)
and uncalled capital of the Company and to issue debentures and other securities, or to give security whether outright or as collateral
security, for any debt, liability or obligation of the Company or of any third party. There is no requirement on the Board to restrict
the borrowing of the Company or any of its subsidiary undertakings.
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99. Annual Retirement of Directors
99.1 With effect from the Adoption Date, the Directors shall be divided into three classes of Directors, designated
as “Class I”, “Class II” and “Class III”, respectively. The number of Directors in each class shall
be as nearly equal as possible.
99.2 The Class I Directors shall stand elected for a term expiring at the Company’s first annual general
meeting following the Adoption Date, the Class II Directors shall stand elected for a term expiring at the Company’s second annual
general meeting following the Adoption Date, and the Class III Directors shall stand elected for a term expiring at the Company’s
third annual general meeting following the Adoption Date.
99.3 Commencing at the Company’s first annual general meeting following the Adoption Date, and at each
annual general meeting thereafter, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office
to expire at the third succeeding annual general meeting after their election.
99.4 In the event of any increase in the number of Directors, the newly created directorships resulting from
such increase shall be apportioned by the board among the classes of Directors so as to maintain such classes as nearly equal as possible.
No decrease in the number of Directors shall shorten the term of any incumbent Director.
99.5 Notwithstanding the foregoing provisions, each Director shall serve until their successor is duly elected
and qualified or until their earlier death, resignation or removal.
99.6 Any vacancy on the Board arising from the death, resignation, disqualification, removal or other cessation
of office of a Director shall be filled by the Board. Any Director appointed to fill such vacancy shall be appointed to the same class
as the Director whose office became vacant and shall hold office for the remainder of the full term of that class and until his or her
successor is duly elected and qualified.
100. Position of Retiring Director
100.1 Subject to these Articles, the Company at the meeting at which a Director retires may fill the vacated
office and, in default, the retiring Director shall, if willing and permitted by law to act as a Director, be deemed to have been reappointed
unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the reappointment of the Director is put to the
meeting and lost. If the Director is not reappointed or deemed to be reappointed, the Director shall retain office until the meeting appoints
someone willing and permitted by law to act as a Director in the Director’s place or, if it does not do so, until the end of the
meeting.
100.2 Subject to these Articles, if, immediately following the meeting at which Directors have retired pursuant
to these Articles, there would for any reason be fewer Directors in office than the minimum number fixed by or in accordance with these
Articles, each of the retiring Directors who stood for reappointment at the meeting shall, if willing and permitted by law to act as a
Director, be deemed to have been reappointed as a Director and shall remain in office, but such Directors:
100.2.1 may act only for the purposes of filling vacancies and convening general meetings of the Company and may
only perform such duties as are appropriate to maintain the Company as a going concern and to comply with the Company’s legal and
regulatory obligations; and
100.2.2 shall, as a matter of priority and as soon as reasonably practicable following the meeting at which they
retired, convene a general meeting for the purpose of appointing at least the minimum number of Directors fixed by or in accordance with
these Articles, and each of them shall, if not reappointed at the meeting, retire from office at the end of the meeting unless the number
of Directors appointed at the meeting is below that minimum number, in which case they (and any Director appointed at the meeting) shall
remain in office on the terms and subject to the restrictions prescribed by this Article 100.2 as if they had retired and been deemed
reappointed under it.
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101. Eligibility for appointment as a Director
101.1 No person other than a Director retiring, whether by rotation or otherwise, shall be appointed or reappointed
a Director at any general meeting unless:
101.1.1 they are recommended by the Board and are willing and permitted by law to act as a Director; or
101.1.2 they are permitted by law to act as a Director and, not less than seven nor more than 42 clear days before
the day appointed for the meeting, notice executed by a member qualified to vote at the meeting (not being the person to be proposed)
has been delivered to the Office (or received in electronic form at the electronic address at which the Company has or is deemed to have
agreed to receive it) of the intention to propose that person for appointment or reappointment stating the particulars which would, if
the person were so appointed or reappointed, be required to be included in the Company’s register of directors together with notice
executed by that person of that person’s willingness to be appointed or reappointed.
102. Power of the Company to appoint Directors
102.1 Subject to these Articles, the Company may by ordinary resolution appoint as a Director any person who
is willing and permitted by law to act as a Director, either to fill a vacancy on or as an addition to the existing Board, but so that
the total number of Directors shall not at any time exceed any maximum number fixed by or in accordance with these Articles. A resolution
for the appointment of two or more persons as Directors by a single resolution shall be void unless a resolution that it shall be so proposed
has first been agreed to by the meeting without any vote being given against it.
103. Power of the Board to appoint Directors
103.1 Without prejudice to the power of the Company in general meeting under these Articles to appoint any person
to be a Director, the Board may appoint as a Director any person who is willing and permitted by law to act as a Director, either to fill
a vacancy or as an addition to the existing Board, but so that the total number of Directors shall not at any time exceed any maximum
number fixed by or in accordance with these Articles. Any Director so appointed shall hold office only until the conclusion of the next
following annual general meeting and, if not reappointed at that meeting, shall vacate office at the conclusion of the meeting.
104. Company’s power to remove a Director and appoint another in the Director’s place
104.1 In addition to any power conferred by the Statutes, the Company may by an ordinary resolution remove any
Director before the expiration of the Director’s period of office and may, subject to these Articles, by ordinary resolution appoint
as a Director another person who is willing and permitted by law to act as a Director in the Director’s place.
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105. Vacation of office by Directors
105.1 Without prejudice to the provisions for retirement by rotation or otherwise contained in these Articles,
the office of a Director shall be vacated as soon as:
105.1.1 notification is received by the Company from the Director that the Director is resigning from office as
Director, and such resignation has taken effect in accordance with its terms;
105.1.2 a bankruptcy order is made against the Director or the Director makes any arrangement or composition with
creditors generally in satisfaction of the Director’s debts;
105.1.3 a registered medical practitioner who is treating the Director gives a written opinion to the Company
stating that the Director has become physically or mentally incapable of acting as a director and may remain so for more than three months
or, by reason of the Director’s mental health, a court makes an order which wholly or partly prevents the Director from personally
exercising any powers or rights that the Director would otherwise have;
105.1.4 without the permission of the Board, the Director is absent from meetings of the Board for six consecutive
months (whether or not an alternate appointed by the Director attends) and the Board resolves that the Director’s office is vacated;
105.1.5 the Director ceases to be a Director by virtue of the Statutes or is prohibited by law or (if applicable)
any rules of the Relevant Exchange from being a Director or is removed from office under these Articles;
105.1.6 notice in writing that the Director is to vacate office executed by or on behalf of all the Directors
other than the Director, or any alternate for the Director who is not a Director or an alternate for another Director, is delivered to
the Office or tendered at a meeting of the Board, provided those Directors are not less than three in number. Separate notices in substantially
the same form each executed by or on behalf of one or more of those Directors shall together be as effective as a single notice signed
by all of them; or
105.1.7 the Director’s contract of service or letter of appointment as a Director expires without being
renewed within 14 days or is terminated.
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106. Directors’ Transactions, offices, employment and interests
106.1 Subject to the Statutes and the terms of any authorisation given under Article 107, a Director notwithstanding
being in office as a Director:
106.1.1 may hold any other office or place of profit with the Company (except that of Auditor) in conjunction
with the office of Director and may act personally or through a firm in a professional capacity for the Company (otherwise than as Auditor)
and in either such case on such terms as to remuneration (whether by way of salary, commission, participation in profits or otherwise)
and otherwise as the Board may determine, and any such remuneration shall be either in addition to or in lieu of any remuneration provided
for, by or pursuant to any other Article;
106.1.2 may be a party to any contract or arrangement with, or interested in shares or other securities issued
by, the Company;
106.1.3 may be a director or other officer of, or employed by, or a party to any contract or arrangement with,
or interested in shares or other securities issued by, any undertaking in the same group as the Company or promoted by the Company or
by any such undertaking, or in which the Company or any such undertaking is otherwise interested or as regards which the Company or any
such undertaking has any powers of appointment;
106.1.4 shall not be accountable to the Company for any remuneration or benefit which the Director derives from
any contract, arrangement, interest, office or employment sanctioned by this Article, and no such contract, arrangement, interest, office
or employment shall be liable to be avoided on the ground of such remuneration or benefit nor its receipt constitute a breach of the Director’s
duty under the Companies Act 2006 not to accept benefits from third parties;
106.1.5 shall not be in breach of the Director’s duties by reason only of the fact that the Director is
excluded from the receipt of information, or from participation in decision-making or discussion (whether at meetings of the directors
or otherwise), that will or may relate to any such office, employment, contract or interest; and
106.1.6 shall not be required to disclose to the Company, or use in relation to the Company’s affairs, any
confidential information the Director obtains in connection with any such office, employment, contract or interest if the Director’s
doing so would result in a breach of a duty or an obligation of confidence owed by the Director in that connection
provided that the Director has disclosed
to the Board the nature and extent of any material interest the Director has, but no such disclosure shall be necessary of any office
or employment with any subsidiary undertaking of the Company or any interest in a transaction or arrangement that would not be required
to be declared by the Director under the Statutes, and a general notice given to the Board that a Director is to be regarded as having
an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of
persons is interested shall be deemed to be a disclosure that the Director has an interest in any such transaction or arrangement of the
nature and extent so specified, and for the purposes of this Article an interest of which a Director has no knowledge and of which it
is unreasonable to expect the Director to have knowledge shall not be treated as an interest of the Director.
106.2 The Board may cause any voting power conferred by the shares in any other company held or owned by the
Company or any power of appointment to be exercised in such manner in all respects as it thinks fit, including the exercise of either
of such powers in favour of a resolution appointing the Directors, or any of them, to be directors or officers of the other company, or
in favour of the payment of remuneration to the directors or officers of the other company.
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106.3 Except as otherwise provided by these Articles, a Director shall not vote on, or be counted in the quorum
in relation to, any resolution of the Board or of a committee of the Board concerning any matter in which, to the Director’s knowledge,
the Director has, directly or indirectly, an interest (other than the Director’s interest in shares or debentures or other securities
of, or otherwise in or through, the Company) or duty which (together with any interest of a person connected with the Director) is material
and, if the Director shall do so, the Director’s vote shall not be counted. A Director shall be entitled to vote on and be counted
in the quorum in respect of any resolution concerning any of the following matters:
106.3.1 the giving to the Director of any guarantee, security or indemnity in respect of money lent or obligations
incurred by the Director or by any other person at the request of or for the benefit of, the Company or any of its subsidiary undertakings;
106.3.2 the giving by the Company of any guarantee, security or indemnity to a third party in respect of a debt
or obligation of the Company or any of its subsidiary undertakings for which the Director has personally assumed responsibility in whole
or in part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security;
106.3.3 the Director’s subscribing or agreeing to subscribe for, or purchasing or agreeing to purchase,
any shares, debentures or other securities of the Company or any of its subsidiary undertakings as a holder of securities, or the Director’s
being, or intending to become, a participant in the underwriting or sub-underwriting of an offer of any such shares, debentures, or other
securities by the Company or any of its subsidiary undertakings for subscription, purchase or exchange;
106.3.4 any contract concerning any company (not being a company in which the Director owns one per cent. or more
(as defined in this Article)) in which the Director is interested, directly or indirectly, and whether as an officer, shareholder, creditor
or otherwise;
106.3.5 any arrangement for the benefit of employees of the Company or any of its subsidiary undertakings under
which the Director benefits in a similar manner as the employees and which does not accord to any Director as such any privilege or advantage
not accorded to the employees to whom the arrangement relates;
106.3.6 any contract concerning any insurance which the Company is empowered to purchase or maintain for, or for
the benefit of, any Directors or for persons who include Directors; or
106.3.7 any indemnity permitted by these Articles (whether in favour of the Director or others as well) against
any costs, charges, expenses, losses and liabilities sustained or incurred by the Director as a director of the Company or of any of its
subsidiary undertakings, or any proposal to provide funds to meet any expenditure incurred or to be incurred by the Director in mounting
a defence in any criminal or civil proceeding in connection with any alleged negligence, default, breach of duty or breach of trust by
the Director in relation to the Company or any of its subsidiary undertakings, or any investigation, or action proposed to be taken, by
a regulatory authority in that connection, or for the purposes of any application for relief under the Companies Act 2006, or in order
to enable the Director to avoid incurring such expenditure.
106.4 A Director shall not vote on, or be counted in the quorum in relation to, any resolution of the Board
concerning the Director’s own appointment, or the settlement or variation of the terms or the termination of the Director’s
own appointment, as the holder of any office or place of profit with the Company or any company in which the Company is interested but,
where proposals are under consideration concerning the appointment, or the settlement or variation of the terms or the termination of
the appointment, of two or more Directors to offices or places of profit with the Company or any company in which the Company is interested,
a separate resolution may be put in relation to each Director and in that case each of the Directors concerned shall be entitled to vote
on and be counted in the quorum in relation to each resolution which does not concern either: (a) the Director’s own appointment
or the settlement or variation of the terms or the termination of the Director’s own appointment; or (b) the appointment of another
Director to an office or place of profit with a company in which the Company is interested and in which the Director seeking to vote or
be counted in the quorum is interested by virtue of owning of one per cent. or more (as defined in this Article).
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106.5 A company shall be deemed to be a company in which a Director owns one per cent. or more if and so long
as the Director is directly or indirectly the holder of or beneficially interested in one per cent. or more of any class of the equity
share capital of such company or of the voting rights available to members of such company. For this purpose, there shall be disregarded
any shares held by a Director as bare or custodian trustee and in which the Director has no beneficial interest, any shares comprised
in a trust in which the Director’s interest is in reversion or remainder (if and so long as some other person is entitled to receive
the income from such trust) and any shares comprised in an authorised unit trust scheme in which the Director is interested only as a
unit holder.
106.6 Where a company in which a Director owns one per cent. or more is materially interested in a contract,
the Director shall also be deemed to be materially interested in that contract.
106.7 For the purposes of this Article, an interest of a person who is, for any purpose of the Statutes, connected
with a Director shall be treated as an interest of the Director and, in relation to an alternate Director, an interest of the relevant
appointor shall be treated as an interest of the alternate Director without prejudice to any interest which the alternate Director has
otherwise.
106.8 References in this Article to a contract include references to any proposed contract and to any transaction
or arrangement whether or not constituting a contract.
106.9 If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director
(other than the chair of the meeting) or as to the entitlement of any Director (other than the chair of the meeting) to vote or be counted
in the quorum and the question is not resolved by the Director’s voluntarily agreeing to abstain from voting or not to be counted
in the quorum, the question shall be referred to the chair of the meeting and the chair’s ruling in relation to the Director concerned
shall be conclusive except in a case where the nature or extent of the interest (so far as it is known to the Director) has not been fairly
disclosed to the Board. If any question shall arise in respect of the chair of the meeting, the question shall be decided by resolution
of the Board (for which purpose the chair shall be counted in the quorum but shall not vote on the matter) and the resolution shall be
conclusive except in a case where the nature or extent of the interest (so far as it is known to the chair) has not been fairly disclosed
to the Board.
106.10 Subject to the Statutes, the Company may by ordinary resolution suspend or relax the provisions of this
Article to any extent or ratify any contract not properly authorised by reason of a contravention of this Article.
107. Conflicts of interest requiring Board authorisation
107.1 The Board may, provided the quorum and voting requirements set out below are satisfied, authorise any
matter that would otherwise involve a Director being in breach of duty under section 175 of the Companies Act 2006 to avoid conflicts
of interest.
107.2 Any Director (including the Director concerned) may propose that the Director concerned be authorised
in relation to any matter the subject of such a conflict. Such proposal and any authority given by the Board shall be effected in the
same way that any other matter may be proposed to and resolved upon by the Board under the provisions of these Articles, except that the
Director concerned and any other Director with a similar interest:
107.2.1 shall not count towards the quorum at the meeting at which the conflict is considered;
107.2.2 may, if the other members of the Board so decide, be excluded from any Board meeting while the conflict
is under consideration; and
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107.2.3 shall not vote on any resolution authorising the conflict except that, if the Director or other Director
does vote, the resolution will still be valid if it would have been agreed to if any such vote had not been counted.
107.3 Where the Board gives authority in relation to such a conflict:
107.3.1 the Board may (whether at the time of giving the authority or at any time or times subsequently) impose
such terms upon the Director concerned as it may determine, including the exclusion of that Director from the receipt of information,
or participation in any decision-making or discussion (whether at meetings of the Board or otherwise) related to the conflict;
107.3.2 the Director concerned will be obliged to comply with any terms imposed by the Board from time to time
in relation to the conflict and will not be in breach of duty as a Director to the extent the Director does so;
107.3.3 the authority may provide that, where the Director concerned (otherwise than by virtue of the Director’s
position as a director of the Company) obtains information that is confidential to a third party, the Director will not be obliged to
disclose that information to the Company, or to use the information in relation to the Company’s affairs, where to do so would amount
to a breach of that confidence;
107.3.4 the authority may also provide that the Director concerned shall not be accountable to the Company for
any benefit that the Director receives as a result of the conflict;
107.3.5 the receipt by the Director concerned of any remuneration or benefit as a result of the conflict shall
not constitute a breach of the duty under the Companies Act 2006 not to accept benefits from third parties;
107.3.6 the terms of the authority shall be recorded in writing (but the authority shall be effective whether
or not the terms are so recorded); and
107.3.7 the Board may withdraw the authority at any time.
108. Directors’ gratuities and pensions
108.1 The Board or any committee authorised by the Board may exercise all the powers of the Company to provide
benefits, whether by the payment of gratuities, pensions, annuities, allowances, bonuses or by insurance or otherwise, for any Director
or former Director who holds or who has held but no longer holds any executive office, other office, place of profit or employment with
the Company or with any body corporate which is or has been a subsidiary undertaking of the Company or a predecessor in business of the
Company or of any such subsidiary undertaking, and for any member of the Director’s or former Director’s family (including
a spouse and a former spouse) or any person who is or was dependent on the Director or former Director, and may (as well before as after
the Director or former Director ceases to hold such office, place of profit or employment) establish, maintain, support, subscribe to
and contribute to any scheme, trust or fund for the benefit of all or any such persons and pay premiums for the purchase or provision
of any such benefits. The Board or any committee authorised by the Board may procure any of these matters to be done by the Company either
alone or in conjunction with any other person.
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108.2 No Director or former Director shall be accountable to the Company or the members for any benefit provided
pursuant to this Article and the receipt of any such benefit shall not disqualify any person from being or becoming a Director.
109. Board meetings
109.1 The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks
fit. A Director may, and the Secretary on the requisition of a Director shall, convene a meeting of the Board.
110. Notice of Board meetings
110.1 Notice of a Board meeting shall be deemed to be properly given to a Director if it is given to the Director
personally or by word of mouth or sent in writing or in electronic form to the Director at the last known address of the Director or any
other address given by the Director to the Company for this purpose.
110.2 Notice of a Board meeting need not be given to Directors who waive their entitlement to notice of that
meeting by giving notice to that effect to the Company not more than seven days after the date on which the meeting is held. Where such
notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.
111. Voting
111.1 Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of
votes, the chair of the meeting shall have a second or casting vote.
112. Quorum
112.1 The quorum necessary for the transaction of the business of the Board may be fixed by the Board and unless
so fixed at any other number shall be two provided that, for the purposes of any meeting held pursuant to Article 107 to authorise a Director’s
conflict, if there is only one Director besides the Director concerned and Directors with a similar interest, the quorum shall be one.
112.2 Subject to these Articles, any Director who ceases to be a Director at a Board meeting may continue to
be present and to act as a Director and be counted in the quorum until the termination of the Board meeting if no other Director objects
and if otherwise a quorum of Directors would not be present.
113. Board vacancies below minimum number
113.1 The continuing Directors or a sole continuing Director may act notwithstanding any vacancies on the Board,
but, if the number of Directors is less than the minimum number fixed by or in accordance with these Articles, the continuing Directors
or Director may act only for the purpose of filling vacancies on the Board or of convening a general meeting of the Company. If there
are no Directors or Director able or willing to act, any two members may call a general meeting of the Company for the purpose of appointing
Directors.
114. Appointment of chair
114.1 The Board may appoint a Director to be the chair of the Board and may at any time remove the Director
from that office. Unless the Director is unwilling to do so, the Director so appointed shall preside at every meeting of the Board at
which the Director is present. But if there is no Director holding that office, or if the Director holding it is unwilling to preside
or is not present within five minutes after the time appointed for the meeting, the Directors present may appoint one of their number
to be chair of the meeting.
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115. Competence of the Board
115.1 A meeting of the Board at which a quorum is present shall be competent to exercise all powers, authorities
and discretions for the time being vested in or exercisable by the Board.
116. Participation in meetings by telephone
116.1 All or any of the members of the Board or of any committee of the Board may participate in a meeting of
the Board or that committee by means of a conference telephone or any communication equipment that allows all persons participating in
the meeting to hear and speak to each other. A person so participating shall be deemed to be present in person at the meeting and shall
be entitled to vote or be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the largest group of those
participating is assembled, or, if there is no such group, where the chair of the meeting is and shall be deemed to be a meeting even
if there is only one person physically present where it is deemed to take place.
117. Written resolutions
117.1 A resolution in writing signed by:
117.1.1 all the Directors entitled to receive notice of a meeting of the Board, if that number is sufficient to
constitute a quorum; or
117.1.2 by all the members of a committee of the Board
(but excluding any Director whose
vote is not to be counted in respect of that particular matter) shall be as valid and effectual as if it had been passed at a meeting
of the Board or that committee duly convened and held and may be contained in one document (or in several documents in all substantial
respects in like form) each signed by one or more of the Directors or members of that committee. Any such document may be constituted
by letter or (provided it is in writing) in electronic form or otherwise as the Board may from time to time approve.
118. Company books
118.1 The Board shall cause minutes to be made in books kept for the purpose of recording:
118.1.1 all appointments of officers made by the Board; and
118.1.2 all proceedings at meetings of the Company, of the holders of any class of shares in the Company and of
the Board and of committees of the Board, including the names of the Directors or members of a committee of the Board present at each
such meeting.
118.2 Subject to the Statutes, any such minutes, if purporting to be signed by the chair of the meeting at which
the appointments were made or proceedings held or by the chair of the next succeeding meeting, shall be sufficient evidence of the facts
stated in them without any further proof.
119. Validity of acts of the Board or a committee
119.1 All acts done by the Board or by a committee of the Board, or by a person acting as a Director or member
of a committee of the Board shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any
Director, member of a committee of the Board, or person acting as a Director, or that any of them were disqualified from holding office,
or had vacated office, or were not entitled to vote, be as valid as if each such person had been duly appointed and was qualified and
had continued to be a Director or member of the committee and had been entitled to vote.
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120. Appointment and removal of Company Secretary
120.1 Subject to the Statutes, the Secretary shall be appointed by the Board at such remuneration and upon such
terms as it thinks fit. If thought fit, two or more persons may be appointed as joint Secretaries with the power to act jointly and severally.
Any Secretary so appointed may be removed by the Board.
120.2 The Board may from time to time appoint an assistant or deputy secretary who, during such time as there
may be no Secretary or no Secretary capable of acting, may act as Secretary and do any act authorised or required by these Articles or
by law to be done by the Secretary. The signature of any document as Secretary by such assistant or deputy secretary shall be conclusive
evidence (without invalidating that signature for any purpose) that at the time of signature there was no Secretary or no Secretary capable
of acting.
121. Use of seal
121.1 The Seal shall only be used by the authority of the Board or of a committee authorised by the Board in
that behalf and, unless otherwise decided by the Board or any such committee, any document to which the Seal is applied must also be signed
by at least one authorised person in the presence of a witness who attests the signature. For the purposes of this Article, an authorised
person is any Director, the Company Secretary or any person authorised by the Board or such committee for the purpose of signing documents
to which the Seal is applied.
122. Company may declare dividends
122.1 Subject to the Statutes, the Company may by ordinary resolution declare dividends in accordance with the
respective rights of the members, but no dividend shall exceed the amount recommended by the Board. Subject to the Statutes, any determination
by the Board of the amount of profits at any time available for distribution shall be conclusive.
123. Board may pay interim dividends and fixed dividends
123.1 Subject to the Statutes, the Board may pay interim dividends if it appears to the Board that they are
justified by the financial position of the Company. If the share capital of the Company is divided into different classes, the Board may
pay interim dividends on shares which confer deferred or non-preferred rights to dividends as well as on shares which confer preferential
or special rights to dividends, but no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time
of payment, any preferential dividend is in arrears. The Board may also pay at intervals settled by it any dividend payable at a fixed
date if it appears to the Board that the financial position of the Company justifies the payment. If the Board acts in good faith, it
shall not incur any liability to the holders of shares conferring preferred rights for any loss which they may suffer by reason of the
lawful payment of an interim dividend on any shares having deferred or non-preferred rights.
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124. Calculation and currency of dividends
124.1 Except in so far as the rights attaching to any share otherwise provide:
124.1.1 all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend
is paid, but (for the purposes of this Article only) no amount paid up on a share in advance of calls shall be treated as paid up on the
share;
124.1.2 all dividends shall be apportioned and paid proportionately to the amounts paid up on the shares during
any portion or portions of the period in respect of which the dividend is paid; but, if any share is issued on terms providing that it
shall rank for dividend as from a particular date, that share shall rank for dividend accordingly; and
124.1.3 any dividends or other monies payable on or in respect of any share may be declared in any currency or
currencies, and paid in the same currency or currencies or in any other currency or currencies, and subject to such charges to cover the
costs of conversion, as the Board may determine, using where required such basis of conversion (including the rate and timing of conversion)
as the Board decides.
125. Waiver of dividends
125.1 The waiver in whole or in part of any dividend on any share by any document (whether or not under seal)
shall be effective only if such document is signed by the relevant member or transmittee and delivered to the Company and if or to the
extent that it is accepted as such or acted upon by the Company.
126. Non-cash dividends
126.1 Subject to the terms of issue of the share in question, the Company may, by ordinary resolution on the
recommendation of the Board, decide to pay all or part of a dividend or other distribution payable in respect of a share by transferring
non-cash assets of the value fixed by the Board for the purpose of their recommendation, including paid up shares or other securities
in any other company or by issuing debt securities of a nominal value equivalent to that of the dividend or distribution. Where any difficulty
arises concerning such dividend or distribution, the Board may settle it as the Board thinks expedient and in particular may issue fractional
certificates or, subject to the Statutes and, in the case of shares held in uncertificated form, the system’s rules, authorise and
instruct any person to sell and transfer any fractions or may ignore fractions altogether, and may fix the value for distribution of any
assets and may determine that cash shall be paid to any member upon the basis of the value so fixed in order to secure equality of distribution
and may vest any assets to be distributed in trustees as the Board may consider expedient.
127. Scrip dividends
127.1 Subject to the Statutes, the Board may, if authorised by an ordinary resolution of the Company offer the
holders of ordinary Shares the right to elect to receive new ordinary Shares, credited as fully paid, instead of cash for all or part
(as determined by the Board) of any dividend. The following provisions shall apply:
127.1.1 an ordinary resolution may specify a particular dividend or dividends, or may specify all or any dividends,
declared or paid within a specified period;
127.1.2 the basis of allotment to each entitled holder of ordinary shares shall be such number of new ordinary
shares credited as fully paid as have a value as nearly as possible equal to (but not greater than) the amount of the dividend (disregarding
any tax credit) which the holder has elected to forgo. For this purpose, the “value” of an ordinary share shall be
deemed to be whichever is the greater of its nominal value and the average of the middle market quotations for the Company’s ordinary
shares on the Relevant Exchange or, if a Relevant Exchange quote is not available, such other exchange or quotation service on which the
Company’s ordinary shares are listed or quoted as derived from such. A certificate or report by the Auditors as to the amount of
the value in respect of any dividend shall be conclusive evidence of that amount;
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127.1.3 no fraction of an ordinary share shall be allotted and if any holder of ordinary shares would otherwise
be entitled to fractions of a share, the Board may deal with the fractions as it thinks fit, including determining that the whole or part
of the benefit of fractional entitlements will be disregarded or accrue to the Company or that the value of fractional entitlements will
be accumulated on behalf of a member (without entitlement to interest) and applied in paying up new shares in connection with a subsequent
offer by the Company of the right to receive shares instead of cash in respect of a future dividend;
127.1.4 the Board shall not proceed with any election unless the Company has sufficient reserves or funds which
may be capitalised to give effect to the election following the Board’s determination of the basis of allotment;
127.1.5 on or as soon as practicable after announcing that the Board is to recommend or pay any dividend, the
Board, if it intends to offer an election for that dividend, shall also announce that intention and, having determined the basis of allotment,
shall notify the entitled holders of ordinary shares (other than any in relation to whom an election mandate in accordance with this Article
is subsisting) of the right of election offered to them, and shall send with, or following, such notification, forms of election and shall
specify the procedure to be followed and place at which, and the latest date and time by which, duly completed forms of election must
be received in order to be effective;
127.1.6 the dividend (or that part of the dividend in respect of which a right of election has been offered) shall
not be payable on ordinary shares in respect of which an election has been duly made (the “elected shares”) and instead
additional ordinary shares shall be allotted to the holders of the elected shares on the basis of allotment so determined. For such purpose,
the Board shall capitalise, out of any amount standing to the credit of any reserve or fund (including the profit and loss account), whether
or not it is available for distribution, as the Board may determine, a sum equal to the aggregate nominal amount of the additional ordinary
shares to be allotted on that basis and apply it in paying up in full the appropriate number of ordinary shares for allotment and distribution
to the holders of the elected shares on that basis; and
127.1.7 the additional ordinary shares so allotted shall be allotted as of the record date for the dividend for
which the right of election has been offered and shall rank pari passu in all respects with the fully paid ordinary shares then in issue
except that they will not rank for the dividend or other distribution entitlement in respect of which they have been issued. Unless the
Board otherwise determines (and subject always to the Regulations and the system’s rules), the ordinary shares so allotted shall
be issued as shares in certificated form (where the ordinary shares in respect of which they have been allotted were in certificated form
at the Scrip Record Time) or as shares in uncertificated form (where the ordinary shares in respect of which they have been allotted were
in uncertificated form at the Scrip Record Time) provided that if the Company is unable under the system’s rules to issue ordinary
shares in uncertificated form to any person, such shares shall be issued as shares in certificated form. For these purposes, the “Scrip
Record Time” means such time on the record date for determining the entitlements of members to make elections as described in
this Article, or on such other date as the Board may in its absolute discretion determine.
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127.2 The Board may establish or vary a procedure for election mandates whereby a holder of ordinary shares
may elect concerning future rights of election offered to that holder under this Article until the election mandate is revoked following
that procedure.
127.3 The Board may exclude from any offer any holders of ordinary shares if it believes that it is necessary
or expedient to do so in relation to any legal or practical problems under the laws of, or the requirements of any regulatory body or
stock exchange or other authority in, any territory or that for any other reason the offer should not be made to them.
128. Enhanced scrip dividends
128.1 Subject to the Statutes and without prejudice to the generality of Article 127, the Board may, in respect
of any cash dividend or other distribution (or any part thereof) declared or payable in relation to any financial year or period of the
Company, offer to each holder of ordinary shares the right to elect to receive new ordinary shares, credited as fully paid, in respect
of the whole or part of the ordinary shares held by them instead of such cash dividend, on any basis described in that Article but so
that the entitlement of each holder of ordinary shares to such new ordinary shares shall be determined by the Board such that the value
(determined on the basis decided on by the Board) of the new ordinary shares concerned may exceed the cash amount that such holders of
ordinary shares would otherwise have received by way of dividend and, in respect of such offer, that Article shall take effect subject
to this Article. Any offer made under this Article shall be an alternative to any offer made under that Article in respect of a particular
cash dividend (but shall form part of any plan which is in operation thereunder).
128.2 The Board may exclude from any offer any holders of ordinary shares if it believes that it is necessary
or expedient to do so in relation to any legal or practical problems under the laws of, or the requirements of any regulatory body or
stock exchange or other authority in, any territory or that for any other reason the offer should not be made to them.
129. Right to deduct amounts due on shares from dividends
129.1 The Board may deduct from any dividend or other monies payable in respect of a share to a member all sums
of money (if any) presently payable by the member to the Company on account of calls or otherwise in respect of shares of the Company.
130. No interest on dividends
130.1 No dividend or other monies payable in respect of a share shall bear interest against the Company unless
otherwise provided by the rights attached to the share.
131. Payment procedure
131.1 All dividends and interest shall belong and be paid (subject to any lien of the Company) to those entitled
members whose names shall be on the Register at the date at which such dividend shall be declared or at the date on which such interest
shall be payable respectively, or at such other date as the Company by ordinary resolution or the Board may determine notwithstanding
any subsequent transfer or transmission of shares.
131.2 The Company may pay any dividend, interest or other monies payable in cash in respect of shares by direct
debit, bank transfer, cheque, dividend warrant, money order or by any other method (including by electronic means) as the Board may consider
appropriate.
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131.3 Every such cheque, warrant or order shall be made payable to the person to whom it is sent, or to such
other person as the holder or the joint holders may in writing direct, and may be sent by post or equivalent means of delivery directed
to the registered address of the holder or, in the case of joint holders, to the registered address of the joint holder whose name stands
first in the Register, or to such person and to such address as the holder or joint holders may in writing direct.
131.4 Every such payment made by direct debit or bank transfer shall be made to the holder or joint holders
or to or through such other person as the holder or joint holders may in writing direct.
131.5 In respect of shares in uncertificated form, where the Company is authorised to do so by or on behalf
of the holder or joint holders in such manner as the Board shall from time to time consider sufficient, the Company may pay any such dividend,
interest or other monies by means of the relevant system. Every such payment shall be made in such manner as may be consistent with the
system’s rules and, without prejudice to the generality of the foregoing, may include the sending by the Company or by any person
on its behalf of an instruction to the Operator to credit the cash memorandum account of the holder or joint holders or, if permitted
by the Company, of such person as the holder or joint holders may in writing direct.
131.6 The Company shall not be responsible for any loss of any such cheque, warrant or order and any payment
made in any manner permitted by these Articles shall be at the sole risk of the holder or joint holders. Without prejudice to the generality
of the foregoing, if any such cheque, warrant or order has been, or is alleged to have been, lost, stolen or destroyed, the Board may,
on request of the person entitled thereto, issue a replacement cheque, warrant or order subject to compliance with such conditions as
to evidence and indemnity and the payment of out of pocket expenses of the Company in connection with the request as the Board may think
fit.
131.7 The issue of such cheque, warrant or order, the collection of funds from or transfer of funds by a bank
in accordance with such direct debit or bank transfer or, in respect of shares in uncertificated form, the making of payment in accordance
with the system’s rules, shall be a good discharge to the Company.
132. Receipt by joint holders
132.1 If several persons are registered as joint holders of any share, any one of them may give effectual receipts
for any dividend or other monies payable in respect of the share.
133. Where payment of dividends need not be made
133.1 The Company may cease to send any cheque or warrant through the post or to effect payment by any other
means for any dividend or other monies payable in respect of a share which is normally paid in that manner on that share if in respect
of at least two consecutive dividends payable on that share payment, through no fault of the Company, has not been effected (or, following
one such occasion, reasonable enquiries have failed to establish any new address of the holder) but, subject to these Articles, the Company
shall recommence payments in respect of dividends or other monies payable on that share by that means if the holder or transmittee claims
the arrears of dividend and does not instruct the Company to pay future dividends in some other way.
134. Unclaimed dividends
134.1 All dividends, interest or other sums payable unclaimed for one year after having become due for payment
may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. The retention by the Company of, or
payment into a separate account of, any unclaimed dividend or other monies payable on or in respect of a share into a separate account
shall not constitute the Company a trustee in respect of it. Any dividend, interest or other sum unclaimed after a period of 12 years
from the date when it became due for payment shall be forfeited and shall revert to the Company.
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135. Capitalisation of profits
135.1 Upon the recommendation of the Board, the Company may pass an ordinary resolution to the effect that it
is desirable to capitalise all or any part of any undivided profits of the Company not required for paying any preferential dividend (whether
or not they are available for distribution) or all or any part of any sum standing to the credit of any reserve or fund (whether or not
available for distribution).
135.2 Subject as provided below, the Board may appropriate the sum resolved to be capitalised to the members
who would have been entitled to it if it were distributed by way of dividend and in the same proportions and apply such sum on their behalf
either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or (subject to
approval by ordinary resolution and to any subsisting special rights previously conferred on any shares or class of shares) in paying
up in full shares of any class or debentures of the Company of a nominal amount equal to that sum, and allot the shares or debentures
credited as fully paid to those members, or as they may direct, in those proportions, or partly in one way and partly in the other provided
that:
135.2.1 the Company shall for the purposes of this Article be deemed to be such a member in relation to any shares
held as treasury shares which, if not so held, would have ranked for any such distribution by way of dividend, but only insofar as
the appropriated sum is to be applied in paying up in full shares of the Company; and
135.2.2 the share premium account, the capital redemption reserve, and any reserve or fund representing profits
which are not available for distribution may only be applied in paying up in full shares of the Company.
135.3 The Board may authorise any person to enter on behalf of all the members concerned into an agreement with
the Company providing for the allotment to them respectively, credited as fully paid, of any shares or debentures to which they are entitled
upon such capitalisation and any matters incidental thereto, any agreement made under such authority being binding on all such members.
135.4 If any difficulty arises concerning any distribution of any capitalised reserve or fund, the Board may,
subject to the Statutes and, in the case of shares held in uncertificated form, the system’s rules, settle it as the Board considers
expedient and in particular may issue fractional certificates, authorise any person to sell and transfer any fractions or resolve that
the distribution should be made as nearly as practicable in the correct proportion or may ignore fractions altogether, and may determine
that cash payments shall be made to any members in order to adjust the rights of all parties as the Board considers expedient.
135.5 Where, pursuant to an employees’ share scheme, the Company has granted options to subscribe for
shares on terms which provide (inter alia) for adjustments to the subscription price payable on the exercise of such options or
to the number of shares to be allotted upon such exercise in the event of any increase or reduction in, or other reorganisation of, the
Company’s issued share capital and an otherwise appropriate adjustment would result in the subscription price for any share being
less than its nominal value, then, subject to and in accordance with the provisions of the Statutes, the Board may, on the exercise of
any of the options concerned and payment of the subscription which would have applied had such adjustment been made, capitalise any such
profits or other sum as is mentioned in Article 135.1 to the extent necessary to pay up the unpaid balance of the nominal value of the
shares which fall to be allotted on the exercise of such options and apply such amount in paying up such balance and allot shares fully
paid accordingly. The other provisions of this Article 135 shall apply mutatis mutandis to any such capitalisation except that
the authority of an ordinary resolution of the Company shall not be required.
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135.6 Notwithstanding Articles 135.1 to 135.5, where:
135.6.1 the Board has established a Rights Plan and has granted Rights in accordance therewith as provided in
Articles 153.1 and 153.2 below, and
135.6.2 the Board has exercised any discretion which may be conferred upon it by any Rights Plan so established
to exchange or cause to be exchanged all or part of the Rights (other than Rights held by or on behalf of an Acquiring Person, which would
have become void) for shares,
for the purposes
of giving effect to any such exchange as is referred to in Article 135.6.2, the Board may (without the authority of an ordinary resolution
of the Company):
135.6.3 resolve to capitalise any undistributed profits of the Company not required for paying any preferential
dividend (whether or not they are available for distribution) or any sum standing to the credit of any reserve or other fund of the Company,
including, without limitation, the Company’s share premium account and capital redemption reserve, whether or not available for
distribution, being an amount equal to the nominal amount of the shares which are to be exchanged for the Rights (other than Rights held
by or on behalf of or for the benefit of an Acquiring Person); and
135.6.4 apply that sum in paying up in full shares and allot such shares, credited as fully paid, to the holders
of Rights (other than an Acquiring Person) and/or to a Depositary (including, for the avoidance of doubt, to a nominee of a Depositary)
in exchange for the Rights (other than Rights held by or on behalf of or for the benefit of an Acquiring Person).
135.7 The provisions of Articles 135.3 and 135.4 shall apply mutatis mutandis to any resolution of the Board
pursuant to Article 135.6.2 as they apply to any resolution of the Board pursuant to Article 13.5.1.
136. Authentication of documents
136.1 Any Director or the Secretary or any person appointed by the Board for the purpose shall have power to
authenticate any documents or other information affecting these Articles and any resolutions passed by the Company or the Board or any
committee and any books, records, accounts, documents and other communications relating to the business of the Company and to certify
copies or extracts as true copies or extracts. Anything purporting to be a copy of a resolution, or an extract from the minutes of a meeting,
of the Company, the Board or any committee which is certified as such in accordance with this Article shall be conclusive evidence in
favour of all persons dealing with the Company upon the faith of such copy that such resolution has been duly passed or, as the case may
be, that such minute or extract is a true and accurate record of proceedings at a duly constituted meeting.
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137. Power to choose record date
137.1 Notwithstanding any other provision of these Articles, the Company or the Board may fix any date as the
record date for any dividend, distribution, allotment or issue and such record date may be on or at any time before or after any date
on which the dividend, distribution, allotment or issue is declared, paid or made.
138. Strategic report
138.1 The Company may send or supply copies of its strategic report (with prescribed supplemental material)
to the members, debenture holders and Auditors in place of its annual accounts and reports.
139. Inspection of records
139.1 No member in the capacity of member shall have any right of inspecting any record, book or document of
any description belonging to the Company except as conferred by the Statutes or authorised by the Board or by ordinary resolution of the
Company.
140. Destruction of documents
140.1 Subject to compliance with the system’s rules, the Company may destroy:
140.1.1 any instrument of transfer of shares and any other document on the basis of which an entry is made in
the Register, at any time after the expiration of six years from the date of registration;
140.1.2 any instruction concerning the payment of dividends or other monies in respect of any share or any notification
of change of name or address, at any time after the expiration of two years from the date the instruction or notification was recorded;
and
140.1.3 any share certificate which has been cancelled, at any time after the expiration of one year from the
date of cancellation,
provided that the
Company may destroy any such type of document after such shorter period as the Board may determine if a copy of such document is retained
electronically or by other similar means and is not destroyed earlier than the original might otherwise have been destroyed in accordance
with this Article.
140.2 It shall conclusively be presumed in favour of the Company that every instrument of transfer so destroyed
was a valid and effective instrument duly and properly registered and that every share certificate so destroyed was a valid and effective
document duly and properly cancelled and that every other document so destroyed was a valid and effective document in accordance with
its particulars recorded in the books or records of the Company provided that:
140.2.1 this Article shall apply only to the destruction of a document in good faith and without express notice
that its retention was relevant to any claim (regardless of the parties to the claim);
140.2.2 nothing contained in this Article shall be construed as imposing upon the Company any liability in respect
of the destruction of any such document earlier than the times referred to in this Article or in any case where the conditions of this
Article are not fulfilled; and
140.2.3 references in this Article to the destruction of any document or thing include references to its deletion
or disposal in any manner.
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141. Form of communications
141.1 Except to the extent that these Articles provide otherwise, and subject to compliance with the Statutes,
anything sent or supplied by or to any person, including the Company, under these Articles may be sent or supplied, whether or not because
the Statutes require it to be sent or supplied, in any way (including, except in the case of anything supplied to the Company, by making
it available on a website) in which documents or information required to be sent or supplied may be sent or supplied by or to that person
in accordance with the Companies Act 2006.
141.2 Except insofar as the Statutes require otherwise, the Company shall not be obliged to accept any notice,
document or other information sent or supplied to the Company in electronic form unless it satisfies such stipulations, conditions or
restrictions (including for the purpose of authentication) as the Board thinks fit, and the Company shall be entitled to require any such
notice, document or information to be sent or supplied in hard copy form instead.
141.3 Any notice, document or other communication (including copies of accounts or summary financial statements)
to be given to or by any person pursuant to these Articles (other than a notice calling a meeting of Directors) shall be in writing except
that, if it is in electronic form, it need not be in writing unless these Articles specifically require it to be.
141.4 Subject to the Statutes, the Board may from time to time issue, endorse or adopt terms and conditions
relating to the use of electronic means under these Articles.
141.5 Nothing in these Articles shall prevent the Company from sending or supplying any notice, document or
information in hard copy form instead of in electronic form on any occasion.
142. Communication with joint holders
142.1 In the case of joint holders of a share, all notices, documents or other information shall be given to
the joint holder whose name stands first in the Register in respect of the joint holding and shall be deemed to have been given to all
the joint holders. Any agreement by that holder that notices, documents and other information may be sent or supplied in electronic form
or by being made available on a website shall be binding on all the joint holders.
143. Communication with members in a restricted jurisdiction
143.1 Other than in respect of a Depositary, to which this Article 143.1 shall not apply, a member whose registered
address is within a Restricted Jurisdiction and who sends to the Company an address which is not within a Restricted Jurisdiction at which
a document or information may be sent to them shall be entitled to have the document or information sent to them at that address (provided
that, in the case of a document or information sent by electronic means, including, without limitation, any notification required by the
Statutes that the document or information is available on a website, the Company so agrees, which agreement the Company shall be entitled
to withhold in its absolute discretion including, without limitation, in circumstances in which the Company considers that the sending
of the document or information to such address using electronic means would or might infringe the laws of any other jurisdiction) but
otherwise:
143.1.1 no such member shall be entitled to receive any document or information from the Company; and
143.1.2 without prejudice to the generality of the foregoing, any notice of a general meeting of the Company which
is in fact sent or purports to be sent to such member shall be ignored for the purpose of determining the validity of the proceedings
at such general.
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144. Communications after transmission
144.1 Any notice, document or other information sent or supplied to any member pursuant to these Articles shall,
notwithstanding that the member is then dead or bankrupt or that any other event giving rise to the transmission of the share by operation
of law has occurred and whether or not the Company has notice of the death, bankruptcy or other event, be deemed to have been properly
sent or supplied in respect of any share registered in the name of that member as sole or joint holder.
144.2 Unless agreed otherwise with the relevant transmittee, the Company may send or supply any notice, document
or other information to a transmittee in any manner in which it might have been sent or supplied to the member from whom the transmittee
derives title to the relevant share, and as if the transmittee’s address were the same as the member’s address in the Register
or the electronic address (if any) specified by the member; but the Company shall not be entitled to assume that the address or electronic
address is correct if sending notice to the transmittee under section 793 of the Companies Act 2006.
145. When notice deemed served
145.1 Any notice, document or other information:
145.1.1 if sent by the Company by post or other delivery service shall be deemed to have been received on the
day (whether or not it is a working day) following the day (whether or not it was a working day) on which it was put in the post or given
to the delivery agent and, in proving that it was duly sent, it shall be sufficient to prove that the notice, document or information
was properly addressed, prepaid and put in the post or duly given to the delivery agent;
145.1.2 if sent by the Company by electronic means in accordance with the Statutes shall be deemed to have been
received on the same day that it was sent, and proof that it was sent in accordance with guidance issued by the Chartered Governance Institute
shall be conclusive evidence that it was sent;
145.1.3 if made available on a website in accordance with the Statutes shall be deemed to have been received when
notification of its availability on the website is deemed to have been received or, if later, when it is first made available on the website;
145.1.4 not sent by post or other delivery service but delivered personally or left by the Company at the address
for that member on the Register shall be deemed to have been received on the day (whether or not it was a working day) and at the time
it was so left;
145.1.5 sent or delivered by a relevant system shall be deemed to have been received when the Company (or a sponsoring
system-participant acting on its behalf) sends the issuer instructions relating to the notice, document or information;
145.1.6 sent or supplied by the Company by any other means agreed by the member concerned shall be deemed to have
been received when the Company has duly performed the action it has agreed to take for that purpose; and
145.1.7 to be given by the Company by advertisement shall be deemed to have been received on the day on which
the advertisement appears.
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146. Record date for communications
146.1 Any notice, document or information may be sent or supplied by the Company by reference to the Register
as it stands at any time not more than 21 days before the day it was sent or supplied. No change in the Register after that time shall
invalidate the delivery of that notice, document or information, and every transmittee or other person not on the Register in relation
to a particular share at that time who derives any title or interest in the share shall be bound by the notice, document or information
without the Company being obliged to send or supply it to that person.
147. Loss of entitlement to receive communications
147.1 If on two consecutive occasions notices, documents or information have been sent to any member at the
registered address or the member’s address (including an electronic address) for the service of notices but, through no fault of
the Company, have been undelivered, such member shall not from then on be entitled to receive notices, documents or other information
from the Company until the member has notified to the Company in writing a new address to be either the member’s registered address
or the member’s address (including an electronic address) for the service of notices.
148. Notice when post not available
148.1 Subject to the Statutes, if at any time postal services are suspended or curtailed so that the Company
is unable effectively to convene a general meeting or a meeting of the holders of any class of shares in its capital by notice sent through
the post, the Board may decide that the only members to whom notice of the meeting must be sent are those to whom notice to convene the
meeting can validly be sent by electronic means and those to whom notification as to the availability of the notice of meeting on a website
can validly be sent by electronic means. In any such case the Company shall also advertise the meeting in at least two national daily
newspapers published in the United Kingdom. If at least six clear days prior to the meeting the giving of notices by post to addresses
throughout the United Kingdom has, in the Board’s opinion, become practicable, the Company shall send confirmatory copies of the
notice by post or such other manner as is permitted under these Articles to the persons entitled to receive them when postal services
are running normally.
148.2 At any time that postal services are suspended or curtailed, any other notice or information considered
by the Board to be capable of being supplied by advertisement shall, if advertised in at least one such newspaper, be deemed to have been
notified to all members and transmittees to whom it would otherwise have been supplied in hard copy form.
149. Liquidation Preference and Distribution in specie on winding up
149.1 Subject to Article 149.2, if the Company is wound up, the liquidator may, with the sanction of a special
resolution of the Company and any other sanction required by law, divide among the members in specie the whole or any part of the assets
of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the members
or different classes of members. The liquidator may, with such sanction, vest the whole or any part of the assets in trustees upon such
trusts for the benefit of members as the liquidator with such sanction determines, but no member shall be compelled to accept any assets
upon which there is a liability.
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149.2 On a distribution of assets on a liquidation or a return of capital (other than a conversion, redemption,
buyback or purchase of shares) the surplus assets of the Company remaining after payment of its liabilities shall be applied (to the extent
that the Company is lawfully permitted to do so):
149.2.1 first in paying to the holders of the Class B Shares, if any, a total of $1.00 for the entire class of
Class B Shares (which payment shall be deemed satisfied by payment to any one holder of Class B Shares);
149.2.2 second in paying to the holders of the Deferred Shares, if any, a total of $1.00 for the entire class
of Deferred Shares (which payment shall be deemed satisfied by payment to any one holder of Deferred Shares); and
149.2.3 the balance of the surplus assets (if any) shall be distributed among the holders of ordinary shares pro
rata to the number of ordinary shares held.
150. Indemnity and provision of funds
150.1 Subject to, and to the extent not avoided by, the Statutes but without prejudice to any indemnity to which
the person may otherwise be entitled:
150.1.1 any person who is or was at any time a director, secretary or other officer (unless the office is or was
as auditor) of the Company or of any of its present or former subsidiary undertakings may be indemnified out of the assets of the Company
to whatever extent the Board may determine against any costs, charges, expenses, losses and liabilities sustained or incurred by the person
in the actual or purported execution of duties or in the exercise or purported exercise of powers or otherwise in connection with the
person’s office, whether or not sustained or incurred in connection with any negligence, default, breach of duty or breach of trust
by the person in relation to the Company or the relevant undertaking; and
150.1.2 the Board shall have power to provide funds to meet any expenditure incurred or to be incurred by any
such person in mounting a defence in any criminal or civil proceeding in connection with any alleged negligence, default, breach of duty
or breach of trust by the person in relation to the Company or any such undertaking, or any investigation, or action proposed to be taken,
by a regulatory authority in that connection, or for the purposes of any application under the Companies Act 2006, or in order to enable
the person to avoid incurring any such expenditure.
151. Power to insure
151.1 The Board may purchase and maintain insurance at the expense of the Company for the benefit of any person
who is or was at any time a director or other officer (unless the office is or was as auditor) or employee of the Company or of any present
or former subsidiary undertaking of the Company or of any body corporate in which the Company has or had an interest (whether direct or
indirect) or who is or was at any time a trustee of any pension fund or employee benefits trust in which any employee of the Company or
of any such undertaking or body corporate is or has been interested, indemnifying such person against any liability which may attach to
that person, and any loss or expenditure which the person may incur, in relation to anything actually or allegedly done or omitted to
be done by the person as a director, officer, employee or trustee, whether or not it involves any negligence, default, breach of duty
or breach of trust by the person in relation to the Company or the relevant undertaking, body corporate, fund or trust.
152. Disputes
152.1 The governing law of the articles is English law and the articles shall be interpreted in accordance with
English law.
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152.2 Unless the Company by ordinary resolution consents to the selection of an alternative forum in the United
States, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a
cause of action arising under the Securities Act or the Exchange Act.
152.3 Save in respect of any cause of action arising under the Securities Act or the Exchange Act, any proceeding,
suit or action (including with respect to non-contractual disputes or claims):
152.3.1 between a shareholder in that shareholder’s capacity as such and the Company and/or its directors
arising out of or in connection with the Articles or otherwise;
152.3.2 to the fullest extent permitted by law, between the Company and any of its directors in their capacities
as such or as employees of the Company, including all claims made by or on behalf of the Company against its directors; and/or
152.3.3 between a shareholder in that shareholder’s capacity as such and the Company’s professional
service providers,
shall only be brought
in the courts of England and Wales.
152.4 Damages alone may not be an adequate remedy for any breach of this Article 152, so that in the event of
a breach or anticipated breach, the remedies of injunction and/or an order for specific performance would in appropriate circumstances
be available.
152.5 To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding
any interest in the share capital of the Company shall be deemed to have notice of and consented to the provisions of this Article 152.
152.6 If this Article 152 or any part of it shall be held to be invalid, illegal or unenforceable as applied
to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality
and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article 152 and the application
of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.
153. Depositary arrangements
153.1 Subject to Article 153.2, the directors may make arrangements for the transfer of all or any shares in
connection with the listing on the Relevant Exchange (the “U.S. Listing”) becoming effective such that the legal title
to (but not the beneficial ownership of) any and each share shall be transferred (and any outstanding share certificate(s) in respect
thereof shall be automatically cancelled) without any further action by the shareholder of the Company registered as the holder of such
shares immediately prior to the U.S. Listing (the “Relevant Shareholder”) (in the manner set out in Article 153.4)
to an Approved Depositary (or such other depositary nominee as the Approved Depositary may nominate), against which the Approved Depositary
shall (in its capacity as depositary) issue to Computershare Trust Company, N.A. acting in its capacity as election agent (the “Election
Agent”) (or such other person as the directors may nominate) Depositary Receipts each representing such shares to be held on
behalf of such Relevant Shareholder subject to the terms of the Deposit Agreement.
153.2 Nothing in Article 153.1 shall apply to any share held by Affiliate Shareholders upon or immediately prior
to the effectiveness of the U.S. Listing, the legal title to which shall, immediately upon the effectiveness of the U.S. Listing, be transferred
(and any outstanding share certificate(s) in respect thereof shall be automatically cancelled) (without any further action by such Affiliate
Shareholder or the Company) to the Approved Depositary (or to such other depositary nominee as the Approved Depositary may nominate),
against which the Approved Depositary shall (in its capacity as depositary) issue to each Affiliate Shareholder Depositary Receipts each
representing such shares and the Affiliate Shareholders will be deemed to agree to, and will be bound by, the terms and conditions of
the Depositary Receipts issued by the Approved Depositary in accordance with the Deposit Agreement.
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153.3 Following the exercise of the powers in Articles 153.1 and 153.2:
153.3.1 all mandates, preferences, elections and instructions of shareholders as regards their holding of shares
relating to the payment currency of dividends which are in force immediately prior to the effectiveness of the U.S. Listing will no longer
be valid; and
153.3.2 instructions of shareholders regarding their holding of shares (or entitlements thereto) relating to notices
and other communications which are in force immediately prior to the effectiveness of the U.S. Listing will no longer be valid.
153.4 The Board may appoint any Director or any other person as attorney and/or agent for a shareholder to execute
and deliver as transferor one or more forms of transfer or instructions of transfer on behalf of the Relevant Shareholder or Affiliate
Shareholder (as the case may be) in favour of Approved Depositary (or to such other depositary nominee as the Approved Depositary may
nominate) and do all such other things and execute and deliver all such documents as may in the opinion of the board or any attorney and/or
agent appointed by it be necessary or desirable to give effect to the arrangements described in this Article 153 (including, without limitation,
implementing one or more transfers of shares to the Approved Depositary (or to such other depositary nominee as the Approved Depositary
may nominate) as contemplated in Article 153.1).
153.5 The Board may from time to time take such actions and do such things as they may, in their absolute discretion,
think fit in relation to the operation of any such arrangements under this Article 153 including, without limitation, treating a Depositary
Receipt holder or a beneficial owner of such Depositary Receipts as if it were a holder directly of the shares or interest in shares represented
thereby for the purposes of these Articles.
154. Rights Plan
154.1 Subject to the provisions of the Statutes, the Board may exercise any power of the Company to establish
a shareholder rights plan (a “Rights Plan”), including the execution of any document relating to the adoption and/or
implementation (or both) of the Rights Plan. The Rights Plan shall be in a form which is consistent with the terms that are described
in the Summary of Terms in the Appendix to these Articles or such other terms, having taken into consideration any relevant guidelines
published by proxy advisory firms, as are consistent with market practice.
154.2 Subject to the provisions of the Statutes, the Board may exercise any power of the Company to grant rights
to subscribe for shares of the Company and/or to acquire shares of the Company, in accordance with the Rights Plan (the “Rights”).
154.3 The purposes for which the Board shall be entitled to establish the Rights Plan and to grant Rights in
accordance therewith, as provided in Articles 154.1 and 154.2, shall include (without limitation), in the opinion of the majority of the
Board present at a duly convened meeting, acting in good faith and on such grounds as the Board shall consider reasonable, irrespective
of whether such grounds would be considered reasonable by any other party with or without the benefit of hindsight, improving the likelihood
of any or all of the following:
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154.3.1 any process which may result in an acquisition or change of Control of the Company is conducted in an
orderly manner;
154.3.2 all members of the Company will be treated equally and fairly and in a similar manner;
154.3.3 an optimum price for ordinary shares would be received by or on behalf of all holders thereof;
154.3.4 the success of the Company would be promoted for the benefit of its members as a whole, having regard
to the matters in section 172 of the Companies Act;
154.3.5 the long-term interests of the Company, its employees, its members and its business would be safeguarded;
154.3.6 the Company would not suffer serious economic harm; and/or
154.3.7 the Board would have additional time to gather relevant information or pursue appropriate strategies.
154.4 Subject to the provisions of the Statutes, the Board may determine not to redeem the Rights and accordingly
exercise any power of the Company to:
154.4.1 allot shares pursuant to the exercise of the Rights; or
154.4.2 exchange or cause to be exchanged all or any part of the Rights,
in each case other
than the Rights of an Acquiring Person, for shares (an “Exchange”) in each case in accordance with the Rights Plan.
The purposes for which the Board shall be entitled not to redeem the Rights, and accordingly to exercise any power of the Company to allot
shares or effect an Exchange, shall include (without limitation) where, in the opinion of the majority of the Board members present at
a duly convened meeting, acting in good faith and on such grounds as the Board shall consider reasonable, irrespective of whether such
grounds would be considered reasonable by any other party with or without the benefit of hindsight, not to redeem the Rights and accordingly
to exercise any power of the Company to effect an Exchange or to allot shares, would improve the likelihood that:
154.4.2.1 the use of abusive tactics by any person in connection with any potential acquisition or change of Control
of the Company would be prevented;
154.4.2.2 any potential acquisition or change of Control of the Company which would be unlikely to treat all members
of the Company equally and fairly and in a similar manner would be prevented;
154.4.2.3 any potential acquisition or change of Control of the Company at a price which would undervalue the Company
or its shares would be prevented;
154.4.2.4 any potential acquisition or change of Control of the Company which would not be likely to promote the
success of the Company for the benefit of its members as a whole, having regard to the matters in section 172 of the Companies Act, would
be prevented;
154.4.2.5 the long-term interests of the Company and/or its members, its employees and its business would be safeguarded;
or
154.4.2.6 the Company would not suffer serious economic harm,
or all or any of
the above.
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154.5 For the purposes of Articles 154.1 to 154.4:
154.5.1 a person shall be treated as entitled to acquire anything which he or she is entitled to acquire at a
future date, or will at a future date be entitled to acquire, irrespective of whether such future acquisition is contingent upon satisfaction
of any conditions precedent;
154.5.2 there shall be attributed to any person (other than a Depositary) any rights or powers of a nominee of
him or her, that is to say, any rights or powers which another person possesses on his or her behalf or may be required to exercise on
his or her direction or behalf (including rights or powers of a nominee possessed or exercisable by the nominee on behalf of such person);
154.5.3 “Acquiring Person” means a person having Control of the Company as determined by the
Board in its absolute discretion;
154.5.4 “beneficial ownership” of any person or group of affiliated or associated persons shall
have the meaning given to such term under the U.S. federal securities laws, including the Exchange Act, and shall mean the notional securities
underlying any derivatives contract held by the person or group in question (whether to be settled in cash, shares or others);
154.5.5 “Control” means that a person, alone or with (I) a group of affiliated or associated
persons, (II) anyone with whom he or she is acting in concert, or (III) both, exercises, or is able to exercise or is entitled to acquire,
the direct or indirect power to direct or cause the direction of the management and policies of the Company, whether through the ownership
of voting securities, by contract or otherwise, and in particular, but without prejudice to the generality of the preceding words, if
he, alone or with (x) a group of affiliated or associated persons, (y) anyone with whom he or she is acting in concert, or (z) both, possesses
or is entitled to acquire:
154.5.5.1 beneficial ownership of fifteen (15) per cent. or more of the voting rights attributable to the capital
of the Company which are exercisable at a general meeting of the Company;
154.5.5.2 such percentage of the issued share capital of the Company as would, if the whole of the income or assets
of the Company were in fact distributed among the members (without regard to any rights which he or she or any other person has as a loan
creditor), entitle him or her to receive fifteen (15) per cent. or more of the income or assets so distributed; or
154.5.5.3 such rights as would, in the event of the winding-up of the Company or in any other circumstances, entitle
him or her to receive fifteen (15) per cent or more of the assets of the Company which would then be available for distribution among
the members;
154.5.6 “group of affiliated or associated persons” shall have the meaning given to such terms
under the Exchange Act; and
154.5.7 “person” means, without limitation, any individual, firm, body corporate, unincorporated
association, government, state or agency of state, association, joint venture or partnership, in each case whether or not having a separate
legal personality provided that any reference to a person shall not include a person providing depositary or clearance services or a nominee
of such person.
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Appendix
SUMMARY OF TERMS
RIGHTS TO PURCHASE SHARES OF NEWCLEO PLC
Subject to the provisions of the Companies Act
2006 and every other enactment from time to time in force concerning companies (including any orders, regulations or other subordinate
legislation made under the Companies Act 2006 or any such other enactment), so far as they apply to or affect newcleo plc (the “Company”),
the board of directors of the Company (the “Board”) may exercise any power of the Company to establish a shareholders
rights plan (the “Rights Plan”). The Rights Plan shall be in a form which is consistent with the terms that are described
in this Summary of Terms or such other terms, having taken into consideration any relevant guidelines published by proxy advisory firms,
as are consistent with market practice.
Pursuant to the Rights Plan, the Board would declare
and issue one share purchase right (a “Right”) for each outstanding voting share in the capital of the Company (each
a “Voting Share”). Each Right would entitle the registered holder, upon payment to the Company of the price per Right
specified in the Rights Plan, to have delivered to such holder one (1) Voting Share of the same class as the Voting Shares in respect
of which the Right was issued or one (1) share of any other class or series as specified in the Rights Plan (a “Share”),
subject to adjustment.
Until the earlier to occur of (i) ten (10) days
following a public announcement that a person or group of affiliated or associated persons or persons acting in concert (a “group”)
has acquired beneficial ownership of fifteen (15) per cent. or more of the outstanding Voting Shares (such person or group, unless the
Board determines in its absolute discretion otherwise, an “Acquiring Person”) and (ii) 10 days (or such later date
as may be determined by action of the Board prior to such time as any person or group were to become an Acquiring Person) following the
commencement of, or announcement of an intention to make, a takeover offer by a person or group the consummation of which would result
in the beneficial ownership of fifteen (15) per cent. or more of the outstanding Voting Shares being acquired by that person or group
(the earlier of such dates being called the “Distribution Date”), each Right would be associated with an individual
Voting Share and the Rights would be transferred with and only with the Voting Shares.
After the Distribution Date, separate certificates
evidencing the Rights (“Right Certificates”) would be mailed to (or credited to the account of) holders of record of
the Shares as of the close of business on the Distribution Date. Such separate Right Certificates alone would then evidence the Rights
and the Rights would then be separately transferable.
The Rights would not be exercisable until the
Distribution Date. The Rights would expire on a date to be specified in the Rights Plan, which date is not to exceed three (3) years from
the Distribution Date (the “Expiry Date”), unless the Rights were earlier redeemed or exchanged by the Company.
After the Distribution Date, each holder of a
Right, other than Rights held by or on behalf of any Acquiring Person (which would thereupon become void), would thereafter have the right
to receive upon exercise of a Right that number of Voting Shares having a value (as determined by the Rights Plan) of two (2) times the
exercise price for the Right.
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If, after a person or group were to become an
Acquiring Person, the Company were to be acquired by a third party (including an Acquiring Person) including, without limitation, by way
of merger, amalgamation or other business combination transaction, or by acquisition of fifty (50) per cent. or more of the Company’s
assets, cash flow or earning power, proper provisions would be made so that each holder of a Right (other than Rights held by or on behalf
of an Acquiring Person, which would have become void) would thereafter have the right to receive upon the exercise of a Right that number
of shares of such third party (including an Acquiring Person) or its parent that at the time of such acquisition would have a value (as
determined by the Rights Plan) of two (2) times the exercise price of the Right.
At any time after any person or group were to
become an Acquiring Person and prior to the earlier of one of the events described in the previous paragraph or acquisition by such Acquiring
Person of an interest in fifty (50) per cent. or more of the outstanding Voting Shares, the board would have the authority to exchange
or cause to be exchanged the Rights (other than Rights held by or on behalf of such Acquiring Person, which would have become void), in
whole or in part, for Shares at an exchange ratio of one Share per Right, subject to the receipt of any consideration required by applicable
law to be received by the Company in respect of the same.
At any time until ten (10) days following the
first public announcement that any person or group has become an Acquiring Person, the board would have the authority to redeem the Rights
in whole, but not in part, at a price per Right to be specified in the Rights Plan (the “Redemption Price”).
So long as the Rights are redeemable, the Board
would have the authority, except with respect to the Redemption Price, to amend the Rights Plan in any manner, subject to applicable law
and any restrictions set forth in the Articles of the Company. After any person or group became an Acquiring Person, the Board would have
the authority, except with respect to the Redemption Price, to amend the Rights Plan in any manner that would not adversely affect the
interests of holders of the Rights (other than Rights held by or on behalf of any Acquiring Person, which would have become void) or shorten
or lengthen any time period under the Rights Plan (other than the Expiry Date or the time period within which redemption can occur).
Before the exercise of a Right, a Right would
not entitle the holder thereof to any rights as a shareholder of the Company including, without limitation, the right to vote or receive
dividends in respect of such Right.
F-70
EX-10.1 — SPONSOR SUPPORT AGREEMENT, DATED AS OF MAY 26, 2026, BY AND AMONG NEWHOLD INDUSTRIAL TECHNOLOGY III LLC, NEWHOLD INVESTMENT CORP III, NEWCLEO LTD. AND THE DIRECTORS AND OFFICERS OF THE SPAC SET FORTH ON SCHEDULE A THERETO
EX-10.1
Filename: ea029209701ex10-1.htm · Sequence: 3
Exhibit 10.1
SPONSOR SUPPORT AGREEMENT
This Sponsor Support Agreement
(this “Sponsor Support Agreement”) is dated as of May 26, 2026 and is entered into by and among NewHold Industrial
Technology III LLC, a Delaware limited liability company (“Sponsor”), NewHold Investment Corp III, a Cayman Islands
exempted company with limited liability (“SPAC”), NewCleo Ltd., a private limited company incorporated under the Laws
of England and Wales (the “Company”), and the directors and officers of SPAC set forth on Schedule A hereto
(such individuals, together with Sponsor, each, a “Sponsor Shareholder” and collectively, the “Sponsor Shareholders”).
Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement
(as defined below).
RECITALS
WHEREAS, as of the date hereof,
the Sponsor Shareholders are the holders of record and the “beneficial owners” (within the meaning of Rule 13d-3 under the
Exchange Act) of the number of SPAC Warrants, SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares set forth opposite their respective
names on Schedule A hereto (together with any other Equity Securities (as defined below) of SPAC (or any securities convertible
into or exercisable or exchangeable for the Equity Securities of SPAC) held or acquired by such Sponsor Shareholders between the date
of this Sponsor Support Agreement and the earlier of the Closing or the termination of this Sponsor Support Agreement in accordance with
its terms, collectively, the “Subject Shares”);
WHEREAS, contemporaneously
with the execution and delivery of this Sponsor Support Agreement, SPAC, the Company, newcleo1 Ltd., a Cayman Islands exempted company
limited by shares and a direct wholly owned subsidiary of the Company (“Merger Sub 1”), and newcleo2 Ltd., a Cayman
Islands exempted company limited by shares and a direct wholly owned subsidiary of the Company (“Merger Sub 2”), have
entered into a Business Combination Agreement (as amended, restated, modified or supplemented from time to time, the “Business
Combination Agreement”);
WHEREAS, upon the terms and
subject to the conditions of the Business Combination Agreement and in accordance with the applicable provisions of the Cayman Companies
Act (Revised), the parties thereto desire to consummate a business combination transaction, whereby (a) at the First Merger Effective
Time, Merger Sub 1 will merge with and into SPAC, and as a result of which the separate corporate existence of Merger Sub 1 will cease
and SPAC will continue as the surviving company in such merger and as a wholly owned subsidiary of the Company and (b) at the Second
Merger Effective Time, the First Merger Surviving Company will merge with and into Merger Sub 2, and as a result of which the separate
corporate existence of the First Merger Surviving Company will cease and Merger Sub 2 will continue as the surviving company in such merger
and as a wholly owned subsidiary of the Company (the transactions described in the foregoing clauses (a) and (b), together with the other
Transactions, the “Mergers” or the “Business Combination Transaction”);
WHEREAS, as set forth in greater
specificity in the Business Combination Agreement, SPAC, Sponsor, and Company intend that the Mergers, taken together, qualify as a “reorganization”
within the meaning of Section 368(a)(1)(A) of the Code, and by entering into the Business Combination Agreement are adopting a “plan
of reorganization” for purposes Section 368 and other related provisions of the Code and the Treasury Regulations promulgated thereunder,
and the Parties hereby incorporate this Sponsor Support Agreement into such plan of reorganization; and
WHEREAS, as a condition and
inducement to the Company’s willingness to enter into the Business Combination Agreement and to consummate the Transactions, the
parties desire to agree to certain matters as set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration
of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Sponsor Support Agreement,
and intending to be legally bound hereby, the parties hereto hereby agree as follows:
ARTICLE
I
Sponsor Support Agreement; Covenants
Section 1.01. Binding
Effect of Business Combination Agreement. Each Sponsor Shareholder hereby acknowledges that it has read the Business Combination
Agreement and this Sponsor Support Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor Shareholder
hereby agrees (i) to be bound by and comply with Sections 7.6 (No Solicitation by SPAC), 7.8 (Support of Transaction), and
10.12 (Publicity) of the Business Combination Agreement (and any relevant definitions contained in any such Sections of the Business
Combination Agreement), mutatis mutandis, as if such Sponsor Shareholder was an original signatory to the Business Combination
Agreement (as the SPAC) with respect to such provisions and (ii) that such Sponsor Shareholder shall provide to (A) SPAC and its Representatives
any information regarding such Sponsor Shareholder or the Subject Shares that is reasonably requested by SPAC or its Representatives and
is required in order for SPAC to comply with Sections 7.7 (Preparation of Registration Statement/Proxy Statement/Prospectus; Shareholders’
Meetings and Approvals), 7.8 (Support of Transaction), 7.9 (Regulatory Authorizations; Other Filings) and 7.15 (SPAC
Public Filings) of the Business Combination Agreement (and any relevant definitions contained in any such Sections of the Business
Combination Agreement) or otherwise in connection with any application or filing made or any approval sought in connection with the Transactions
(including filings with the SEC) and (B) the Company and its Representatives any information regarding such Sponsor Shareholder or the
Subject Shares that is reasonably requested by the Company or its Representatives and is required in order for the Company to comply with
Sections 7.7 (Preparation of Registration Statement/Proxy Statement/Prospectus; Shareholders’ Meetings and Approvals), 7.9
(Regulatory Authorizations; Other Filings) and 7.16 (Company Securities Listing) of the Business Combination Agreement (and
any relevant definitions contained in any such Sections of the Business Combination Agreement) or otherwise in connection with any application
or filing made or any approval sought in connection with the Transactions (including filings with the SEC).
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Section 1.02. New
Shares. In the event that after the execution of this Sponsor Support Agreement and prior to the Expiration Time (as
defined below) (a) any SPAC Ordinary Shares, SPAC Warrants or other Equity Securities of SPAC are issued to any Sponsor
Shareholder pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange of, on or
affecting the SPAC Ordinary Shares or SPAC Warrants owned by such Sponsor Shareholder, or pursuant to any anti-dilution right or
otherwise, (b) any Sponsor Shareholder purchases or otherwise acquires beneficial ownership of any SPAC Ordinary Shares, SPAC
Warrants or other Equity Securities of SPAC, or (c) any Sponsor Shareholder acquires the right to vote or share in the voting of any
SPAC Ordinary Shares or other Equity Securities of SPAC (any such SPAC Ordinary Shares, SPAC Warrants or other Equity Securities of
SPAC described in clauses (a) through (c), collectively the “New Securities”), then such New Securities issued
to, acquired by or purchased by the Sponsor Shareholders, as applicable, shall be subject to the terms of this Sponsor Support
Agreement to the same extent as if they constituted the SPAC Ordinary Shares or SPAC Warrants owned by such Sponsor Shareholder
respectively, as of the execution hereof (and shall constitute Subject Shares for all purposes hereof).
Section 1.03. Closing
Date Deliverables. On the Closing Date, the Sponsor Shareholders shall deliver to SPAC and the Company a duly executed counterpart
of the Registration Rights Agreement.
Section 1.04. Sponsor
Shareholder Agreements.
(a) At
any general meeting of the shareholders of SPAC, however called, or at any adjournment or postponement thereof, or in any other circumstance
in which the vote, consent or other approval of the shareholders of SPAC is sought from the date hereof until the earlier of (x) the Closing
and (y) such date and time as the Business Combination Agreement is terminated in accordance with Section 9.1 thereof (the earlier of
(x) and (y), the “Expiration Time”), each Sponsor Shareholder shall (i) appear at each such general meeting in person
or by proxy or otherwise and, in any case, cause all of its Subject Shares to be counted as present thereat for purposes of calculating
a quorum and (ii) vote (or cause to be voted), or execute and deliver a written resolution (or cause a written resolution to be executed
and delivered) covering, all of its Subject Shares:
(i) in
favor of each of the SPAC Shareholder Approval Matters;
(ii) against
any Business Combination Proposal or any proposal relating to a Business Combination Proposal (in each case, other than the SPAC Shareholder
Approval Matters);
(iii) against
any merger agreement, business combination agreement, merger, amalgamation, share exchange, asset acquisition, share purchase, scheme
of arrangement, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or
winding up of or by SPAC or any public offering of any Equity Securities of SPAC (other than the SPAC Shareholder Approval Matters);
3
(iv) against
any change in the business, management or board of directors of SPAC (other than in connection with the SPAC Shareholder Approval Matters);
(v) against
any proposal, action or agreement that would or would reasonably be expected to (A) impede, interfere with, delay, frustrate, prevent,
result in termination or failure to consummate of, or nullify any provision of, this Sponsor Support Agreement, the Business Combination
Agreement or any other Transaction Agreement or the Transactions, (B) result in a breach in any respect of any covenant, representation,
warranty or any other obligation or agreement of any Sponsor Shareholder under this Sponsor Support Agreement or of SPAC under the Business
Combination Agreement or any other Transaction Agreement, (C) result in any of the conditions set forth in Article VIII of the Business
Combination Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights
of any class of share capital of, SPAC; and
(vi) for
any proposal to adjourn or postpone the applicable general meeting of the shareholders of SPAC to a later date if (and only if) there
are not sufficient votes for approval of the SPAC Shareholder Approval Matters.
(b) Without
limiting the generality of the foregoing Section 1.04(a), except as contemplated by the Business Combination Agreement, any other
Transaction Agreement or the Transactions, each Sponsor Shareholder hereby agrees, from and after the execution of this Sponsor Support
Agreement (and, in the case of clauses (i) and (ii) below, until the Expiration Time):
(i) not
to deposit any of the Subject Shares in a voting trust or subject any of the Subject Shares to any arrangement or agreement with respect
to the voting of such Subject Shares unless specifically requested to do so by the Company in writing in connection with the Business
Combination Agreement, the other Transaction Agreements or the Transactions;
(ii) not
to make a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC) of any equity
interests of other shareholders of SPAC against any SPAC Shareholder Approval Matters or for any Business Combination Proposal (other
than the SPAC Shareholder Approval Matters) in connection with any vote of the shareholders of SPAC;
(iii) not
to commence or participate in any claim, derivative or otherwise, against the Company, SPAC or any of their respective Affiliates, directors
or officers (A) challenging the validity of, or seeking to enjoin the operation of, any provision of this Sponsor Support Agreement, the
Business Combination Agreement, any other Transaction Agreement or the Transactions, (B) alleging a breach of any fiduciary duty of the
board of directors or officers of SPAC or the Company or any of their Affiliates in connection with this Sponsor Support Agreement, the
SPAC Shareholder Approval, the Business Combination Agreement, any other Transaction Agreement or the Transactions or (C) relating to
the negotiation, execution or delivery of this Sponsor Support Agreement, the Business Combination Agreement, any other Transaction Agreement
or the Transactions; and
4
(iv) not
take, or commit or agree to take, any action inconsistent with Section Section
1.04(a) or the foregoing in this Section 1.04(b).
(c) Until
the Expiration Time, the Sponsor Shareholders shall not modify or amend any Contract between or among any Sponsor Shareholder or any of
their respective Affiliates (other than SPAC), on the one hand, and SPAC, on the other hand, without the prior written consent of the
Company, including, but not limited to, the Contracts set forth on Schedule B hereto.
Section 1.05. No
Transfer. From the date of this Sponsor Support Agreement until the Expiration Time, each Sponsor Shareholder shall not, directly
or indirectly, (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase
or otherwise transfer, assign, dispose of or agree to transfer, assign or dispose of, directly or indirectly, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and
the rules and regulations of the SEC promulgated thereunder, with respect to, any Subject Shares, (b) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether
any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention
to effect any transaction specified in the immediately preceding clauses (a) or (b) (any of the actions specified in the immediately preceding
clauses (a) to (c), a “Transfer”), other than pursuant to the Mergers and in accordance with this Sponsor Support Agreement
and the other Transaction Agreements. Notwithstanding the foregoing, such Sponsor Shareholder may make Transfers of the Subject Shares
(A) pursuant to and in accordance with this Sponsor Support Agreement, (B) upon the prior written consent of the Company and SPAC, (C)
in the case of an individual, by gift to a member of one of the individual’s immediate family, to a trust or other fiduciary entity,
the beneficiary of which is a member of the individual’s immediate family, (D) in the case of an individual, by virtue of laws of
descent and distribution upon death of the individual, (E) in the case of an individual, pursuant to a qualified domestic relations order,
(F) in the case of an individual, pursuant to a charitable gift or contribution, (G) in the case of an entity, by virtue of such Sponsor
Shareholder’s Governing Documents upon liquidation or dissolution of such Sponsor Shareholder and (H) to any Affiliate of such Sponsor
Shareholder (each of the transferees described in clauses (A)–(H), a “Permitted Transferee”); provided
that, in each case of clauses (A) through
(H), the power to vote (including, without limitation, by proxy or power of attorney) and otherwise fulfill such Sponsor Shareholder’s
obligations under and in accordance with this Sponsor Support Agreement is not relinquished, modified or limited in any manner in or as
a result of any such Transfer, and as a condition to the effectiveness of any such Transfer, the transferee thereof shall enter into a
written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Sponsor Support
Agreement to the same extent as such transferring Sponsor Shareholder was with respect to such transferred Subject Shares; provided,
further, that in the case of clauses (D),
(E) or (F),
the transferee thereof will not be required to assume voting obligations if the transferee’s assumption of such obligations would
violate any applicable Laws, including any securities Laws, or would reasonably be expected to materially delay or impede the Registration
Statement or Proxy Statement being declared effective under the Securities Act. Any action attempted to be taken in violation of the foregoing
in this Section 1.05 will be null and void ab initio.
5
Section 1.06. Waiver
of Appraisal and Dissenters’ Rights. Each Sponsor Shareholder hereby irrevocably waives, and agrees not to exercise,
assert or claim, to the fullest extent permitted by applicable Law, any dissenters’ rights under Section 238 of the Cayman Act and
any other similar statute in connection with the Transactions and the Business Combination Agreement.
Section 1.07. Waiver
of Anti-Dilution Protection. Each Sponsor Shareholder hereby irrevocably waives, and agrees not to exercise, assert or claim,
to the fullest extent permitted by applicable Law, all anti-dilution and similar rights that would otherwise result in SPAC Class B Ordinary
Shares held by Sponsor converting into shares of SPAC Class A Ordinary Shares and/or Company Ordinary Shares on a greater than one-for-one
basis in connection with the Transactions pursuant to Article 17 of the SPAC Articles or otherwise.
Section 1.08. No
Redemption. Each Sponsor Shareholder hereby irrevocably and unconditionally agrees that, from the date hereof and until the
Expiration Time, such Sponsor Shareholder shall not elect to cause SPAC to redeem any Subject Shares, or submit or surrender any of its
Subject Shares for redemption, in connection with the Transactions.
Section 1.09. No
Inconsistent Agreements. Each Sponsor Shareholder hereby represents and covenants that such Sponsor Shareholder (a) has not
entered into, and shall not enter into, any agreement or undertaking that would restrict, limit or interfere with, or that is otherwise
inconsistent with, or would adversely affect, or prohibit or prevent from satisfying, the ability to perform or satisfy any party’s
obligations under this Sponsor Support Agreement or the Company’s or the SPAC’s ability to perform or satisfy any obligation
under the Business Combination Agreement or any other Transaction Agreement, or that is otherwise inconsistent with such Sponsor Shareholder’s
obligations hereunder, including any voting agreement or voting trust with respect to any of the Subject Shares, and (b) has not granted,
and shall not grant, a proxy or power of attorney with respect to any of the Subject Shares that is inconsistent with such Sponsor Shareholder’s
obligations hereunder.
Section 1.10. Related
Party Arrangements. Except as expressly contemplated by the Business Combination Agreement, no Sponsor Shareholder shall receive from
the SPAC any finder’s fee, reimbursement, consulting fee or other monies in respect of any repayment of a loan or other compensation
prior to, or in connection with, the consummation of the Mergers. No loan made by any Sponsor Shareholder to the SPAC will be converted
into SPAC Ordinary Shares, SPAC Warrants or any other Equity Securities of SPAC.
Section 1.11. Consent
to Disclosure. Each Sponsor Shareholder hereby consents to the publication and disclosure in the Registration Statement and the Proxy
Statement/Prospectus (and, as and to the extent otherwise required by applicable securities Laws or the SEC or any other securities authorities,
including in any other documents or communications provided by SPAC or the Company to any Governmental Authority or to securityholders
of SPAC), to the extent such publication and disclosure is required by applicable
security Laws or the SEC or any other securities authorities, of such Sponsor Shareholder’s identity and beneficial ownership of Subject Shares and the nature of such Shareholder’s
commitments, arrangements and understandings under and relating to this Sponsor Support Agreement and, if deemed appropriate by SPAC or
the Company, a copy of this Sponsor Support Agreement.
6
Section 1.12. Waiver
and Release of Claims. Each Sponsor Shareholder covenants and agrees as follows:
(a) Subject
to and conditioned upon the Closing, effective as of the Closing (and subject to the limitations set forth in Section
1.12(d)), each Sponsor Shareholder, on behalf of itself and its Affiliates and its and their respective successors, assigns, representatives,
administrators, executors and agents, and any other Person claiming by, through or under any of the foregoing (each a “Releasing
Party” and, collectively, the “Releasing Parties”; provided, for the avoidance of doubt, that SPAC
shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge SPAC,
the Company, each Merger Sub and each of its and their past and present Subsidiaries, and the equityholders, directors, officers, employees,
agents, predecessors, successors and assigns of each of the foregoing (the “Released Parties”), from any and all past
or present claims, demands, damages, debts, judgments, causes of action and liabilities of any nature whatsoever, whether or not known,
suspected or claimed, directly or indirectly arising from or relating to (x) the Releasing Parties’ ownership of the Subject Shares
or the Transactions or (y) any act, omission, event or transaction occurring (or any circumstance existing) at or prior to the Closing
(each a “Claim” and, collectively, the “Claims”), in each case (x) and (y), except for fraud, willful misconduct or
gross negligence.
(b) Each
Sponsor Shareholder acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes
to be true with respect to the subject matter of this Section
1.12, and that it may hereafter come to have a different understanding of the Law that may apply to potential Claims which it is releasing
hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever
settle and release any and all Claims in accordance with this Section
1.12. In furtherance of this intention, such Sponsor Shareholder acknowledges that the releases contained herein shall be and remain in
effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings
of Law.
(c) Such
Sponsor Shareholder knowingly and voluntarily waives and releases any and all rights and benefits that such Sponsor Shareholder may now
have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous Law of any other jurisdiction), which
reads as follows:
“A GENERAL RELEASE
DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING
THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
7
Such Sponsor Shareholder understands
that Section 1542 of the California Civil Code, or a comparable Law of another jurisdiction, gives such Sponsor Shareholder the right
not to release existing claims of which such Sponsor Shareholder is not aware, unless such Sponsor Shareholder voluntarily chooses to
waive this right. Having been so apprised, such Sponsor Shareholder nevertheless hereby voluntarily elects to and does waive the rights
described in Section 1542 of the California Civil Code, or such other comparable Law, and elects to assume all risks for claims that exist,
existed or may hereafter exist in his, her or its favor, known or unknown, suspected or unsuspected, arising out of or related to claims
or other matters purported to be released pursuant to this Section 1.12, in each case, effective as of the Closing. Such Sponsor
Shareholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this
Section 1.12 and that, without such waiver, the Company would not have agreed to the terms of this Sponsor Support Agreement
or the Business Combination Agreement.
(d) Notwithstanding
the foregoing provisions of this Section 1.12 or anything
to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release
or discharge, any Claims that arise under or are based upon the terms of (i) this Sponsor Support Agreement, (ii) any other Transaction
Agreement to which such Releasing Party is a party, (iii) the Registration Rights Agreement or (iv) the SPAC Articles or any indemnity
agreement of any director or officer of SPAC or any other agreement entered into with SPAC with or for the benefit of a Releasing Party
with respect to any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any indemnification
agreement or Governing Document of SPAC existing as of the date hereof (in the case of this clause (iv), so long as true and complete
copies thereof were, prior to the date hereof, provided to the Company).
(e) Notwithstanding
the foregoing provisions of this Section 1.12, nothing contained
in this Sponsor Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party
hereto. Notwithstanding anything to the contrary contained herein, each Sponsor Shareholder (and each of its Affiliates other than SPAC)
and SPAC shall be deemed not to be Affiliates of each other for purposes of this Section
1.12.
Section 1.13. Forfeiture.
(a) Effective
as of immediately prior to the First Merger Effective Time, and solely in connection with and only for the purpose of the proposed Transactions,
Sponsor shall and, subject to and conditioned upon the Closing occurring, hereby does automatically and irrevocably surrender and forfeit,
for no consideration, the Sponsor Forfeited Securities. Without limiting the foregoing, the Sponsor Forfeited Securities shall be automatically
and immediately cancelled by SPAC, effective as of immediately prior to the First Merger Effective Time, and SPAC and Sponsor shall take
such actions (and SPAC shall direct SPAC’s transfer agent, or such other intermediaries as appropriate, to take any and all such
actions incident thereto) as are necessary to cause the Sponsor Forfeited Securities to be canceled, after which such Sponsor Forfeited
Securities shall no longer be issued or outstanding and shall not be converted to Company Ordinary Shares pursuant to the Business Combination
Agreement.
(b) For
purposes of this Sponsor Support Agreement, the following capitalized terms shall have the following meanings:
“Adjusted Forfeited
Percentage” means a fraction, expressed as a percentage, equal to (i) (A) $400,000,000 minus (B) the sum of the Total
Cash Proceeds Amount minus (C) the excess (if any) of the SPAC Transaction Expenses over $14,000,000 (provided that, for
the avoidance of doubt, that such excess shall not be less than $0), divided by (ii) $400,000,000.
8
“Closing Exchange
Securities” means all SPAC Securities held by Sponsor immediately prior to the forfeiture of SPAC Securities pursuant to this
Section 1.13 and prior to the exchange of the Subject Shares for
the right to receive Company Ordinary Shares and Company Warrants pursuant to Sections 3.7(a)(i) and 3.7(a)(ii) of the Business Combination
Agreement and Section 3.7(a)(v) of the Business Combination Agreement.
“Retained Securities”
means all Closing Exchange Securities other than the Sponsor Forfeited Base Securities.
“Sponsor Closing
Company Securities” means the number of Company Ordinary Shares and Company Warrants received by Sponsor in the First Merger
in exchange for the Sponsor Closing SPAC Securities pursuant to Sections 3.7(a)(i), 3.7(a)(ii) and 3.7(a)(v) of the Business Combination
Agreement.
“Sponsor Closing
SPAC Securities” means a number of SPAC Securities equal to (a) the Closing Exchange Securities minus (b) the Sponsor
Forfeited Securities.
“Sponsor Forfeited
Additional Securities” means (i) in the event the Adjusted Forfeited Percentage is greater than zero percent (0%), a number
of SPAC Securities equal to (A) the total number of SPAC Securities constituting Retained Securities, multiplied by (B) the Adjusted
Forfeited Percentage, (ii) in the event the Adjusted Forfeited Percentage is less than or equal to zero percent (0%), no SPAC Securities,
and (iii) that number of SPAC Class B Ordinary Shares considered “Forfeited Shares” under those certain Non-Redemption and
Support Agreements, dated as of the date hereof and substantially in the form attached to the Business Combination Agreement, by and among
Sponsor, SPAC, and certain investors signatory thereto; provided that with respect to Sponsor Forfeited Additional Securities contemplated
by the foregoing clauses (i) and (ii) only, any forfeiture of such Sponsor Forfeited Additional Securities contemplated by the foregoing
clauses (i) and (ii) pursuant to this Section 1.13 shall apply to
and be allocated from (and reduce the amount of) (x) first, the Second Price Threshold Sponsor Post-Closing Restricted Company Securities,
(y) to the extent that the number of forfeited Retained Securities is in excess of the number of Second Price Threshold Sponsor Post-Closing
Restricted Company Securities, then to the First Price Threshold Sponsor Post-Closing Restricted Company Securities and (z) to the extent
that the number of Sponsor Forfeited Securities is in excess of the aggregate number of Sponsor Post-Closing Restricted Company Securities,
then to the Remaining Securities; provided, further, that with respect to Sponsor Forfeited Additional Securities contemplated
by the foregoing clause (iii), any forfeiture of such Sponsor Forfeited Additional Securities contemplated by the foregoing clause (iii)
pursuant to this Section 1.13 shall apply to and be allocated from
(and reduce the amount of) the Remaining Securities.
“Sponsor Forfeited
Base Securities” means 20% of the Closing Exchange Securities, applied pro rata to each class of SPAC Securities held by Sponsor.
9
“Sponsor Forfeited
Securities” means a number of SPAC Securities equal to (a) the Sponsor Forfeited Base Securities plus (b) the Sponsor
Forfeited Additional Securities (in the case of this clause (b), if any).
(c) An illustrative calculation
of the forfeiture and vesting provisions set forth in this Section
1.13 and Section 1.14 and the Release Thresholds set forth
in Section 1.15 is attached hereto as Exhibit A
(the “Illustrative Calculation”).
Section 1.14. Vesting
of Sponsor Shares.
(a) Sponsor
hereby agrees that, upon and subject to the Closing, it will not Transfer any Sponsor Closing Company Securities (together with any Equity
Securities paid as dividends or distributions with respect to such Company Ordinary Shares or into which such Company Ordinary Shares
are exchanged or converted, in either case, after the Closing, the “Sponsor Post-Closing Restricted Company Securities”),
unless, until and to the extent that a Release Event (as defined below) has occurred with respect to the Sponsor Post-Closing Restricted
Company Securities; provided that Sponsor may, subject to the terms and on the conditions set forth in this Section
1.14, Transfer all or any portion of the Sponsor Post-Closing Restricted Company Securities to any Permitted Transferee so long as, prior
to and as a condition to the effectiveness of any such Transfer, such Person executes and delivers to the Company a joinder to this Sponsor
Support Agreement in the form attached hereto as Exhibit B.
(b) In
the event that a Release Event has not occurred on or prior to the date that is the fifth (5th) anniversary of the Closing
Date (the “Termination Date,” and the period from the Closing Date until and including the Termination Date, the “Measurement
Period”) with respect to all of the Sponsor Post-Closing Restricted Company Securities, Sponsor hereby agrees to the cancellation
of any of the Sponsor Post-Closing Restricted Company Securities that are still subject to vesting in accordance with this Section
1.14 and that have not been subject to a Release Event. In order to effectuate such cancellation in the event that a Release Event has
not been achieved by the Termination Date, Sponsor shall promptly deliver the Sponsor Post-Closing Restricted Company Securities that
have not been subject to a Release Event to the Company in certificated or book-entry form (at the election of Sponsor) for cancellation
by the Company.
(c) The
share certificates representing the Sponsor Post-Closing Restricted Company Securities shall contain a legend relating to transfer restrictions
imposed by this Section 1.14 and the risk of cancellation
associated with the Sponsor Post-Closing Restricted Company Securities. The Company will cause its transfer agent to remove such legend
as promptly as practicable after the written request by Sponsor following a Release Event with respect to the Sponsor Post-Closing Restricted
Company Securities that are the subject of such Release Event. Until and unless the Sponsor Post-Closing Restricted Company Securities
are released to the Company for cancellation, Sponsor will have full ownership rights to the Sponsor Post-Closing Restricted Company Securities,
including the right to vote such shares and to receive dividends and distributions paid in cash thereon; provided, however,
that Sponsor Post-Closing Restricted Company Securities are deemed to include all distributions payable thereon in stock or other non-cash
property (“Non-Cash Dividends”), and such Non-Cash Dividends (to the extent attributable to Sponsor Post-Closing Restricted
Company Securities that are cancelled pursuant to this Section
1.14) shall be forfeited by Sponsor in accordance with the terms governing cancellation of Sponsor Post-Closing Restricted Company Securities
in this Section 1.14.
10
(d) Pursuant
to, and in accordance with this Sponsor Support Agreement, the Sponsor Post-Closing Restricted Company Securities shall vest and no longer
be subject to cancellation as follows (each, as applicable to the relevant Sponsor Post-Closing Restricted Company Securities, a “Release
Event”):
(i) Twenty-five
percent (25%) of the Sponsor Post-Closing Restricted Company Securities (the “First Price Threshold Sponsor Post-Closing Restricted
Company Securities”) will vest and no longer be subject to cancellation if the volume weighted average Share Price of a Company
Ordinary Share (or of any common or ordinary equity security that is the successor to such share of Company Ordinary Shares (together
with the Company Ordinary Shares, the “Public Ordinary Shares”)) on the principal exchange on which such securities
are then listed or quoted is at or above $15.00 (the “First Price Threshold”) for any twenty (20) Trading Days (which
need not be consecutive) over a thirty (30) Trading Day period at any time during the Measurement Period (as reported on Bloomberg);
(ii) Twenty-five
percent (25%) of the Sponsor Post-Closing Restricted Company Securities (the “Second Price Threshold Sponsor Post-Closing Restricted
Company Securities”) will vest and no longer be subject to cancellation if the volume weighted average Share Price of the Public
Ordinary Shares on the principal exchange on which such securities are then listed or quoted is at or above $18.00 (the “Second
Price Threshold,” and together with the First Price Threshold, the “Price Thresholds”) for any twenty (20)
Trading Days (which need not be consecutive) over a thirty (30) Trading Day period at any time during the Measurement Period (as reported
on Bloomberg);
(iii) fifty
percent (50%) of the Sponsor Post-Closing Restricted Company Securities will vest as of the occurrence of the Closing and not be subject
to cancellation (the “Remaining Securities”); and
(iv) if
an Early Release Event occurs prior to the Termination Date, then all of the Sponsor Post-Closing Restricted Company Securities that have
not yet vested will vest and no longer be subject to cancellation or the transfer restrictions in this Section
1.14, effective immediately prior to the consummation of such Early Release Event;
provided that for the
avoidance of doubt, in the event a Release Event has occurred on or prior to the Termination Date, but the Public Ordinary Shares to be
released in accordance with such Release Event pursuant to Section
1.14(d)(i), Section 1.14(d)(ii), Section
1.14(d)(iii) or Section 1.14(d)(iv) have not yet been
released by the transfer agent by the Termination Date, the Sponsor Post-Closing Restricted Company Securities to be released in connection
with the occurrence of such Release Event shall vest and be released to Sponsor even if such release occurs after the end of the Measurement
Period.
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(e) For
the avoidance of doubt, the time period in respect of which any Price Threshold is calculated may run concurrently with (and/or may overlap
any portion of such period with) the time periods in respect of which any other Price Thresholds are calculated (and need not run consecutively),
so that multiple tranches of Sponsor Post-Closing Restricted Company Securities may vest (and become no longer subject to cancellation)
concurrently with respect to the same time period (or with respect to any such overlap between multiple time periods) in connection with
the satisfaction of the First Price Threshold and/or the Second Price Threshold.
(f) For
purposes of this Sponsor Support Agreement, (i) “Share Price” means, on any date on or after the Closing and on or
prior to the Termination Date, the closing sale price per share of Public Ordinary Shares reported as of 4:00 p.m., New York, New York
time on such date by Bloomberg, or if not available on Bloomberg, as reported by an authoritative source generally used for such purposes
and selected by the Company, (ii) “Equity Securities” means any share, share capital, capital stock, partnership, membership,
joint venture or similar interest in any Person (including any stock appreciation, phantom stock, profit participation or similar rights),
and any option, warrant, right or security (including debt securities) convertible, exchangeable or exercisable therefor, (iii) “Early
Release Event” means any of the following: (A) if the Company is merged, consolidated or reorganized with or into another Person
except for any such merger or consolidation in which the shares of Public Ordinary Shares outstanding immediately prior to such merger
or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following
such merger or consolidation, a majority, by voting power, of the capital stock of the surviving or resulting corporation (or of a parent
company thereof); (B) the Company sells, leases, assigns, transfers, licenses or otherwise disposes of, in one or a series of related
transactions, all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, or the sale or disposition
(whether by merger or otherwise) of one or more Subsidiaries of the Company if substantially all of the assets of the Company and its
Subsidiaries taken as a whole are held by such Subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition
is to a Subsidiary of the Company; (C) any transaction or series of transactions, taken together, that constitute a “going private”
transaction pursuant to Rule 13e-3 under the Exchange Act or pursuant to which the Company otherwise ceases to be subject to reporting
obligations under Sections 13 or 15(d) of the Exchange Act or (D) if Public Ordinary Shares shall cease to be listed on a national securities
exchange (in the case of each of clause (A), (B), (C) or (D), whether by amalgamation, merger, consolidation, arrangement, tender offer,
recapitalization, purchase, issuance, sale or transfer of Equity Securities or assets or otherwise), and (iv) “Trading Day”
means any day on which the Public Ordinary Shares are actually traded on Nasdaq or any other exchange on which the Public Ordinary Shares
are then listed or quoted.
(g) The
Price Thresholds and the applicable number of Sponsor Post-Closing Restricted Company Securities released for each applicable Release
Event shall be subject to equitable adjustment for share splits, share dividends, reorganizations, combinations, recapitalizations and
similar transactions affecting the Public Ordinary Shares after the Closing. For avoidance of doubt, share dividends include the fair
market value of any securities or other assets paid or payable by the Company or any successor public company to holders of Public Ordinary
Shares.
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Section 1.15. Lock-Up.
(a) Sponsor
hereby agrees that, upon and subject to the Closing, and without limiting any other provision of this Sponsor Support Agreement, it will
not Transfer any Sponsor Post-Closing Restricted Company Securities (the “Lock-Up Shares”) until the earlier of: (i)
the date that is one hundred and eighty (180) days from the Closing and (ii) with respect to all or a portion of the Lock-Up Shares (as
applicable), on such earlier date of release as may be permitted in accordance with Section
1.15(c) below (the period beginning on the Closing Date and ending upon the earlier of the immediately preceding clause (i) or (ii) being,
the “Lock-Up Period”).
(b) Notwithstanding
the foregoing Section 1.15(a), Sponsor may Transfer the Lock-Up
Shares to a Permitted Transferee prior to expiry of the Lock-Up Period; provided that prior to and as a condition to the effectiveness
of any such Transfer, such Permitted Transferee executes and delivers to the Company a joinder to this Sponsor Support Agreement in the
form attached hereto as Exhibit B.
(c) A
certain number of Lock-Up Shares shall be released for Transfer and no longer subject to the Transfer restrictions set forth in Section
1.15(a), in each case as set forth below (the period from the Closing Date to the end of the Lock-Up Period, the “Lock-Up Trading
Measurement Period”):
(i) Fifty
percent (50%) of the Lock-Up Shares will be released for Transfer immediately if the volume weighted average Share Price of the Public
Ordinary Shares on the principal exchange on which such securities are then listed or quoted (as reported on Bloomberg) is at or above
$12.00 (the “First Lock-Up Release Threshold”) for any twenty (20) Trading Days (which need not be consecutive) over
a thirty (30) Trading Day period at any time during the Lock-Up Trading Measurement Period; provided that it is understood and
agreed that such fifty percent (50%) of the Lock-Up Shares contemplated by this Section 1.15(c)(i) that are subject to the First
Lock-Up Release Threshold shall be allocated (A) fifty percent (50%) to the Remaining Securities, (B) twenty-five percent (25%)
to the First Price Threshold Sponsor Post-Closing Restricted Company Securities and (C) twenty-five percent (25%) to the Second Price
Threshold Sponsor Post-Closing Restricted Company Securities, in each case of the foregoing clauses (A) through (C), consistent with the
Illustrative Calculation;
(ii) Twenty-five
percent (25%) of the Lock-Up Shares will be released for Transfer immediately if the volume weighted average Share Price of the Public
Ordinary Shares on the principal exchange on which such securities are then listed or quoted (as reported on Bloomberg) is at or above
$15.00 (the “Second Lock-Up Release Threshold”) for any twenty (20) Trading Days (which need not be consecutive) over
a thirty (30) Trading Day period at any time during the Lock-Up Trading Measurement Period; provided that it is understood and
agreed that such twenty-five percent (25%) of the Lock-Up Shares contemplated by this Section 1.15(c)(ii) that are subject to the
Second Lock-Up Release Threshold shall be allocated (A) fifty percent (50%) to the Remaining Securities, (B) twenty-five percent
(25%) to the First Price Threshold Sponsor Post-Closing Restricted Company Securities and (C) twenty-five percent (25%) to the Second
Price Threshold Sponsor Post-Closing Restricted Company Securities, in each case of the foregoing clauses (A) through (C), consistent
with the Illustrative Calculation;
13
(iii) Twenty-five
percent (25%) of the Lock-Up Shares will be released for Transfer immediately if the volume weighted average Share Price of the Public
Ordinary Shares on the principal exchange on which such securities are then listed or quoted (as reported on Bloomberg) is at or above
$18.00 (the “Third Lock-Up Release Threshold,” and together with the First Lock-Up Release Threshold and Second Lock-Up
Release Threshold, the “Release Thresholds”) for twenty (20) Trading Days (which need not be consecutive) over a thirty
(30) Trading Day period at any time during the Lock-Up Trading Measurement Period; provided that it is understood and agreed that
such twenty-five percent (25%) of the Lock-Up Shares contemplated by this Section 1.15(c)(iii) that are subject to the Third Lock-Up
Release Threshold shall be allocated (A) fifty percent (50%) to the Remaining Securities, (B) twenty-five percent (25%) to the
First Price Threshold Sponsor Post-Closing Restricted Company Securities and (C) twenty-five percent (25%) to the Second Price Threshold
Sponsor Post-Closing Restricted Company Securities, in each case of the foregoing clauses (A) through (C), consistent with the Illustrative
Calculation; and
(iv) if
an Early Release Event occurs during the Lock-Up Period, then all of the Lock-Up Shares that have not yet been released for Transfer shall
be released for Transfer immediately and no longer be subject to the Transfer restrictions in this Section
1.15, effective immediately prior to the consummation of such Early Release Event (and, for the avoidance of doubt, in such case the Lock-Up
Period shall expire on the date of such Early Release Event).
(d) For
the avoidance of doubt, the time period in respect of which any Release Threshold is calculated may run concurrently with (and/or may
overlap any portion of such period with) the time periods in respect of which any other Release Thresholds are calculated (and need not
run consecutively), so that multiple tranches of Lock-Up Shares may be released for Transfer (and become no longer subject to the Transfer
restrictions) concurrently with respect to the same period (or with respect to any such overlap between multiple time periods) in connection
with the satisfaction of the Second Lock-Up Release Threshold and/or Third Lock-Up Release Threshold.
(e) The
share certificates (if any are issued) representing the Lock-Up Shares shall be stamped or otherwise imprinted with, and each book-entry
account evidencing any Lock-Up Shares must bear, a legend in substantially the following form, in addition to any other applicable legends:
“THE
SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER, DIVIDENDS AND OTHER RIGHTS SET FORTH IN SECTION 1.15 OF THE
SPONSOR SUPPORT AGREEMENT, DATED AS OF MAY 26, 2026, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE
“ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED FROM TIME TO TIME. A COPY OF SUCH
SPONSOR SUPPORT AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
14
(f) The
Company will cause its transfer agent to remove such legend as promptly as practicable following the expiration of the Lock-Up Period
(with respect to all or any portion of Lock-Up Shares, as applicable).
(g) This
Section 1.15 shall supersede Section 8 of the Insider Letter
(as defined below), which Section 8 of the Insider Letter shall be of no further force or effect upon the beginning of the Lock-Up Period.
(h) Notwithstanding
this Section 1.15, each Sponsor Shareholder and each of its
Permitted Transferees (each, an “Equity Holder,” and collectively, the “Equity Holders”) may Transfer
Lock-Up Shares during the Lock-Up Period in the following circumstances:
(i) as
one or more bona fide gifts or charitable contributions, or for bona fide estate planning purposes; provided that such Transfer shall
not involve a disposition for value and, prior to and as a condition to the effectiveness of any such Transfer, the donee or transferee
shall execute and deliver to the Company a written agreement to be bound by the restrictions set forth in this Section
1.15;
(ii) upon
death by will, testamentary document or intestate succession; provided that, prior to and as a condition to the effectiveness of any Transfer
of Lock-Up Shares by the applicable recipient, such recipient shall execute and deliver to the Company a written agreement to be bound
by the restrictions set forth in this Section 1.15;
(iii) by
operation of law, including pursuant to a court or regulatory agency order, qualified domestic order, divorce settlement, divorce decree
or separation agreement;
(iv) to
the Company in connection with the vesting, settlement or exercise of any Company Equity Awards, including for the payment of any exercise
price or tax, remittance or other obligations due as a result of such vesting, settlement or exercise, whether by way of “net”
or “cashless” exercise, “net settlement” or otherwise; provided that any ordinary shares received upon
such vesting, settlement or exercise and not used for the payment of any such exercise price or tax, remittance or other obligations shall
remain subject to the restrictions set forth in this Section
1.15;
(v) in
open market transactions during the Lock-Up Period to generate net proceeds, after deducting commissions, in an aggregate amount not to
exceed the amount of taxes or estimated taxes that become due as a result of the vesting, settlement or exercise during the Lock-Up Period
of Company Equity Awards held by such Equity Holder; provided that any ordinary shares retained by such Equity Holder after giving
effect to any such sale shall remain subject to the restrictions set forth in this Section
1.15;
(vi) pursuant
to a bona fide third-party tender offer, merger, consolidation, arrangement, amalgamation or other similar transaction that is approved
by the Board and made to all holders of Company Ordinary Shares and that, if consummated, would result in an Early Release Event; provided
that, if such transaction is not consummated, the Lock-Up Shares shall remain subject to the restrictions set forth in this Section
1.15;
15
(vii) in
connection with the establishment of a written trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act; provided
that no Lock-Up Shares may be sold, transferred or otherwise disposed of under such plan during the Lock-Up Period; and
(viii) with
the prior written consent of the Company Board.
(i) In
the case of any Transfer or other transaction pursuant to Section
1.15(h)(i), Section 1.15(h)(ii), Section
1.15(h)(iii), Section 1.15(h)(iv), Section
1.15(h)(v) or Section 1.15(h)(vii), no public filing, report
or announcement shall be voluntarily made by or on behalf of the applicable Equity Holder during the Lock-Up Period, and if any such filing,
report or announcement is legally required during the Lock-Up Period, such filing, report or announcement shall clearly indicate the circumstances
of such Transfer or other transaction and, where applicable, that the relevant Lock-Up Shares remain subject to the restrictions set forth
in this Section 1.15.
Section 1.16. Use
of Cash. Following the Closing, the Company shall comply with the obligations set forth in Exhibit C.
Section 1.17. Cooperation.
The Company hereby covenants and agrees that, in the event that Sponsor, in its sole discretion, elects to engage one or more tax
advisors to render an opinion with respect to the tax consequences of the Transactions as they relate to Sponsor, the Company shall,
upon Sponsor’s reasonable request delivered in writing to the Company, use commercially reasonable efforts to cooperate with
such advisors, including by using commercially reasonable efforts to execute and deliver customary Tax representation letters and
such other customary related materials as such advisors may reasonably require in order to render such an opinion.
Notwithstanding anything to the contrary in this Agreement, (i) in no event shall the Company have any obligation to deliver any
such representation letters or related materials to more than two advisors so engaged by Sponsor, (ii) no party hereto shall be
required to deliver a Tax representation letter or other related material that includes any untrue statement of fact or omits to
state a material fact necessary to make the statements therein not misleading, (iii) no party hereto shall be required to provide
any representation or certification other than with respect to facts within its knowledge after reasonable inquiry and subject to
customary qualifications, and (iv) such advisor(s) engaged by the Sponsor shall not be required to provide any opinion to the
Company or its shareholders regarding the tax consequences of the transactions contemplated in the Business Combination
Agreement.
ARTICLE
II
Representations And Warranties
Section
2.01. Representations and Warranties of the Sponsor Shareholders. Each
Sponsor Shareholder represents and warrants as of the date hereof to SPAC and the Company as follows:
(a) Organization;
Due Authorization. If such Sponsor Shareholder is not an individual, such Sponsor Shareholder is duly organized, validly existing
and in good standing under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution,
delivery and performance of this Sponsor Support Agreement and the consummation of the transactions contemplated hereby are within such
Sponsor Shareholder’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary
corporate, limited liability company or organizational actions on the part of such Sponsor Shareholder. Such Sponsor Shareholder has full
legal capacity, right and authority to execute and deliver this Sponsor Support Agreement and to perform its obligations hereunder. This
Sponsor Support Agreement has been duly executed and delivered by such Sponsor Shareholder and, assuming due authorization, execution
and delivery by the other parties to this Sponsor Support Agreement, this Sponsor Support Agreement constitutes a legally valid and binding
obligation of such Sponsor Shareholder, enforceable against such Sponsor Shareholder in accordance with the terms hereof (except as enforceability
may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the
availability of specific performance and other equitable remedies). If this Sponsor Support Agreement is being executed in a representative
or fiduciary capacity, the Person signing this Sponsor Support Agreement has full power and authority to enter into this Sponsor Support
Agreement on behalf of such Sponsor Shareholder.
16
(b) Ownership.
Such Sponsor Shareholder is the record and beneficial owner (as defined in the Securities Act) of, and has good title to, the Subject
Shares, and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise
dispose of the Subject Shares (other than transfer restrictions under the Securities Act)) affecting the Subject Shares, other than Liens
pursuant to (i) this Sponsor Support Agreement, (ii) SPAC’s Governing Documents, (iii) the Business Combination Agreement, or (iv)
any applicable securities Laws. The Subject Shares are the only Equity Securities in SPAC owned of record or beneficially by such Sponsor
Shareholder on the date of this Sponsor Support Agreement, and none of the Subject Shares are subject to any proxy, voting trust or other
agreement or arrangement with respect to the voting of the Subject Shares. Other than the Subject Shares, such Sponsor Shareholder does
not hold or own any rights to acquire (directly or indirectly) any Equity Securities of SPAC or any Equity Securities convertible into,
or which can be exchanged for, Equity Securities of SPAC.
(c) No
Conflicts. The execution and delivery of this Sponsor Support Agreement by such Sponsor Shareholder does not, and the performance
by such Sponsor Shareholder of its obligations hereunder will not, (i) if such Sponsor Shareholder is not an individual, conflict with
or result in a violation of the Governing Documents of such Sponsor Shareholder, (ii) require any consent or approval that has not been
given or other action that has not been taken by any Person (including under any Contract binding upon such Sponsor Shareholder or the
Subject Shares), or (iii) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of SPAC,
in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay or impair the performance
by such Sponsor Shareholder of its obligations under this Sponsor Support Agreement.
(d) Litigation.
There is no Action pending against such Sponsor Shareholder, or to the knowledge of such Sponsor Shareholder, threatened against such
Sponsor Shareholder, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority,
which in any manner challenges or seeks to prevent, enjoin or materially delay or impair the performance by such Sponsor Shareholder of
its obligations under this Sponsor Support Agreement. To the knowledge of such Sponsor Shareholder, there is no outstanding Governmental
Order imposed upon such Sponsor Shareholder which would prevent, enjoin or materially delay or impair the performance by such Sponsor
Shareholder of its obligations under this Sponsor Support Agreement.
(e) Adequate
Information. Such Sponsor Shareholder is a sophisticated investor and has adequate information concerning the business and financial
condition of SPAC and the Company to make an informed decision regarding this Sponsor Support Agreement and the Transactions, and has
independently and without reliance upon SPAC or the Company and based on such information as such Sponsor Shareholder has deemed appropriate,
made its own analysis and decision to enter into this Sponsor Support Agreement. Such Sponsor Shareholder acknowledges that SPAC and the
Company have not made and do not make any representation or warranty to such Sponsor Shareholder, whether express or implied, of any kind
or character except as expressly set forth in this Sponsor Support Agreement. Such Sponsor Shareholder acknowledges that the agreements
contained herein with respect to the Subject Shares held by such Sponsor Shareholder are irrevocable.
17
(f) Contracts
with SPAC. Except for the Contracts disclosed in the SPAC Disclosure Letter, none of such Sponsor Shareholder or any of its Affiliates
is a party to, or has any rights with respect to or arising from, any Contract with SPAC. For the purposes of this Sponsor Support Agreement,
the phrase “to the knowledge” of such Sponsor Shareholder shall have the meaning ascribed thereto in Section 1.3(ii) of the
Business Combination Agreement, applied to such Sponsor Shareholder as if it was an original signatory to the Business Combination Agreement
(as the SPAC), mutatis mutandis.
(g) Brokerage
Fees. Except as described on Section 6.13 of the SPAC Disclosure Letter, no broker, finder, investment banker or other Person is entitled
to any brokerage fee, finders’ fee or other commission in connection with the Transactions based upon arrangements made by such
Sponsor Shareholder for which the Company, SPAC or any of their respective Affiliates may become liable.
(h) Acknowledgment.
Such Sponsor Shareholder understands and acknowledges that each of SPAC and the Company is entering into the Business Combination Agreement
in reliance upon such Sponsor Shareholder’s execution and delivery of this Sponsor Support Agreement and the representations, warranties,
covenants and other agreements of such Sponsor Shareholder contained herein.
ARTICLE
III
Miscellaneous
Section 3.01. Termination.
This Sponsor Support Agreement and all of its provisions shall terminate and be of no further force or effect upon the earlier of (a)
the Expiration Time and (b) the written agreement of each of the Sponsor Shareholders, SPAC and the Company. Upon such termination of
this Sponsor Support Agreement, all obligations of the parties under this Sponsor Support Agreement will terminate, without any liability
or other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no party
hereto shall have any claim against another (and no person shall have any rights against such party), whether under contract, tort or
otherwise, with respect to the subject matter hereof; provided, however, that (i) the termination of this Sponsor Support
Agreement shall not relieve any party hereto from liability arising in respect of any breach of this Sponsor Support Agreement prior to
such termination or Fraud, and (ii) this ARTICLE
III shall survive the termination of this Sponsor Support Agreement.
Section 3.02. Amendment.
Subject to applicable Law, this Sponsor Support Agreement may not be amended, changed, supplemented or otherwise modified or terminated,
except upon the execution and delivery of a written agreement executed by SPAC, the Company and the Sponsor Shareholders.
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Section 3.03. Notices.
All notices and other communications under this Sponsor Support Agreement shall be in writing and shall be deemed given (a) when delivered
personally by hand (with written confirmation of receipt by other than automatic means, whether electronic or otherwise), (b) when sent
by email (with no automated reply, such as an out-of-office notification, no mail undeliverable notification or other rejection notice),
or (c) one (1) Business Day following the day sent by an internationally recognized overnight courier (with written confirmation of receipt),
in each case, at the following addresses or email addresses (or to such other address or email address as a party may have specified by
notice given to the other party pursuant to this provision):
If to SPAC, prior to the Closing, to:
NewHold Investment Corp III
52 Vanderbilt Avenue
Suite 2005
New York, NY 10017
Attention: Kevin Charlton
Email: ***
with a copy (which shall not constitute actual or constructive
notice) to:
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Attention: Giovanni Caruso
Email: ***
If to the Company:
NewCleo Ltd.
55 South Audley Street
London, W1K 2QH
United Kingdom
Attention:
Khalil Bukhari
Email:
***
with a copy (which shall not constitute actual or constructive
notice) to:
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Attention:
Michael Senders; Yasin Keshvargar
Email:
***; ***
If to Sponsor:
NewHold Industrial Technology III LLC
52 Vanderbilt Avenue
Suite 2005
New York, NY 10017
Attention: Kevin Charlton
Email: ***
19
with a copy (which shall not constitute actual or constructive
notice) to:
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Attention: Giovanni Caruso
Email: ***
If to a Sponsor Shareholder other than Sponsor, to the address
set forth under such Sponsor Shareholder’s signature to this Sponsor Support Agreement.
or to such other address or
addresses as the parties may from time to time designate in writing. Copies delivered solely to outside counsel shall not constitute notice.
Section 3.04. Further
Assurances. Each Sponsor Shareholder shall take, or cause to be taken, all actions and do, or cause to be done, all things reasonably
necessary or reasonably requested by the Company and/or SPAC to consummate the First Merger and the other Transactions.
Section 3.05. Waiver.
Each provision in this Sponsor Support Agreement may only be waived by written instrument making specific reference to this
Sponsor Support Agreement signed by the party against whom enforcement of any such provision so waived is sought. No action taken pursuant
to this Sponsor Support Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by
the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any
party hereto of a breach of any provision of this Sponsor Support Agreement shall not operate or be construed as a further or continuing
waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any party to exercise, and no delay
in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such
right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.
Section
3.06. Assignment. No party hereto shall assign, delegate or otherwise transfer this Sponsor Support Agreement or any part hereof
without the prior written consent of the other parties and any such assignment, delegation or transfer without such prior written consent
shall be null and void. Subject to the foregoing, this Sponsor Support Agreement shall be binding upon and inure to the benefit of the
parties and their respective permitted successors and assigns.
Section
3.07. Rights of Third Parties. Nothing expressed or implied in this Sponsor Support Agreement is intended or shall be
construed to confer upon or give any Person, other than the parties, any right or remedies under or by reason of this Sponsor Support
Agreement; provided, however, that the Released Parties (and their successors, heirs and representatives), are intended
third-party beneficiaries of, and may enforce, Section
1.12.
Section 3.08. Governing
Law; Jurisdiction.
(a) This
Sponsor Support Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Sponsor Support Agreement
(whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement
of this Sponsor Support Agreement, shall be governed by and construed in accordance with the Laws of the State of New York without regard
to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction.
20
(b) All
Legal Proceedings arising under the Laws of the State of New York out of or relating to this Sponsor Support Agreement shall be heard
and determined exclusively in any federal court sitting in the Borough of Manhattan of The City of New York; provided, however,
that if such federal court does not have jurisdiction over such Legal Proceedings, they shall be heard and determined exclusively in the
Supreme Court of the State of New York, Commercial Division, sitting in the Borough of Manhattan of The City of New York (and any appellate
court therefrom). Each of the parties agrees that mailing of process or other papers in connection with any such Legal Proceedings in
the manner provided in Section 3.03 or in such other manner
as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereby (i) submits to the exclusive
jurisdiction of the aforesaid courts for the purpose of any Legal Proceeding arising under the Laws of the State of New York out of or
relating to this Sponsor Support Agreement brought by any party hereto, and (ii) irrevocably waives, and agrees not to assert, by way
of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with respect to this Sponsor Support Agreement and the rights
and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Sponsor Support Agreement and
the rights and obligations arising hereunder any claim that it is not personally subject to the jurisdiction of the aforesaid courts for
any reason, other than the failure to serve process in accordance with this Section
3.08.
Section 3.09. Waiver
of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LEGAL REQUIREMENTS WHICH CANNOT BE WAIVED, EACH OF THE PARTIES AND
ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT
TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SPONSOR SUPPORT AGREEMENT, EACH OTHER TRANSACTION
AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS, AND FOR ANY COUNTERCLAIM RELATING THERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER
ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY NOR ANY PERSON
ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING
TO THIS SPONSOR SUPPORT AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. FURTHERMORE, NO PARTY NOR
ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER
LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.
Section 3.10. Entire
Agreement. (a) This Sponsor Support Agreement, (b) the Business Combination Agreement (together with the Company Disclosure
Letter and the SPAC Disclosure Letter), (c) the other Ancillary Agreements, (d) the Nondisclosure Agreement and (e) any other documents
and instruments and agreements among the parties as contemplated or referred to herein, constitute the entire agreement among the parties
to this Sponsor Support Agreement relating to the Transactions and supersede any other agreements, whether written or oral, that may have
been made or entered into by or among any of the parties or any of their respective Subsidiaries relating to the Transactions. No representations,
warranties, covenants, understandings, agreements, oral or otherwise, relating to the Transactions exist between such parties, except
as expressly set forth in this Sponsor Support Agreement and the Ancillary Agreements.
21
Section 3.11. Severability.
If any provision of this Sponsor Support Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Sponsor Support Agreement shall remain in full force and effect. The parties further agree that if any provision contained
herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Sponsor Support Agreement, they shall
take any actions necessary to render the remaining provisions of this Sponsor Support Agreement valid and enforceable to the fullest extent
permitted by Law and, to the extent necessary, shall amend or otherwise modify this Sponsor Support Agreement to replace any provision
contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties.
Section 3.12. Headings;
Counterparts. The headings in this Sponsor Support Agreement are for convenience only and shall not be considered a part of
or affect the construction or interpretation of any provision of this Sponsor Support Agreement. This Sponsor Support Agreement may be
executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one (1)
and the same instrument.
Section 3.13. Enforcement.
The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur
in the event that the parties do not perform the provisions of this Sponsor Support Agreement (including failing to take such actions
as are required of them under the provisions of this Sponsor Support Agreement in order to consummate the Mergers) in accordance with
its specified terms or otherwise breach or threaten to breach such provisions. The parties acknowledge and agree that the parties shall
be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and
other equitable relief to prevent breaches or threatened breaches of this Sponsor Support Agreement and to enforce specifically the terms
and provisions hereof. Without limiting the foregoing, each of the parties agrees that it will not oppose the granting of an injunction,
specific performance and other equitable relief on the basis that (i) there is adequate remedy at law or (ii) an award of specific performance
is not an appropriate remedy for any reason at law or in equity. Any party seeking an order or injunction to prevent breaches or threatened
breaches and to enforce specifically the terms and provisions of this Sponsor Support Agreement shall not be required to provide any bond
or other security in connection with any such order or injunction.
Section 3.14. Construction.
The construction provisions set forth in Sections 1.2 and 1.3 of the Business Combination Agreement shall apply to this Sponsor Support
Agreement, mutatis mutandis, and such provisions are hereby incorporated by reference herein as if fully set forth herein.
[Remainder of page intentionally left blank; signature
pages follow.]
22
IN WITNESS WHEREOF, Sponsor,
SPAC, the Company and each other Sponsor Shareholder have each caused this Sponsor Support Agreement to be duly executed as of the date
first written above.
Company:
NewCleo Ltd.
By:
/s/ Stefano Buono
Name:
Stefano Buono
Title:
Chief Executive Officer
[Signature Page to Sponsor Support Agreement]
IN WITNESS WHEREOF, Sponsor,
SPAC, the Company and each other Sponsor Shareholder have each caused this Sponsor Support Agreement to be duly executed as of the date
first written above.
SPAC:
NewHold Investment
Corp III
By:
/s/
Kevin Charlton
Name:
Kevin Charlton
Title:
Authorized
Signatory
[Signature Page to Sponsor Support Agreement]
IN WITNESS WHEREOF, Sponsor,
SPAC, the Company and each other Sponsor Shareholder have each caused this Sponsor Support Agreement to be duly executed as of the date
first written above.
Sponsor:
NewHold Industrial Technology III LLC
By:
/s/ Isobel P. Schneck
Name:
Isobel P. Schneck
Title:
Managing Member
[Signature Page to Sponsor Support Agreement]
IN WITNESS WHEREOF, Sponsor,
SPAC, the Company and each other Sponsor Shareholder have each caused this Sponsor Support Agreement to be duly executed as of the date
first written above.
Sponsor ShareholderS:
/s/ James Matt Yerbic
James Matt Yerbic
Address:
/s/ Thomas J. Sullivan
Thomas J. Sullivan
Address:
/s/ Charlie Baynes-Reid
Charlie Baynes-Reid
Address:
/s/ Scott Scharfman
Scott Scharfman
Address:
/s/ Brian P. Mathis
Brian P. Mathis
Address:
/s/ Phil Horlock
Phil Horlock
Address:
/s/
Sezaneh Taherian
Sezaneh Taherian
Address:
[Signature Page to Sponsor Support Agreement]
Schedule A
SPONSOR SHAREHOLDERS
Sponsor Shareholder
SPAC Class A
Ordinary Shares
SPAC Class B
Ordinary Shares
SPAC Private
Placement
Warrants
NewHold Industrial Technology III LLC
552,600
6,429,663
276,300
James Matt Yerbic
—
32,000
—
Thomas J. Sullivan
—
50,000
—
Scott Scharfman
—
32,000
—
Brian P. Mathis
—
32,000
—
Phil Horlock
—
100,000
—
Sezaneh Taherian
—
32,000
—
Exhibit A
Illustrative Calculation of Sponsor Promote
Forfeiture and Application Thereof
[Attached]
[Exhibit A to Sponsor Support Agreement]
Exhibit B
Form
of Joinder Agreement
This Joinder Agreement (this
“Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining
Party”) in accordance with the Sponsor Support Agreement, dated as of [ ], 2026 (as amended, supplemented or
otherwise modified from time to time, the “Agreement”), by and among NewHold Industrial Technology III LLC, a
Delaware limited liability company (“Sponsor”), NewHold Investment Corp III, a Cayman Islands exempted company
(“SPAC”), NewCleo Ltd., a private limited company incorporated under the applicable Laws of England and Wales
(the “Company”), and the directors and officers of SPAC set forth on Schedule A thereto (together with
Sponsor, each, a “Sponsor Shareholder” and collectively, the “Sponsor Shareholders”).
Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Agreement.
The Joining Party hereby acknowledges, agrees
and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to Section
1.13, Section 1.14 and Section
1.15 of the Agreement as if it were the “Sponsor” thereunder as of the date hereof and shall have all of the rights and obligations
of Sponsor with respect to Section 1.13, Section
1.14 and Section 1.15 of the Agreement as if it had executed the
Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions
contained in the Agreement.
IN WITNESS WHEREOF, the undersigned has duly executed
this Joinder Agreement as of the date written below.
Date:
By:
Name:
Title:
Address for Notices:
With copies to:
[Exhibit B to Sponsor Support Agreement]
Exhibit C
Use
of Cash
1. Following the Closing, the Company shall maintain, or cause to be maintained, the cash that was, prior
to the Closing, held in the Trust Account (and that is otherwise not distributed therefrom in respect of SPAC Shareholder Redemption rights)
in a separate bank account of the Company or one of its Subsidiaries holding solely such cash (the “Segregated Cash”).
The Company shall document, or cause to be documented, all uses of the Segregated Cash with commercially reasonable specificity, and such
documentation shall be preserved until seven (7) years after the Closing Date. Upon a written request for a copy of such documentation
by a party hereto, the Company shall provide a copy of such documentation as soon as reasonably and commercially practical to do so, but,
in no event, later than forty-five (45) days following such request.
2. No less than the Permitted Use Amount of the Segregated Cash shall be used to fund operations, capital
investments or other business expenses of the Company or other members of the Company qualified group (as such term is defined in Treas.
Reg. section 1.368-1(d)(4)) (“Qualified Group”) (each a “Permitted Use”) (but in no event shall
a Permitted Use include the use of Segregated Cash (i) to fund distributions to the Company Shareholders, redemptions of Company Ordinary
Shares or payment of expenses of the Company Shareholders, or (ii) in any manner that would constitute a transfer with respect to which
Treas. Reg. section 1.368-2(k) would not apply). The “Permitted Use Amount” means the lesser of (i) 35 percent of the
balance of the Trust Account as of the Closing (without reduction by distributions therefrom in respect of SPAC Shareholder Redemption
rights) or (ii) the balance of the Trust Account as of the Closing (after taking into account distributions therefrom in respect of SPAC
Shareholder Redemption rights). Transfers of cash to members of the Qualified Group shall be disregarded and the transferee member’s
use of such cash will be taken into account in determining whether there has been a Permitted Use of Segregated Cash. Repayment of debt
shall be treated as a Permitted Use solely to the extent that the use of such borrowed proceeds constitutes a Permitted Use. For the avoidance
of doubt, the use of Segregated Cash to acquire assets used in the active business operations of the Company shall be a Permitted Use
as long as the assets acquired stay in the Company’s qualified group for two (2) years after the Closing Date.
3. The Company shall use commercially reasonable efforts to use, or cause to be used, the Permitted Use Amount
of the Segregated Cash for Permitted Uses within two (2) years after the Closing Date. In the event that the Permitted Use Amount
of the Segregated Cash is not used for Permitted Uses at the end of such two (2) year period, the Company shall provide Sponsor a description
of commercially reasonable efforts that were taken to so use the Segregated Cash, as well as an explanation of further efforts that will
be taken and an estimate of when the Company expects to so fully use, or to cause to be used, the Permitted Use Amount of the Segregated
Cash for Permitted Uses. The Company shall notify Sponsor as soon as reasonably and commercially practical after the completion
of such use of the Permitted Use Amount of the Segregated Cash for Permitted Uses.
[Exhibit C to Sponsor Support Agreement]
EX-10.2 — COMPANY SHAREHOLDER SUPPORT AGREEMENT, DATED AS OF MAY 26, 2026, BY AND AMONG NEWHOLD INVESTMENT CORP III, NEWCLEO LTD. AND THE SHAREHOLDERS OF THE COMPANY SET FORTH ON SCHEDULE A THERETO
EX-10.2
Filename: ea029209701ex10-2.htm · Sequence: 4
Exhibit 10.2
COMPANY SHAREHOLDER SUPPORT AGREEMENT
This Company Shareholder Support
Agreement (this “Shareholder Support Agreement”) is dated as of May 26, 2026 and is entered into by and among
NewHold Investment Corp III, a Cayman Islands exempted company with limited liability (“SPAC”), NewCleo Ltd., a private
limited company incorporated under the Laws of England and Wales (the “Company”), and the shareholders of the Company
set forth on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”).
Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement
(as defined below).
RECITALS
WHEREAS, as of the date hereof,
the Shareholders are the holders of record and the “beneficial owners” (within the meaning of Rule 13d-3 under the Exchange
Act) of the number of Company Ordinary Shares set forth opposite their respective names on Schedule A hereto (together with any
other Equity Securities (as defined below) of the Company (or any securities convertible into or exercisable or exchangeable for the Equity
Securities of the Company) held or acquired by such Shareholders between the date of this Shareholder Support Agreement and the earlier
of the Closing or the termination of this Shareholder Support Agreement in accordance with its terms, collectively, the “Subject
Shares”);
WHEREAS, contemporaneously
with the execution and delivery of this Shareholder Support Agreement, SPAC, the Company, newcleo1 Ltd., a Cayman Islands exempted company
limited by shares and a direct wholly owned subsidiary of the Company (“Merger Sub 1”), and newcleo2 Ltd., a Cayman
Islands exempted company limited by shares and a direct wholly owned subsidiary of the Company (“Merger Sub 2”), have
entered into a Business Combination Agreement (as amended, restated, modified or supplemented from time to time, the “Business
Combination Agreement”);
WHEREAS, upon the terms and
subject to the conditions of the Business Combination Agreement and in accordance with the applicable provisions of the Cayman Companies
Act (Revised), the parties thereto desire to consummate a business combination transaction, whereby (a) at the First Merger Effective
Time, Merger Sub 1 will merge with and into SPAC, and as a result of which the separate corporate existence of Merger Sub 1 will cease
and SPAC will continue as the surviving company in such merger and as a wholly owned subsidiary of the Company and (b) at the Second
Merger Effective Time, the First Merger Surviving Company will merge with and into Merger Sub 2, and as a result of which the separate
corporate existence of the First Merger Surviving Company will cease and Merger Sub 2 will continue as the surviving company in such merger
and as a wholly owned subsidiary of the Company (the transactions described in the foregoing clauses (a) and (b), together with the other
Transactions, the “Mergers” or the “Business Combination Transaction”); and
WHEREAS, as a condition and
inducement to SPAC’s willingness to enter into the Business Combination Agreement and to consummate the Transactions, the parties
desire to agree to certain matters as set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration
of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Shareholder Support Agreement,
and intending to be legally bound hereby, the parties hereto hereby agree as follows:
ARTICLE
1
SHAREHOLDER SUPPORT AGREEMENT; COVENANTS
Section 1.01. Binding
Effect of Business Combination Agreement. Each Shareholder hereby acknowledges that it has read the Business Combination Agreement
and this Shareholder Support Agreement and has had the opportunity to consult with its tax and legal advisors. Each Shareholder hereby
agrees (i) to be bound by and comply with Sections 7.5 (Exclusivity) and 10.12 (Publicity) of the Business Combination
Agreement (and any relevant definitions contained in any such Sections of the Business Combination Agreement), mutatis mutandis,
as if such Shareholder was an original signatory to the Business Combination Agreement (as the Company) with respect to such provisions
and (ii) that such Shareholder shall provide to (A) SPAC and its Representatives any information regarding such Shareholder or the Subject
Shares that is reasonably requested by SPAC or its Representatives and is required in order for SPAC to comply with Sections 7.7 (Preparation
of Registration Statement/Proxy Statement/Prospectus; Shareholders’ Meetings and Approvals), 7.8 (Support of Transaction),
7.9 (Regulatory Authorizations; Other Filings) and 7.15 (SPAC Public Filings) of the Business Combination Agreement (and
any relevant definitions contained in any such Sections of the Business Combination Agreement) or otherwise in connection with any application
or filing made or any approval sought in connection with the Transactions (including filings with the SEC) and (B) the Company and its
Representatives any information regarding such Shareholder or the Subject Shares that is reasonably requested by the Company or its Representatives
and is required in order for the Company to comply with Sections 7.7 (Preparation of Registration Statement/Proxy Statement/Prospectus;
Shareholders’ Meetings and Approvals), 7.9 (Regulatory Authorizations; Other Filings) and 7.16 (Company Securities
Listing) of the Business Combination Agreement (and any relevant definitions contained in any such Sections of the Business Combination
Agreement) or otherwise in connection with any application or filing made or any approval sought in connection with the Transactions (including
filings with the SEC).
2
Section 1.02. New
Shares. In the event that after the execution of this Shareholder Support Agreement and prior to the Expiration Time (as defined
below) (a) any Company Ordinary Shares or other Equity Securities of the Company are issued to any Shareholder pursuant to any stock dividend,
stock split, recapitalization, reclassification, combination or exchange of, on or affecting the Company Ordinary Shares or other Equity
Securities of the Company owned by such Shareholder, or pursuant to any anti-dilution right or otherwise, (b) any Shareholder purchases
or otherwise acquires beneficial ownership of any Company Ordinary Shares or other Equity Securities of the Company, or (c) any Shareholder
acquires the right to vote or share in the voting of any Company Ordinary Shares or other Equity Securities of the Company (such Company
Ordinary Shares or other Equity Securities of the Company, collectively the “New Securities”), then such New Securities
issued to, acquired by or purchased by such Shareholder shall be subject to the terms of this Shareholder Support Agreement to the same
extent as if they constituted the Company Ordinary Shares or other Equity Securities of the Company owned by such Shareholder respectively,
as of the execution hereof (and shall constitute Subject Shares for all purposes hereof); provided that, for the avoidance of doubt,
any Company Ordinary Shares acquired in (a) the PIPE Investment or (b) the investment contemplated by those certain subscription
agreements entered into in March 2026 and April 2026 by and among the Company and the investors party thereto (the Company Ordinary Shares
contemplated in the foregoing clauses (a) and (b), the “Excluded Shares”) shall not be considered New Securities or
Subject Shares for purposes of Section 1.10 (and such Excluded Shares shall not be subject to the restrictions set forth therein)
of this Shareholder Support Agreement.
Section
1.03. Closing Date Deliverables. On the Closing Date, the Shareholders shall deliver to SPAC and the Company a duly executed
counterpart of the Registration Rights Agreement.
Section 1.04. Shareholder
Agreements.
(a) At
any meeting of the shareholders of the Company, however called, or at any adjournment or postponement thereof, or in any other circumstance
in which the vote, consent or other approval of the shareholders of the Company is sought from the date hereof until the earlier of (x)
the Closing and (y) such date and time as the Business Combination Agreement is terminated in accordance with Section 9.1 thereof (the
earlier of (x) and (y), the “Expiration Time”), each Shareholder shall (i) appear at each such meeting in person or
by proxy or otherwise and, in any case, cause all of its Subject Shares to be counted as present thereat for purposes of calculating a
quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered)
covering, all of its Subject Shares:
(i) in
favor of each of the Company Shareholder Resolutions;
(ii) against
any Acquisition Proposal (other than to or with SPAC and its Representatives) or any proposal relating to an Acquisition Proposal (in
each case, other than as set forth in the Company Shareholder Resolutions);
(iii) against
any merger agreement, business combination agreement, merger, amalgamation, share exchange, asset acquisition, share purchase, scheme
of arrangement, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or
winding up of or by the Company or any public offering of any Equity Securities of the Company (other than the Company Shareholder Resolutions);
(iv) against
any change in the business, management or board of directors of the Company (other than in connection with the Company Shareholder Resolutions);
3
(v) against
any proposal, action or agreement that would or would reasonably be expected to (A) impede, interfere with, delay, frustrate, prevent,
result in termination or failure to consummate of, or nullify any provision of, this Shareholder Support Agreement, the Business Combination
Agreement or any other Transaction Agreement or the Transactions, (B) result in a breach in any respect of any covenant, representation,
warranty or any other obligation or agreement of any Shareholder under this Agreement or of the Company under the Business Combination
Agreement or any other Transaction Agreement, (C) result in any of the conditions set forth in Article VIII of the Business Combination
Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any
class of share capital of, the Company (other than as set out in the Company Shareholder Resolutions); and
(vi) for
any proposal to adjourn or postpone the applicable meeting of the shareholders of the Company to a later date if (and only if) there are
not sufficient votes for approval of the Company Shareholder Resolutions.
(b) Without
limiting the generality of the foregoing Section 1.04(a),
except as contemplated by the Business Combination Agreement, any other Transaction Agreement or the Transactions, each Shareholder hereby
agrees, from and after the execution of this Shareholder Support Agreement (and, in the case of clauses (i) and (ii) below, until the
Expiration Time):
(i) not
to deposit any of the Subject Shares in a voting trust or subject any of the Subject Shares to any arrangement or agreement with respect
to the voting of such Subject Shares unless specifically requested to do so by the Company in writing in connection with the Business
Combination Agreement, the other Transaction Agreements or the Transactions;
(ii) not
to make a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC) of any equity
interests of other shareholders of the Company against any Company Shareholder Resolution or the Company Shareholder Approval or for any
Acquisition Proposal (other than with SPAC and its Representatives) in connection with any vote of the shareholders of the Company;
(iii) not
to commence or participate in any claim, derivative or otherwise, against the Company, SPAC or any of their respective Affiliates, directors
or officers (A) challenging the validity of, or seeking to enjoin the operation of, any provision of this Shareholder Support Agreement,
the Business Combination Agreement, any other Transaction Agreement or the Transactions, (B) alleging a breach of any fiduciary duty of
the board of directors or officers of SPAC or the Company or any of their Affiliates in connection with this Shareholder Support Agreement,
the Company Shareholder Approval, the Business Combination Agreement, any other Transaction Agreement or the Transactions or (C) relating
to the negotiation, execution or delivery of this Shareholder Support Agreement, the Business Combination Agreement, any other Transaction
Agreement or the Transactions; and
(iv) not
take, or commit or agree to take, any action inconsistent with Section Section
1.04(a) or the foregoing in this Section 1.04(b).
4
Section 1.05. No
Transfer. From the date of this Shareholder Support Agreement until the Expiration Time, each Shareholder shall not, directly
or indirectly, (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase
or otherwise transfer, assign, dispose of or agree to transfer, assign or dispose of, directly or indirectly, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and
the rules and regulations of the SEC promulgated thereunder, with respect to, any Subject Shares, (b) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such
transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any
transaction specified in the immediately preceding clauses (a)
or (b) (any of the actions specified in the
immediately preceding clauses (a) to (c),
a “Transfer”), other than pursuant to the Mergers and in accordance with this Shareholder Support Agreement and the
other Transaction Agreements and in order for the Subject Shares to be admitted to DTC (as defined in the Governing Documents) or any
nominee in respect thereof. Notwithstanding the foregoing, such Shareholder may make Transfers of the Subject Shares (A) pursuant to and
in accordance with this Shareholder Support Agreement, (B) upon the prior written consent of the Company and SPAC, (C) in the case of
an individual, by gift to a member of one of the individual’s immediate family, to a trust or other fiduciary entity, the beneficiary
of which is a member of the individual’s immediate family, (D) in the case of an individual, by virtue of laws of descent and distribution
upon death of the individual, (E) in the case of an individual, pursuant to a qualified domestic relations order, (F) in the case of an
individual, pursuant to a charitable gift or contribution, (G) in the case of an entity, by virtue of such Shareholder’s Governing
Documents upon liquidation or dissolution of such Shareholder and (H) to any Affiliate of such Shareholder (each of the transferees
described in clauses (A)-(H), a “Permitted Transferee”); provided that, in each case of clauses (A)
through (H), the power to vote (including, without limitation, by proxy or power of attorney) and otherwise fulfill such Shareholder’s
obligations under and in accordance with this Shareholder Support Agreement is not relinquished, modified or limited in any manner in
or as a result of any such Transfer, and as a condition to the effectiveness of any such Transfer, the transferee thereof shall enter
into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Shareholder
Support Agreement to the same extent as such transferring Shareholder was with respect to such transferred Subject Shares; provided,
further, that in the case of clauses (D),
(E) or (F),
the transferee thereof will not be required to assume voting obligations if the transferee’s assumption of such obligations would
violate any applicable Laws, including any securities Laws, or would reasonably be expected to materially delay or impede the Registration
Statement or Proxy Statement being declared effective under the Securities Act. Any action attempted to be taken in violation of the foregoing
in this Section 1.05 will be null and void ab initio.
Section 1.06. No
Inconsistent Agreements. Each Shareholder hereby represents and covenants that such Shareholder (a) has not entered into, and
shall not enter into, any agreement or undertaking that would restrict, limit or interfere with, or that is otherwise inconsistent with,
or would adversely affect, or prohibit or prevent from satisfying, the ability to perform or satisfy any party’s obligations under
this Shareholder Support Agreement or the Company’s or the SPAC’s ability to perform or satisfy any obligation under the Business
Combination Agreement or any other Transaction Agreement, or that is otherwise inconsistent with such Shareholder’s obligations
hereunder, including any voting agreement or voting trust with respect to any of the Subject Shares, and (b) has not granted, and shall
not grant, a proxy or power of attorney with respect to any of the Subject Shares that is inconsistent with such Shareholder’s obligations
hereunder.
5
Section 1.07. Related
Party Arrangements. Except as expressly contemplated by the Business Combination Agreement, no Shareholder shall receive from the
Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation prior
to, or in connection with, the consummation of the Mergers.
Section 1.08. Consent
to Disclosure. Each Shareholder hereby consents to the publication and disclosure in the Registration Statement and the Proxy Statement/Prospectus
(and, as and to the extent otherwise required by applicable securities Laws or the SEC or any other securities authorities, including
in any other documents or communications provided by SPAC or the Company to any Governmental Authority or to securityholders of the Company),
to the extent such publication and disclosure is required by applicable securities Laws or the SEC or any other securities authorities,
of such Shareholder’s identity and beneficial ownership of Subject Shares and the nature of such Shareholder’s commitments,
arrangements and understandings under and relating to this Shareholder Support Agreement and, if deemed appropriate by SPAC or the Company,
a copy of this Shareholder Support Agreement.
Section 1.09. Waiver
and Release of Claims. Each Shareholder covenants and agrees as follows:
(a) Subject
to and conditioned upon the Closing, effective as of the Closing (and subject to the limitations set forth in Section
1.09(d)), each Shareholder, on behalf of itself and its Affiliates and its and their respective successors, assigns, representatives,
administrators, executors and agents, and any other Person claiming by, through or under any of the foregoing (each a “Releasing
Party” and, collectively, the “Releasing Parties”; provided, for the avoidance of doubt, that the
Company shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge
SPAC, the Company, each Merger Sub and each of its and their past and present Subsidiaries, and the equityholders, directors, officers,
employees, agents, predecessors, successors and assigns of each of the foregoing (the “Released Parties”), from any
and all past or present claims, demands, damages, debts, judgments, causes of action and liabilities of any nature whatsoever, whether
or not known, suspected or claimed, directly or indirectly arising from or relating to (x) the Releasing Parties’ ownership of the
Subject Shares or the Transactions or (y) any act, omission, event or transaction occurring (or any circumstance existing) at or prior
to the Closing (each a “Claim” and, collectively, the “Claims”), in each case (x) and (y), except
for fraud, willful misconduct or gross negligence.
(b) Each
Shareholder acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to
be true with respect to the subject matter of this Section
1.09(b), and that it may hereafter come to have a different understanding of the Law that may apply to potential Claims which it is releasing
hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever
settle and release any and all Claims in accordance with this Section
1.09(b). In furtherance of this intention, such Shareholder acknowledges that the releases contained herein shall be and remain in effect
as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings
of Law.
6
(c) Such
Shareholder knowingly and voluntarily waives and releases any and all rights and benefits that such Shareholder may now have, or in the
future may have, under Section 1542 of the California Civil Code (or any analogous Law of any other jurisdiction), which reads as follows:
“A GENERAL RELEASE
DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING
THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
Such Shareholder understands
that Section 1542 of the California Civil Code, or a comparable Law of another jurisdiction, gives such Shareholder the right not to release
existing claims of which such Shareholder is not aware, unless such Shareholder voluntarily chooses to waive this right. Having been so
apprised, such Shareholder nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542 of the California
Civil Code, or such other comparable Law, and elects to assume all risks for claims that exist, existed or may hereafter exist in his,
her or its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released
pursuant to this Section 1.09, in each case, effective as of the Closing. Such Shareholder acknowledges and agrees that the
foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.09 and that, without
such waiver, the Company would not have agreed to the terms of this Shareholder Support Agreement or the Business Combination Agreement.
(d) Notwithstanding
the foregoing provisions of this Section 1.09 or anything
to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release
or discharge, any Claims that arise under or are based upon the terms of (i) this Shareholder Support Agreement, (ii) any other Transaction
Agreement to which such Releasing Party is a party, (iii) the Registration Rights Agreement, (iv) the articles of association of the Company
or other Governing Document existing as of the date hereof, (v) any indemnity agreement between any director or officer of the Company
and the Company with or for the benefit of a Releasing Party with respect to any Claims for indemnification, contribution, set-off, reimbursement
or similar rights, (vi) any Company Equity Awards granted to such Releasing Parties or any claims to remuneration in the ordinary course
pursuant to their employment arrangements or (vii) any D&O insurance policy maintained by the Company or any of its Subsidiaries.
7
(e) Notwithstanding
the foregoing provisions of this Section 1.09, nothing contained
in this Shareholder Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other
party hereto. Notwithstanding anything to the contrary contained herein, each Shareholder (and each of its Affiliates other than the Company)
and the Company shall be deemed not to be Affiliates of each other for purposes of this Section
1.09.
Section 1.10. Lock-Up.
(a) Each
Shareholder hereby agrees that, upon and subject to the Closing, it shall not Transfer any Company Ordinary Shares (including any Subject
Shares, and, for the avoidance of doubt, excluding any Excluded Shares) held by such Shareholder (the “Lock-Up Shares”)
until the earlier of: (i) the date that is one hundred and eighty (180) days from the Closing and (ii) with respect to all or a portion
of the Lock-Up Shares (as applicable), on such earlier date of release as may be permitted in accordance with Section
1.10(c) below (the period beginning on the Closing Date and ending upon the earlier of clause (i) and (ii) being, the “Lock-Up
Period”).
(b) Notwithstanding
the foregoing Section 1.10(a), such Shareholder may Transfer
the Lock-Up Shares to a Permitted Transferee prior to expiry of the Lock-Up Period; provided that prior to and as a condition to
the effectiveness of any such Transfer, such Permitted Transferee executes and delivers to the Company a joinder to this Agreement in
the form attached hereto as Exhibit A.
(c) A
certain number of Lock-Up Shares shall be released for Transfer and no longer subject to the Transfer restrictions set forth in Section
1.10(a), in each case as set forth below (the period from the Closing Date to the end of the Lock-Up Period, the “Lock-Up Trading
Measurement Period”):
(i) Fifty
percent (50%) of the Lock-Up Shares will be released for Transfer immediately if the volume weighted average Share Price of the Company
Ordinary Shares on the principal exchange on which such securities are then listed or quoted (as reported on Bloomberg) is at or above
$12.00 (the “First Lock-Up Release Threshold”) for any twenty (20) Trading Days (which need not be consecutive) over
a thirty (30) Trading Day period at any time during the Lock-Up Trading Measurement Period;
(ii) Twenty-five
percent (25%) of the Lock-Up Shares will be released for Transfer immediately if the volume weighted average Share Price of the Company
Ordinary Shares on the principal exchange on which such securities are then listed or quoted (as reported on Bloomberg) is at or above
$15.00 (the “Second Lock-Up Release Threshold”) for any twenty (20) Trading Days (which need not be consecutive) over
a thirty (30) Trading Day period at any time during the Lock-Up Trading Measurement Period;
(iii) Twenty-Five
percent (25%) of the Lock-Up Shares will be released for Transfer immediately if the volume weighted average Share Price of the Company
Ordinary Shares on the principal exchange on which such securities are then listed or quoted (as reported on Bloomberg) is at or above
$18.00 (the “Third Lock-Up Release Threshold,” and together with the First Lock-Up Release Threshold and Second Lock-Up
Release Threshold, the “Release Thresholds”) for twenty (20) Trading Days (which need not be consecutive) over a thirty
(30) Trading Day period at any time during the Lock-Up Trading Measurement Period; and
8
(iv) if
an Early Release Event (as defined below) occurs during the Lock-Up Period, then all of the Lock-Up Shares that have not been released
for Transfer shall be released for Transfer immediately and no longer be subject to the Transfer restrictions in this Section
1.10, effective immediately prior to the consummation of such Early Release Event (and, for the avoidance of doubt, in such case the Lock-Up
Period shall expire on the date of such Early Release Event).
(d) For
the avoidance of doubt, the time period in respect of which any Release Threshold is calculated may run concurrently with (and/or may
overlap any portion of such period with) the time periods in respect of which any other Release Thresholds are calculated (and need not
run consecutively), so that multiple tranches of Lock-Up Shares may be released for Transfer (and become no longer subject to the Transfer
restrictions) concurrently with respect to the same period (or with respect to any such overlap between multiple time periods) in connection
with the satisfaction of the Second Lock-Up Release Threshold and/or Third Lock-Up Release Threshold.
(e) For
purposes of this Shareholder Support Agreement, (i) “Share Price” means, on any date on or after the Closing and on
or prior to the Termination Date, the closing sale price per share of Company Ordinary Shares reported as of 4:00 p.m., New York, New
York time on such date by Bloomberg, or if not available on Bloomberg, as reported by or an authoritative source generally used for such
purposes and selected by the Company, (ii) “Equity Securities” means any share, share capital, capital stock, partnership,
membership, joint venture or similar interest in any Person (including any stock appreciation, phantom stock, profit participation or
similar rights), and any option, warrant, right or security (including debt securities) convertible, exchangeable or exercisable therefor,
(iii) “Early Release Event” means any of the following: (A) if the Company is merged, consolidated or reorganized with
or into another Person except for any such merger or consolidation in which the shares of Company Ordinary Shares outstanding immediately
prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent,
immediately following such merger or consolidation, a majority, by voting power, of the capital stock of the surviving or resulting corporation
(or of a parent company thereof); (2) the Company sells, leases, assigns, transfers, licenses or otherwise disposes of, in one or a series
of related transactions, all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, or the sale or
disposition (whether by merger or otherwise) of one or more Subsidiaries of the Company if substantially all of the assets of the Company
and its Subsidiaries taken as a whole are held by such Subsidiaries, except where such sale, lease, transfer, exclusive license or other
disposition is to a Subsidiary of the Company; (C) any transaction or series of transactions, taken together, that constitute a “going
private” transaction pursuant to Rule 13e-3 under the Exchange Act or pursuant to which the Company otherwise ceases to be subject
to reporting obligations under Sections 13 or 15(d) of the Exchange Act or (D) if Company Ordinary Shares shall cease to be listed on
a national securities exchange (in the case of each of clause (A), (B), (C) or (D), whether by amalgamation, merger, consolidation, arrangement,
tender offer, recapitalization, purchase, issuance, sale or transfer of Equity Securities or assets or otherwise), and (iv) “Trading
Day” means any day on which the Company Ordinary Shares are actually traded on Nasdaq or any other exchange on which the Company
Ordinary Shares are then listed or quoted.
9
(f) The
share certificates (if any are issued) representing the Lock-Up Shares shall be stamped or otherwise imprinted with, and each book-entry
account evidencing any Lock-Up Shares must bear, a legend in substantially the following form, in addition to any other applicable legends:
“THE SECURITIES
REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER, DIVIDENDS AND OTHER RIGHTS SET FORTH IN SECTION 1.10 OF THE SHAREHOLDER SUPPORT
AGREEMENT, DATED AS OF MAY 26, 2026, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S
SECURITY HOLDER NAMED THEREIN, AS AMENDED FROM TIME TO TIME. A COPY OF SUCH SHAREHOLDER SUPPORT AGREEMENT WILL BE FURNISHED WITHOUT CHARGE
BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
(g) The
Company will cause its transfer agent to remove such legend as promptly as practicable following the expiration of the Lock-Up Period
(with respect to all or any portion of Lock-Up Shares, as applicable).
(h) Notwithstanding
this Section 1.10, each Shareholder and each of its Permitted
Transferees (each, an “Equity Holder,” and collectively, the “Equity Holders”) may Transfer Lock-Up
Shares during the Lock-Up Period in the following circumstances:
(i) as
one or more bona fide gifts or charitable contributions, or for bona fide estate planning purposes; provided that such Transfer shall
not involve a disposition for value and, prior to and as a condition to the effectiveness of any such Transfer, the donee or transferee
shall execute and deliver to the Company a written agreement to be bound by the restrictions set forth in this Section
1.10;
(ii) upon
death by will, testamentary document or intestate succession; provided that, prior to and as a condition to the effectiveness of any Transfer
of Lock-Up Shares by the applicable recipient, such recipient shall execute and deliver to the Company a written agreement to be bound
by the restrictions set forth in this Section 1.10;
(iii) by
operation of law, including pursuant to a court or regulatory agency order, qualified domestic order, divorce settlement, divorce decree
or separation agreement;
(iv) to
the Company in connection with the vesting, settlement or exercise of any Company Equity Awards, including for the payment of any exercise
price or tax, remittance or other obligations due as a result of such vesting, settlement or exercise, whether by way of “net”
or “cashless” exercise, “net settlement” or otherwise; provided that any ordinary shares received upon such vesting,
settlement or exercise and not used for the payment of any such exercise price or tax, remittance or other obligations shall remain subject
to the restrictions set forth in this Section 1.10;
10
(v) in
open market transactions during the Lock-Up Period to generate net proceeds, after deducting commissions, in an aggregate amount not to
exceed the amount of taxes or estimated taxes that become due as a result of the vesting, settlement or exercise during the Lock-Up Period
of Company Equity Awards held by such Equity Holder; provided that any ordinary shares retained by such Equity Holder after giving
effect to any such sale shall remain subject to the restrictions set forth in this Section
1.10;
(vi) pursuant
to a bona fide third-party tender offer, merger, consolidation, arrangement, amalgamation or other similar transaction that is approved
by the Company Board and made to all holders of Company Ordinary Shares and that, if consummated, would result in an Early Release Event;
provided that, if such transaction is not consummated, the Lock-Up Shares shall remain subject to the restrictions set forth in this Section
1.10;
(vii) in
connection with the establishment of a written trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act; provided
that no Lock-up Shares may be sold, transferred or otherwise disposed of under such plan during the Lock-Up Period; and
(viii) with
the prior written consent of the Company Board.
(i) In
the case of any Transfer or other transaction pursuant to Section
1.10(h)(i), Section 1.10(h)(ii), Section
1.10(h)(iii), Section 1.10(h)(iv), Section
1.10(h)(v) or Section 1.10(h)(vii), no public filing, report
or announcement shall be voluntarily made by or on behalf of the applicable Equity Holder during the Lock-Up Period, and if any such filing,
report or announcement is legally required during the Lock-Up Period, such filing, report or announcement shall clearly indicate the circumstances
of such Transfer or other transaction and, where applicable, that the relevant Lock-Up Shares remain subject to the restrictions set forth
in this Section 1.10.
ARTICLE
2
IRREVOCABLE
PROXY AND POWER OF ATTORNEY
Section 2.01. Grant
of Irrevocable Proxy and Power of Attorney.
(a) Each
Shareholder makes, constitutes and appoints each of Stefano Buono and Elisabeth Rizotti (independently and each with the ability to act
individually without the other) as its true and lawful attorney and proxy with full power to appoint a nominee or nominees to act hereunder
from time to time and to represent and vote the Subject Shares by proxy at all meetings of shareholders (or any class thereof) of the
Company, sign any form of proxy and grant written consents or approvals in respect of the Subject Shares in each case in a manner consistent
with Section 1.04 and with the same force and effect as such
Shareholder might or could do with respect to such Subject Shares, regardless whether such shareholders are required to vote on a poll,
in the form of written resolutions or on a show of hands, with respect to all resolutions and matters to be voted upon by shareholders
of the Company.
11
(b) Each
Shareholder hereby ratifies and confirms and undertakes to ratify and confirm that each of Stefano Buono and Elisabeth Rizotti (independently
and each with the ability to act individually without the other) or their respective nominee or nominees, in their capacity as the attorney
and proxy of the Subject Shares, may lawfully do or cause to be done by virtue of the rights hereby granted and exercised in accordance
with this Section 2.01 of this Shareholder Support Agreement.
(c)
Each Shareholder hereby (i) affirms that this Shareholder Support Agreement is (A) coupled with and intended to secure an interest sufficient
in applicable Law to support an irrevocable power of attorney or irrevocable proxy, and (B) executed and intended to be irrevocable, (ii)
revokes any and all prior proxies granted by the Shareholder with respect to the Subject Shares to any Person (other than those granted
pursuant to the Company’s Governing Documents), (iii) undertakes that no subsequent proxy shall be given (and if given shall be
ineffective) by the Shareholder to any Person other than Stefano Buono and Elisabeth Rizotti with respect to the Subject Shares, and (iv)
undertakes that the proxy granted by this Section 2.01 is
an irrevocable proxy and power of attorney and shall survive (x) any dissolution or winding up of any Shareholder that is an entity, (y)
any testamentary transfer or any transfer by the laws of intestate succession by any Shareholder who is an individual, and (z) any Transfer
permitted pursuant to Section 1.05 or Section
1.11 of this Shareholder Support Agreement.
ARTICLE
3
REPRESENTATIONS AND WARRANTIES
Section 3.01. Representations
and Warranties of the Shareholders. Each Shareholder represents and warrants, severally but not jointly and severally, as of
the date hereof to SPAC and the Company as follows:
(a) Organization;
Due Authorization. If such Shareholder is not an individual, such Shareholder is duly organized, validly existing and in good standing
under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance
of this Shareholder Support Agreement and the consummation of the transactions contemplated hereby are within such Shareholder’s
corporate, limited liability company or organizational powers and have been or will be duly authorized by all necessary corporate, limited
liability company or organizational actions on the part of such Shareholder. Such Shareholder has full legal capacity, right and authority
to execute and deliver this Shareholder Support Agreement and to perform its obligations hereunder. This Shareholder Support Agreement
has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties
to this Shareholder Support Agreement, this Shareholder Support Agreement constitutes a legally valid and binding obligation of such Shareholder,
enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws,
other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance
and other equitable remedies). If this Shareholder Support Agreement is being executed in a representative or fiduciary capacity, the
Person signing this Shareholder Support Agreement has full power and authority to enter into this Shareholder Support Agreement on behalf
of such Shareholder.
12
(b) Ownership.
Such Shareholder is the record and beneficial owner (as defined in the Securities Act) of, and has good title to, the Subject Shares,
and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose
of the Subject Shares (other than transfer restrictions under the Securities Act)) affecting the Subject Shares, other than Liens pursuant
to (i) this Shareholder Support Agreement, (ii) the Company’s Governing Documents, (iii) the Business Combination Agreement, or
(iv) any applicable securities Laws. The Subject Shares are the only Equity Securities of the Company owned of record or beneficially
by such Shareholder on the date of this Shareholder Support Agreement, and none of the Subject Shares are subject to any proxy, voting
trust or other agreement or arrangement with respect to the voting of the Subject Shares (other than the Company’s Governing Documents).
Other than the Subject Shares and any Company Equity Awards (if applicable), such Shareholder does not hold or own any rights to acquire
(directly or indirectly) any Equity Securities of the Company or any Equity Securities convertible into, or which can be exchanged for,
Equity Securities of the Company.
(c) No
Conflicts. The execution and delivery of this Shareholder Support Agreement by such Shareholder does not, and the performance by such
Shareholder of its obligations hereunder will not, (i) if such Shareholder is not an individual, conflict with or result in a violation
of the Governing Documents of such Shareholder, (ii) require any consent or approval that has not been given or other action that has
not been taken by any Person (including under any Contract binding upon such Shareholder or the Subject Shares), or (iii) result in the
creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company, in each case, to the extent such
consent, approval or other action would prevent, enjoin or materially delay or impair the performance by such Shareholder of its obligations
under this Shareholder Support Agreement.
(d) Litigation.
There is no Action pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before
(or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges
or seeks to prevent, enjoin or materially delay or impair the performance by such Shareholder of its obligations under this Shareholder
Support Agreement. To the knowledge of such Shareholder, there is no outstanding Governmental Order imposed upon such Shareholder which
would prevent, enjoin or materially delay or impair the performance by such Shareholder of its obligations under this Shareholder Support
Agreement.
(e) Adequate
Information. Such Shareholder is a sophisticated investor and has adequate information concerning the business and financial condition
of SPAC and the Company to make an informed decision regarding this Shareholder Support Agreement and the Transactions, and has independently
and without reliance upon SPAC or the Company and based on such information as such Shareholder has deemed appropriate, made its own analysis
and decision to enter into this Shareholder Support Agreement. Such Shareholder acknowledges that SPAC and the Company have not made and
do not make any representation or warranty to such Shareholder, whether express or implied, of any kind or character except as expressly
set forth in this Shareholder Support Agreement. Such Shareholder acknowledges that the agreements contained herein with respect to the
Subject Shares held by such Shareholder are irrevocable.
13
(f) Brokerage
Fees. Except as described on Section 5.16 of the Company Disclosure Letter, no broker, finder, investment banker or other Person is
entitled to any brokerage fee, finders’ fee or other commission in connection with the Transactions based upon arrangements made
by such Shareholder for which the Company, SPAC or any of their respective Affiliates may become liable.
(g) Acknowledgment.
Such Shareholder understands and acknowledges that each of SPAC and the Company is entering into the Business Combination Agreement in
reliance upon such Shareholder’s execution and delivery of this Shareholder Support Agreement and the representations, warranties,
covenants and other agreements of such Shareholder contained herein.
ARTICLE
4
MISCELLANEOUS
Section 4.01. Termination.
This Shareholder Support Agreement and all of its provisions shall terminate and be of no further force or effect upon the earlier of
(a) the Expiration Time and (b) the written agreement of each of the Shareholders, SPAC and the Company. Upon such termination of this
Shareholder Support Agreement, all obligations of the parties under this Shareholder Support Agreement will terminate, without any liability
or other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no party
hereto shall have any claim against another (and no person shall have any rights against such party), whether under contract, tort or
otherwise, with respect to the subject matter hereof; provided, however, that (i) the termination of this Shareholder
Support Agreement shall not relieve any party hereto from liability arising in respect of any breach of this Shareholder Support Agreement
prior to such termination or Fraud, and (ii) this ARTICLE
4 shall survive the termination of this Shareholder Support Agreement.
Section 4.02. Amendment.
Subject to applicable Law, this Shareholder Support Agreement may not be amended, changed, supplemented or otherwise modified or terminated,
except upon the execution and delivery of a written agreement executed by SPAC, the Company and the Shareholders.
Section 4.03. Notices.
All notices and other communications under this Shareholder Support Agreement shall be in writing and shall be deemed given (a) when delivered
personally by hand (with written confirmation of receipt by other than automatic means, whether electronic or otherwise), (b) when sent
by email (with no automated reply, such as an out-of-office notification, no mail undeliverable notification or other rejection notice),
or (c) one (1) Business Day following the day sent by an internationally recognized overnight courier (with written confirmation of receipt),
in each case, at the following addresses or email addresses (or to such other address or email address as a party may have specified by
notice given to the other party pursuant to this provision):
If to SPAC:
NewHold Investment Corp III
52 Vanderbilt Avenue
Suite 2005
New York, NY 10017
Attention: Kevin Charlton
Email: ***
14
with a copy (which shall not constitute actual or constructive
notice) to:
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Attention: Giovanni Caruso
Email: ***
If to the Company:
NewCleo Ltd.
55 South Audley Street
London, W1K 2QH
United Kingdom
Attention:
Khalil Bukhari
Email:
***
with a copy (which shall not constitute actual or constructive
notice) to:
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Attention:
Michael Senders; Yasin Keshvargar
Email:
***; ***
If to a Shareholder, to the address set
forth under such Shareholder’s signature to
this Shareholder Support Agreement.
or to such other address or addresses as the parties
may from time to time designate in writing. Copies delivered solely to outside counsel shall not constitute notice.
Section 4.04. Further
Assurances. Each Shareholder shall take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary
or reasonably requested by the Company and/or SPAC to consummate the Mergers and the other Transactions.
Section 4.05. Waiver.
Each provision in this Shareholder Support Agreement may only be waived by written instrument making specific reference to
this Shareholder Support Agreement signed by the party against whom enforcement of any such provision so waived is sought. No action taken
pursuant to this Shareholder Support Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute
a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The
waiver by any party hereto of a breach of any provision of this Shareholder Support Agreement shall not operate or be construed as a further
or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any party to exercise,
and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power
or remedy.
15
Section
4.06. Assignment. No party hereto shall assign, delegate or otherwise transfer this Shareholder Support Agreement or any part
hereof without the prior written consent of the other parties and any such assignment, delegation or transfer without such prior written
consent shall be null and void. Subject to the foregoing, this Shareholder Support Agreement shall be binding upon and inure to the benefit
of the parties and their respective permitted successors and assigns.
Section
4.07. Rights of Third Parties. Nothing expressed or implied in this Shareholder Support Agreement is intended or shall
be construed to confer upon or give any Person, other than the parties, any right or remedies under or by reason of this Shareholder Support
Agreement; provided, however, that the Released Parties (and their successors, heirs and representatives), are intended
third-party beneficiaries of, and may enforce, Section
1.10.
Section 4.08. Governing
Law; Jurisdiction.
(a) This
Shareholder Support Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Shareholder Support
Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement
of this Shareholder Support Agreement, shall be governed by and construed in accordance with the Laws of the State of New York without
regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction.
(b) All
Legal Proceedings arising under the Laws of the State of New York out of or relating to this Shareholder Support Agreement shall be heard
and determined exclusively in any federal court sitting in the Borough of Manhattan of The City of New York; provided, however,
that if such federal court does not have jurisdiction over such Legal Proceedings, they shall be heard and determined exclusively in the
Supreme Court of the State of New York, Commercial Division, sitting in the Borough of Manhattan of The City of New York (and any appellate
court therefrom). Each of the parties agrees that mailing of process or other papers in connection with any such Legal Proceedings in
the manner provided in Section 4.03 or in such other manner
as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereby (i) submits to the exclusive
jurisdiction of the aforesaid courts for the purpose of any Legal Proceeding arising under the Laws of the State of New York out of or
relating to this Shareholder Support Agreement brought by any party hereto, and (ii) irrevocably waives, and agrees not to assert, by
way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with respect to this Shareholder Support Agreement and
the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Shareholder Support
Agreement and the rights and obligations arising hereunder any claim that it is not personally subject to the jurisdiction of the aforesaid
courts for any reason, other than the failure to serve process in accordance with this Section
4.08.
Section 4.09. Waiver
of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LEGAL REQUIREMENTS WHICH CANNOT BE WAIVED, EACH OF THE PARTIES AND
ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT
TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SHAREHOLDER SUPPORT AGREEMENT, EACH OTHER
TRANSACTION AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS, AND FOR ANY COUNTERCLAIM RELATING THERETO, IN EACH CASE, WHETHER NOW EXISTING
OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY
NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT
OF OR RELATING TO THIS SHAREHOLDER SUPPORT AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. FURTHERMORE,
NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE
ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.
16
Section 4.10. Entire
Agreement. (a) This Shareholder Support Agreement, (b) the Business Combination Agreement (together with the Company Disclosure
Letter and the SPAC Disclosure Letter), (c) the other Ancillary Agreements, (d) the Nondisclosure Agreement and (e) any other documents
and instruments and agreements among the parties as contemplated or referred to herein, constitute the entire agreement among the parties
to this Shareholder Support Agreement relating to the Transactions and supersede any other agreements, whether written or oral, that may
have been made or entered into by or among any of the parties or any of their respective Subsidiaries relating to the Transactions. No
representations, warranties, covenants, understandings, agreements, oral or otherwise, relating to the Transactions exist between such
parties, except as expressly set forth in this Shareholder Support Agreement and the Ancillary Agreements.
Section 4.11. Severability.
If any provision of this Shareholder Support Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Shareholder Support Agreement shall remain in full force and effect. The parties further agree that if any provision
contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Shareholder Support Agreement,
they shall take any actions necessary to render the remaining provisions of this Shareholder Support Agreement valid and enforceable to
the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Shareholder Support Agreement to
replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the
intent of the parties.
Section 4.12. Headings;
Counterparts. The headings in this Shareholder Support Agreement are for convenience only and shall not be considered a part
of or affect the construction or interpretation of any provision of this Shareholder Support Agreement. This Shareholder Support Agreement
may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one (1) and the same instrument.
Section 4.13. Enforcement.
The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur
in the event that the parties do not perform the provisions of this Shareholder Support Agreement (including failing to take such actions
as are required of them under the provisions of this Shareholder Support Agreement in order to consummate the Mergers) in accordance with
its specified terms or otherwise breach or threaten to breach such provisions. The parties acknowledge and agree that the parties shall
be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and
other equitable relief to prevent breaches or threatened breaches of this Shareholder Support Agreement and to enforce specifically the
terms and provisions hereof. Without limiting the foregoing, each of the parties agrees that it will not oppose the granting of an injunction,
specific performance and other equitable relief on the basis that (i) there is adequate remedy at law or (ii) an award of specific performance
is not an appropriate remedy for any reason at law or in equity. Any party seeking an order or injunction to prevent breaches or threatened
breaches and to enforce specifically the terms and provisions of this Shareholder Support Agreement shall not be required to provide any
bond or other security in connection with any such order or injunction.
Section 4.14. Construction.
The construction provisions set forth in Section 1.2 of the Business Combination Agreement shall apply to this Shareholder Support Agreement,
mutatis mutandis, and such provisions are hereby incorporated by reference herein as if fully set forth herein.
[Remainder of page intentionally left blank; signature
pages follow.]
17
IN WITNESS WHEREOF, SPAC, the Company and each
Shareholder have each caused this Shareholder Support Agreement to be duly executed as of the date first written above.
Shareholder: ELYSIA CAPITAL I SCSP
By:
/s/ Stefano Buono
Name:
Stefano Buono
Title:
Authorized Signatory
[Signature Page to Shareholder Support Agreement]
IN WITNESS WHEREOF, SPAC,
the Company and each Shareholder have each caused this Shareholder Support Agreement to be duly executed as of the date first written
above.
Shareholder:
By:
/s/ Elisabeth Rizzotti
Name:
Elisabeth Rizzotti
[Signature Page to Shareholder Support Agreement]
IN WITNESS WHEREOF, SPAC,
the Company and each Shareholder have each caused this Shareholder Support Agreement to be duly executed as of the date first written
above.
Shareholder: PARABENSA SRL
By:
/s/
Andrea Ruben Osvaldo Levi
Name:
Andrea Ruben Osvaldo Levi
Title:
Authorized Signatory
[Signature Page to Shareholder Support Agreement]
IN WITNESS WHEREOF, SPAC, the Company and each Shareholder have each
caused this Shareholder Support Agreement to be duly executed as of the date first written above.
Shareholder: DAL 1802 EDUCAZIONE CULTURA SALUTE AMBIENTE TECHNOLOGIA S.R.L.
By:
/s/ Andrea Ruben Osvaldo Levi
Name:
Andrea Ruben Osvaldo Levi
Title:
Authorized Signatory
[Signature Page to Shareholder Support Agreement]
IN WITNESS WHEREOF, SPAC, the Company and each Shareholder have each
caused this Shareholder Support Agreement to be duly executed as of the date first written above.
Shareholder: FIN POSILLIPO S.P.A
By:
/s/ Raffaele Petrone
Name:
Raffaele Petrone
Title:
Authorized Signatory
[Signature Page to Shareholder Support Agreement]
IN WITNESS WHEREOF, SPAC,
the Company and each Shareholder have each caused this Shareholder Support Agreement to be duly executed as of the date first written
above.
Shareholder: EMMEPLUS LIMITED
By:
/s/ Giorgio Scelsi
Name:
Giorgio Scelsi
Title:
Director
[Signature Page to Shareholder Support Agreement]
IN WITNESS WHEREOF, SPAC, the Company and each
Shareholder have each caused this Shareholder Support Agreement to be duly executed as of the date first written above.
Company:
NewCleo Ltd.
By:
/s/ Stefano Buono
Name:
Stefano Buono
Title:
Chief Executive Officer
[Signature Page to Shareholder Support Agreement]
IN WITNESS WHEREOF, SPAC, the Company and each
Shareholder have each caused this Shareholder Support Agreement to be duly executed as of the date first written above.
SPAC: NewHold Investment Corp III
By:
/s/ Kevin Charlton
Name:
Kevin Charlton
Title:
Authorized Signatory
[Signature Page to Shareholder Support Agreement]
Schedule A
SHAREHOLDERS
Shareholder
Company
Ordinary
Shares
ELYSIA CAPITAL I SCSP
40,073,159
Elisabeth Rizotti
800,000
FIN POSILLIPO S.P.A.
42,232,567
PARABENSA SRL
7,800,000
DAL 1802 EDUCAZIONE CULTURA SALUTE AMBIENTE TECNOLOGIA S.R.L.
2,300,000
EMMEPLUS LIMITED
6,782,798
Exhibit A
Form
of Joinder Agreement
This Joinder Agreement (this “Joinder
Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with
the Shareholder Support Agreement, dated as of [ ], 2026 (as amended, supplemented or otherwise modified from time to time, the
“Agreement”), by and among NewHold Investment Corp III, a Cayman Islands exempted company (“SPAC”),
NewCleo Ltd., a private limited company incorporated under the applicable Laws of England and Wales (the “Company”),
and the shareholders of the Company set forth on Schedule A thereto (each, a “Shareholder” and collectively,
the “Shareholders”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them
in the Agreement.
The Joining Party hereby acknowledges, agrees
and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to Section
1.10 of the Agreement as if it were the “Shareholder” thereunder as of the date hereof and shall have all of the rights and
obligations of such Shareholder with respect to Section 1.10 of the
Agreement as if it had executed the Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all
of the terms, provisions and conditions contained in the Agreement.
IN WITNESS WHEREOF, the undersigned has duly executed
this Joinder Agreement as of the date written below.
Date:
By:
Name:
Title:
Address for Notices:
With copies to:
[Exhibit A to Shareholder Support Agreement]
EX-10.3 — FORM OF PIPE SUBSCRIPTION AGREEMENT
EX-10.3
Filename: ea029209701ex10-3.htm · Sequence: 5
Exhibit
10.3
SUBSCRIPTION
AGREEMENT
I/we
acknowledge that the contents of this Subscription Agreement have not been approved by an authorised person within the meaning of
the United Kingdom Financial Services and Markets Act 2000 (as amended, the “FSMA”), have not been approved for the purpose
of Section 21 of the FSMA or any other equivalent laws nor have been reviewed, authorised or otherwise approved by the United Kingdom
Financial Conduct Authority (FCA) or any other regulatory body. Reliance on this Subscription Agreement for the purposes of engaging
in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested.
This
communication is made by NewCleo Ltd, incorporated in England and Wales with company number 13274878 whose registered office is at 55
South Audley Street, London, W1K 2QH (the “Company”). Any enquiries or requests for further information should be directed
to the Company at investors@newcleo.com.
This
Subscription Agreement prepared by the Company is exempt from the general restriction in section 21 of the FSMA on the communication
of invitations or inducements to engage in investment activity on the grounds that it is made to a high net worth individual or certified
sophisticated investor or self-certified sophisticated investor. Annex C of this Subscription Agreement contains the requirements to
qualify as a high net worth individual or certified sophisticated investor or self-certified sophisticated investor.
If
you are in any doubt as to the action to take, you are recommended to seek your own financial advice from your stockbroker, solicitor,
accountant, bank manager or other independent professional adviser who, if you are resident in the United Kingdom, is duly authorised
under the FSMA or, if you are not resident in the United Kingdom, from another appropriately authorised independent financial adviser.
This
SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [ ], 2026, by and among NewCleo Ltd.,
a private limited company incorporated under the laws of England and Wales whose registered address is 55 South Audley Street, London,
W1K 2QH, (company number 13274878) (the “Company”), NewHold Investment Corp III, a Cayman Islands exempted company
(“SPAC”), and the undersigned subscriber (“Subscriber”).
WHEREAS,
on or about the date hereof, (a) SPAC, (b) the Company, (c) newcleo1 Ltd., a Cayman Islands exempted company with limited liability and
a direct wholly owned subsidiary of the Company (“Merger Sub 1”), and (d) newcleo2 Ltd., a Cayman Islands exempted
company with limited liability and a direct wholly owned subsidiary of the Company (“Merger Sub 2”), entered into
a business combination agreement (as amended, modified, supplemented, waived or otherwise modified from time to time, the “BCA”);
WHEREAS,
immediately following the Capital Restructuring (as defined in the BCA), in each case, upon the terms and subject to the conditions of
the BCA and in accordance with the applicable provisions of the Companies Act (Revised) of the Cayman Islands, the parties to the BCA
desire to consummate a business combination transaction whereby (a) at the First Merger Effective Time (as defined in the BCA), Merger
Sub 1 will merge with and into SPAC, and as a result of which (i) the separate corporate existence of Merger Sub 1 will cease and
SPAC will continue as the surviving company in such merger and as a wholly owned subsidiary of the Company, (ii) each issued and outstanding
SPAC Ordinary Share shall no longer be issued and outstanding and shall automatically be cancelled in exchange for the right of the holder
thereof to receive one Company Ordinary Share (as defined in the BCA), and (iii) each issued and outstanding share in the capital of
Merger Sub 1 shall no longer be issued and outstanding and shall automatically be cancelled in exchange for the right of the holder thereof
to receive one share in the capital of the First Merger Surviving Company (as defined in the BCA); and (b) at the Second Merger Effective
Time (as defined in the BCA), the First Merger Surviving Company will merge with and into Merger Sub 2, and as a result of which (i) the
separate corporate existence of First Merger Surviving Company will cease and Merger Sub 2 will continue as the surviving company in
such merger and as a wholly owned subsidiary of the Company, and (ii) each issued and outstanding share in the capital of the First Merger
Surviving Company shall no longer be issued and outstanding and shall automatically be cancelled in exchange for the right of the holder
thereof to receive one share in the capital of the Second Merger Surviving Company (as defined in the BCA) (the transactions described
in the foregoing clauses (a) and (b), together with the other transactions contemplated by the BCA, collectively, the “Mergers”
or the “Transactions”);
WHEREAS,
in connection with the Transactions, Subscriber desires to subscribe for and purchase from the Company, on the Closing Date (as defined
below), and immediately prior to the consummation of the Mergers, such number of ordinary shares in the capital of the Company (the “Shares”),
as is set forth on the signature page hereto (the “Subscribed Shares”), at a purchase price of $10.00 per Share (the
“Per Share Price” and the aggregate of such Per Share Price for all Subscribed Shares being referred to herein as
the “Purchase Price”), and the Company desires to issue to Subscriber the Subscribed Shares in consideration of the
payment of the Purchase Price by or on behalf of Subscriber to the Company simultaneously with such purchase; and
WHEREAS,
on or about the date of this Subscription Agreement, SPAC and the Company are entering into subscription agreements (the “Other
Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”)
with certain other investors (the “Other Subscribers” and, together with Subscriber, the “Subscribers”),
severally and not jointly, in a form substantially similar to this Subscription Agreement, pursuant to which the Other Subscribers have
agreed to purchase Shares on the Closing Date at the Per Share Price (the Shares to be purchased by the Other Subscribers, the “Other
Subscribed Shares”).
NOW,
THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions
herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
Section 1. Subscription.
Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for, and the Company hereby agrees to allot and
issue to Subscriber, upon payment of the Purchase Price by or on behalf of Subscriber to the Company (or its designee), the Subscribed
Shares at the Closing (as defined below) (such subscription and issuance, the “Subscription”).
Section 2. Closing.
(a) The
consummation of the Subscription contemplated hereby (the “Closing”) shall, subject to the satisfaction or waiver
of the closing conditions set forth in this Section 2, occur on the same date as the Transactions, immediately prior to the consummation
of the Mergers (the “Closing Date”) (but for the avoidance of doubt, shall occur after giving effect to the Capital
Restructuring (as defined in the BCA)).
(b) The
Purchase Price shall be paid to the Company (or its designee) at the Closing in cash in such amounts as indicated in Subscriber’s
signature page of this Subscription Agreement.
(c) At
least five (5) Business Days before the anticipated Closing Date, the Company shall deliver written notice (via email) to Subscriber
(the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of
the Purchase Price to the Company (or its designee).
(d) No
later than three (3) Business Days prior to the Closing Date, Subscriber shall deliver to the Company such customary information as is
reasonably requested by the Company at least five (5) Business Days prior to the Closing Date in order for the Company to comply with
any legal, regulatory or “know-your-customer” requirement applicable to the Company in connection with the issuance of the
Subscribed Shares to Subscriber; provided, that in no event shall the Subscriber be obligated to deliver any information that the Subscriber
reasonably determines in good faith is proprietary, a trade secret or otherwise subject to a confidentiality obligation owed by the Subscriber
or any of its Affiliates to any other person, except to the extent (i) required by applicable law or regulation, or (ii) required by
any governmental authority or regulatory agency with jurisdiction over the Company or the Subscriber.
(e) No
later than 4:00 p.m. (Eastern time) one (1) business day prior to the Closing Date, Subscriber shall deliver the Purchase Price in cash
via wire transfer of United States dollars in immediately available funds to the account separately specified by the Company pursuant
to this Section 2, such funds to be held by the Company (or its designee) in escrow until the Closing. Following receipt of the
Purchase Price, the Company shall allot and issue to Subscriber (i) at the Closing, the Subscribed Shares in book entry form, free and
clear of any liens, encumbrances or other restrictions (other than those arising under state or federal securities laws), in the name
of Subscriber, and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance
to Subscriber of the Subscribed Shares (in book entry form) on and as of the Closing Date.
2
(f) In
the event that the consummation of the Transactions does not occur within two (2) Business Days after the anticipated Closing Date specified
in the Closing Notice, unless otherwise agreed to in writing by SPAC, the Company and Subscriber, the Company shall promptly (but in
no event later than three (3) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds in full
so delivered by Subscriber to the Company (or procure the return by its designee) by wire transfer in immediately available funds to
an account specified by Subscriber, and any book entries of Subscribed Shares shall be deemed cancelled. Notwithstanding such return
or release (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the
conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y)
unless and until this Subscription Agreement is terminated in accordance with Section 6, Subscriber shall remain obligated
to redeliver funds to the Company in escrow, as set forth in the Closing Notice, following the Company’s delivery to Subscriber
of a new Closing Notice in accordance with this Section 2 and Subscriber, the Company and SPAC shall remain obligated
to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s
delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means
a day, other than a Saturday, Sunday or any other day on which commercial banks in New York City (New York) or London (United Kingdom)
are not open for a full business day for the general transaction of business.
(g) The
obligations of Subscriber, the Company and SPAC to consummate, or cause to be consummated, the transactions contemplated by this Subscription
Agreement (including the Closing) are subject to the satisfaction or, if permitted by applicable law, waiver in writing by each of the
parties hereto, of the conditions that, on the Closing Date:
(i)
all conditions precedent to the closing of the Transactions set forth in Article VIII (Conditions to Obligations) of the
BCA shall have been satisfied or waived by the person with the authority to give such waiver (other than any such conditions which by
their nature are to be satisfied at the Closing), but subject to the satisfaction or waiver of those conditions at the Closing) (as determined
solely by the parties to the BCA in accordance therewith); and
(ii) no
governmental authority with competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any judgment, order,
law, rule or regulation which is then in effect and has the effect of making the consummation of the transactions contemplated hereby
illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby (whether temporary, preliminary
or permanent) and no such governmental authority shall have instituted or threatened in writing a proceeding seeking to impose such restraint
or prohibition.
(h) The
obligations of SPAC and the Company to consummate, or cause to be consummated, the transactions contemplated by this Subscription Agreement
(including the Closing) are subject to the satisfaction or, if permitted by applicable law, waiver in writing by SPAC and the Company
of the additional conditions that, on the Closing Date:
(i) all
representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material respects
as of the Closing Date, as though made on the Closing Date (other than (A) representations and warranties that are qualified as
to materiality or Subscriber Material Adverse Effect (as defined below), which representations and warranties shall be true in all respects
as of the Closing Date, as though made on the Closing Date or (B) representations and warranties that speak as of a specified earlier
date, which representations and warranties shall be true and correct in all material respects as of such specified date), and consummation
of the Closing shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements of Subscriber
contained in this Subscription Agreement as of the Closing Date, but without giving effect to the consummation of the Transactions, or
as of such earlier date, as applicable, except, in each case, where the failure of such representations and warranties to be true and
correct (whether as of the Closing Date or such earlier date, as applicable), taken as a whole, does not result in a Subscriber Material
Adverse Effect; and
(ii) Subscriber
shall have wired the Purchase Price in accordance with Section 2(b) and otherwise performed, satisfied and complied
in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied
or complied with by it at or prior to the Closing.
3
(i) The
obligations of Subscriber to consummate, or cause to be consummated, the transactions contemplated by this Subscription Agreement (including
the Closing) are subject to the satisfaction or, if permitted by applicable law, waiver in writing by Subscriber of the additional conditions
that, on the Closing Date:
(i) all
representations and warranties of each of SPAC and the Company contained in this Subscription Agreement shall be true and correct as
of the Closing Date, as though made on the Closing Date (other than (A) representations and warranties that are qualified as to
materiality, SPAC Material Adverse Effect or Company Material Adverse Effect (each as defined below), which representations and warranties
shall be true in all respects as of the Closing Date, as though made on the Closing Date or (B) representations and warranties that
speak as of a specified earlier date, which representations and warranties shall be true and correct in all material respects as of such
specified date), and consummation of the Closing shall constitute a reaffirmation by SPAC and the Company, as applicable, of each of
its respective representations, warranties and agreements contained in this Subscription Agreement as of the Closing Date or as of such
earlier date, as applicable, except, in each case, where the failure of such representations and warranties to be true and correct (whether
as of the Closing Date or such earlier date), taken as a whole, does not result in a SPAC Material Adverse Effect or Company Material
Adverse Effect, as applicable;
(ii) no
Other Subscription Agreements entered into in connection therewith or in connection with the sale of the Other Subscribed Shares) shall
have been amended, modified or waived in any manner that provides any Other Subscriber with terms that are materially more favorable,
from an economic standpoint, than those afforded to Subscriber, unless the Subscriber shall have been offered in writing the same benefits
(other than terms or benefits particular to the legal or regulatory requirements of such Other Subscriber or its affiliates or related
persons);
(iii) no
amendments, modifications or waivers to the terms of the BCA (as it exists on the date hereof as provided to Subscriber) shall have occurred,
in each case, in a manner that would reasonably be expected to materially and adversely affect the economic benefits that Subscriber
would reasonably expect to receive under this Subscription Agreement (unless Subscriber has provided its written consent thereto);
(iv) all
consents, waivers, authorizations or orders of, any notice required to be made to, and any filing or registration with, any court or
other federal, state, local or other governmental authority, self-regulatory organization (including the Stock Exchange (as defined below)
and any stockholder approval required by applicable Stock Exchange rules and regulations) or other person in connection with the execution,
delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Subscribed Shares) required
to be made in connection with the issuance and sale of the Subscribed Shares shall have been obtained or made, except where the failure
to so obtain or make would not prevent SPAC and the Company from consummating the transactions contemplated hereby, including the issuance
and sale of the Subscribed Shares to the Subscriber;
(v) SPAC
and the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required
by this Subscription Agreement to be performed, satisfied or complied with by SPAC or the Company, as applicable, at or prior to the
Closing; and
(vi) there
has not occurred any SPAC Material Adverse Effect or Company Material Adverse Effect since the date of this Subscription Agreement that
is continuing, which the applicable parties to the BCA have not waived.
(j) Prior
to or at the Closing, Subscriber shall deliver to SPAC and the Company all such other information as is reasonably requested in order
for the Company to issue the Subscribed Shares to Subscriber and to comply with applicable know-your-customer, anti-money laundering,
sanctions, beneficial ownership or similar legal or regulatory requirements, including, without limitation, the legal name of the person
in whose name the Subscribed Shares are to be issued (or Subscriber’s nominee in accordance with its delivery instructions) and
a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8 of Subscriber.
(k) Subscriber
acknowledges and agrees that, prior to the Closing, the Company may re-register as a public limited company under the laws of England
and Wales, or effect such other corporate reorganization as may be necessary or advisable in connection with the Transactions, including
changing its name to newcleo plc (referred to thereon as the “PLC”). Upon the effectiveness of such re-registration
or reorganization, all references in this Subscription Agreement to the “Company” shall thereafter be deemed to refer to
the PLC. For the avoidance of doubt, the PLC shall be bound by all of the rights, obligations, representations, warranties, covenants
and agreements of the Company under this Subscription Agreement, and the Subscriber shall be bound by its obligation to subscribe for
and purchase the Subscribed Shares (which shall refer to the ordinary shares of the PLC upon the effectiveness of such re-registration
or reorganization) issuable in connection with the Closing.
4
Section 3.
SPAC and Company Representations and Warranties. Each of SPAC, solely with respect to the representations and warranties set forth
below relating to SPAC, and the Company, solely with respect to the representations and warranties set forth below relating to the Company,
represents and warrants, severally and not jointly, to Subscriber and the Placement Agents as of the date hereof and as of the Closing,
that:
(a) SPAC
(i) is validly existing and in good standing under the laws of its jurisdiction of incorporation, organization or formation, (ii) has
the requisite corporate power and authority to own, lease and operate its properties, to carry on its business as it is now being conducted
and to enter into and perform its obligations under this Subscription Agreement, and (iii) is duly licensed or qualified to conduct its
business and, if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation) in
which the conduct of its business or the ownership of its properties or assets requires such license or qualification, except, with respect
to the foregoing clause (iii), where the failure to be in good standing would not reasonably be expected to have a SPAC Material
Adverse Effect. For purposes of this Subscription Agreement, a “SPAC Material Adverse Effect” means an event, change,
development, occurrence, condition or effect with respect to SPAC that, individually or in the aggregate, would reasonably be expected
to have a material adverse effect on SPAC’s ability to consummate the transactions contemplated by this Subscription Agreement.
(b) The
Company (i) (a) is, as of the date hereof, a private limited company and, (b) subject to re-registration (as set forth in Section
2(k)), will be, as of the Closing Date, a public limited company, in each case validly existing and in good standing under the laws
of England and Wales, (ii) has the requisite corporate power and authority to own, lease and operate its properties, to carry on its
business as it is now being conducted and to enter into and perform its obligations under this Subscription Agreement, and (iii) is duly
licensed or qualified to conduct its business and, if applicable, is in good standing under the laws of each jurisdiction (other than
its jurisdiction of incorporation) in which the conduct of its business or the ownership of its properties or assets requires such license
or qualification, except, with respect to the foregoing clause (iii), where the failure to be so licensed or qualified has not
and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. For purposes of this
Subscription Agreement, a “Company Material Adverse Effect” means an event, change, development, occurrence, condition
or effect with respect to the Company that, individually or in the aggregate, would reasonably be expected to have a material adverse
effect on the Company’s ability to consummate the transactions contemplated by this Subscription Agreement.
(c) The
allotment and issuance of the Subscribed Shares, when allotted and issued pursuant to this Subscription Agreement (subject to the receipt
of the Purchase Price in accordance with the terms of this Subscription Agreement and registration with the Company’s transfer
agent), will have been duly authorized by the Company and, when allotted and issued to Subscriber (or its nominee in accordance with
the Subscriber’s delivery instructions), will be validly issued, fully paid, non-assessable, and free and clear of all liens or
other restrictions (other than those arising under this Subscription Agreement or the BCA, the Company Organizational Documents (as defined
below) or applicable laws), and will not have been issued in violation of, or subject to, any preemptive or similar rights created under
the Company Organizational Documents (as defined below), by any contract to which the Company is a party or by which it is bound, or
the Companies Act 2006.
(d) This
Subscription Agreement has been duly authorized, validly executed and delivered by SPAC and the Company, and assuming the due authorization,
execution and delivery of the same by the Subscriber, this Subscription Agreement shall constitute the valid and legally binding obligation
of SPAC and the Company, enforceable against each of SPAC and the Company in accordance with its terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability
of equitable remedies (collectively, the “Enforceability Exceptions”).
5
(e) Assuming
the accuracy of the representations and warranties of Subscriber set forth in Section 4, the execution and delivery
of this Subscription Agreement, the issuance of the Subscribed Shares hereunder, the compliance by SPAC with all of the provisions of
this Subscription Agreement applicable to SPAC and the consummation of the transactions contemplated herein will not (i) conflict with
or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any of the property or assets of SPAC pursuant to the terms of any indenture, mortgage,
deed of trust, loan agreement, lease, license or other agreement or instrument to which SPAC is a party or by which SPAC is bound or
to which any of the property or assets of SPAC is subject, (ii) conflict with or violate any provision of, or result in the breach of,
SPAC’s organizational documents (“SPAC Organizational Documents”), or (iii) conflict with or result in any violation
of any statute or any judgment, order, rule or regulation of any court or governmental authority with competent jurisdiction over SPAC
or any of its properties except, in the case of clauses (i) and (iii), for such violations, conflicts, breaches, defaults
or liens, charges or encumbrances which would not, individually or in the aggregate, reasonably be expected to have a SPAC Material Adverse
Effect.
(f) Assuming
the accuracy of the representations and warranties of Subscriber set forth in Section 4, the execution and delivery
of this Subscription Agreement, the issuance of the Subscribed Shares hereunder, the compliance by the Company with all of the provisions
of this Subscription Agreement applicable to the Company and the consummation of the transactions contemplated herein will not (i) conflict
with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation
or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of any indenture,
mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or by which
the Company is bound or to which any of the property or assets of the Company is subject, (ii) conflict with or violate any provision
of, or result in the breach of, the Company’s organizational documents (“Company Organizational Documents”),
or (iii) conflict with or result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental
authority with competent jurisdiction over the Company or any of its properties, except, in the case of clauses (i) and (iii),
for such violations, conflicts, breaches, defaults or liens, charges or encumbrances which would not, individually or in the aggregate,
reasonably be expected to have a Company Material Adverse Effect.
(g) Assuming
the accuracy of the representations and warranties of Subscriber set forth in Section 4, neither SPAC nor the Company
is required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any
court or governmental authority with competent jurisdiction, self-regulatory organization (including any stock exchange on which the
Shares (or any securities into which the Shares will convert) will be listed (the “Stock Exchange”)) or any other
person in connection with the execution, delivery and performance of this Subscription Agreement, other than (i) filings required by
applicable state securities laws, (ii) the filing of the Registration Statement (as defined below), (iii) filings required by the Securities
Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules of the United States Securities and Exchange Commission (the “Commission”), including
the registration statement on Form F-4 with respect to the Transactions and the proxy statement/prospectus included therein (the “Form
F-4”), (iv) filings required by the Stock Exchange, including with respect to obtaining SPAC shareholder approval of the Transactions,
(v) filings required to consummate the Transactions as provided under the BCA, (vi) filings in connection with or as a result of any
publicly available written guidance, comments, requirements or requests of the Commission staff under the Securities Act (the “SEC
Guidance”) and (vii) those the failure of which to obtain would not have a SPAC Material Adverse Effect or a Company Material
Adverse Effect, as applicable.
(h) Except
for such matters as have not had and would not reasonably be expected to have a SPAC Material Adverse Effect or a Company Material Adverse
Effect, there is no (i) suit, action, proceeding or arbitration before a governmental authority or arbitrator with competent jurisdiction
pending, or, to the knowledge of SPAC or the Company, threatened in writing against SPAC or the Company or (ii) judgment, decree, injunction,
ruling or order of any governmental authority or arbitrator with competent jurisdiction outstanding against SPAC or the Company, as applicable.
(i) Assuming
the accuracy of Subscriber’s representations and warranties set forth in Section 4, no registration under the
Securities Act or any state securities (or Blue Sky) laws is required for the offer and sale of the Subscribed Shares by the Company
to Subscriber hereunder.
6
(j) None
of SPAC, the Company or any person acting on their behalf has engaged or will engage in any form of general solicitation or general advertising
(within the meaning of Regulation D) in connection with any offer or sale of the Subscribed Shares. The Subscribed Shares are not being
offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities
laws. None of SPAC, the Company or any person acting on their behalf has, directly or indirectly, at any time within the past thirty
(30) calendar days, made any offer or sale of any security or solicitation of any offer to buy any security under circumstances that
would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with
the offer and sale by the Company of the Subscribed Shares as contemplated hereby or the Other Subscribed Shares as contemplated by the
Other Subscription Agreements or (ii) cause the offering of the Subscribed Shares pursuant to this Subscription Agreement or the Other
Subscribed Shares pursuant to the Other Subscription Agreements to be integrated with prior offerings by SPAC or the Company for purposes
of the Securities Act. None of SPAC, the Company or any person acting on their behalf (other than the Placement Agents (as defined below)
and their respective persons acting on their behalf in such capacity, as to whom neither SPAC nor the Company makes any representation)
has offered or sold or will offer or sell any securities, or has taken or will take any other action, which would reasonably be expected
to subject the offer, issuance or sale of the Subscribed Shares or the Other Subscribed Shares, as contemplated hereby, to the registration
provisions of the Securities Act.
(k) No
“bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification
Event”) is applicable to the Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3)
of the Securities Act is applicable.
(l) SPAC
is in compliance in all material respects with, and has not received any written communication from a governmental authority with competent
jurisdiction that alleges that SPAC is not in compliance in all material respects with, or is in default or violation of, the applicable
provisions of (i) the Securities Act, the Exchange Act, and the rules and regulations thereunder, (ii) the rules and regulations of the
Commission, and (iii) the rules of the Stock Exchange, except, in each case, where such non-compliance, default, or violation would not,
individually or in the aggregate, reasonably be expected to have a SPAC Material Adverse Effect.
(m) The
Company is in compliance in all material respects with, and has not received any written communication from a governmental authority
with competent jurisdiction that alleges that the Company is not in compliance in all material respects with, or is in default or violation
of, the applicable provisions of (i) the Securities Act, the Exchange Act and the rules and regulations thereunder, and (ii) the rules
and regulations of the Commission, in each case to the extent applicable to the Company, except, in each case, where such non-compliance,
default or violation would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(n) Upon
consummation of the Transactions, the Shares will be registered pursuant to Section 12(b) of the Exchange Act and will be approved for
listing on the Stock Exchange, subject to official notice of issuance.
(o) Other
than compensation to be paid to Goldman Sachs & Co. LLC and BTIG, LLC, as placement agents to the Company (each, a “Placement
Agent” and, collectively, the “Placement Agents”), no broker or finder is entitled to any brokerage or finder’s
fee or commission solely in connection with the sale of the Subscribed Shares to Subscriber.
(p) As
of the date hereof, the share capital of the Company consists of 504,343,118 Shares issued and outstanding. All issued and outstanding
Shares have been duly authorized and validly issued, are fully paid and non-assessable and were not issued in violation of preemptive
or similar rights. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company is a
party or by which it is bound relating to the voting of any Shares or other equity interests in the Company, other than as contemplated
by the BCA. There are no securities or instruments issued by or to which the Company is a party entitled to any liquidation preference,
preferred dividend, redemption, conversion, special voting or other preferential right or containing anti-dilution or similar provisions
that will be triggered other than such as have been complied with or not fully waived by the holder of such securities or instruments
pursuant to a written agreement or consent, by the issuance of the Subscribed Shares.
7
(q) As
of the date of this Agreement, (i) 4,196,087 Company Ordinary Shares are issuable upon the exercise of outstanding, unexercised Company
Options granted under the Company Equity Plan (vested but unexercised share options) and 618,216 Company Ordinary Shares are issuable
upon settlement of outstanding Company RSUs granted under the Company Equity Plan and (ii) 5,610,482 Company Ordinary Shares are available
for future grants under the Company Equity Plan.
(r) The
Other Subscription Agreements, including any side letters or similar agreements entered into with any Other Subscribers in connection
with the Other Subscription Agreements, reflect the same Per Share Price and the same other material economic terms and conditions with
respect to the purchase of Shares that are no more favorable to the Other Subscribers than the material terms of this Subscription Agreement
are to the Subscriber (other than terms particular to the legal or regulatory requirements of such investor or its affiliates or related
funds or are otherwise subject to regulations related to the timing of funding and the issuance of the related Shares).
(s) Neither
SPAC nor the Company is, and immediately after receipt of payment for the Subscribed Shares and Other Subscribed Shares and consummation
of the Transactions, neither SPAC nor the Company will be, an “investment company” within the meaning of the Investment Company
Act of 1940, as amended.
(t) None
of SPAC, the Company or any of their respective controlled affiliates (i) is, or will be at or immediately after the Closing, a person
of a country of concern, as such term is defined in 31 C.F.R. § 850.221 (a “Covered Person”), (ii) directly or
indirectly holds, or will hold at or immediately after the Closing, a board seat on, a voting or equity interest in, or any contractual
power to direct or cause the direction of the management or policies of, any Covered Person, or (iii) is engaged, or has plans to engage,
or will be engaged at or immediately after the Closing, directly or indirectly, in a “covered activity,” as such term is
defined in 31 C.F.R. § 850.208.
(u) (i)
The Company, and, to the knowledge of the Company, the officers, directors, employees, and agents of the Company, in each case, acting
on behalf of the Company, have been in compliance in all material respects with all applicable Anti-Corruption Laws (as herein defined),
(ii) the Company has not been convicted of violating any Anti-Corruption Laws or, to the knowledge of the Company, subjected to any investigation
by a governmental authority for violation of any applicable Anti-Corruption Laws, (iii) the Company has not conducted or initiated any
internal investigation or made a voluntary, directed, or involuntary disclosure to any governmental authority regarding any alleged act
or omission arising under or relating to any noncompliance with any Anti-Corruption Laws and (iv) the Company has not received any written
notice or citation from a governmental authority for any actual or potential noncompliance with any applicable Anti-Corruption Laws.
As used herein, “Anti-Corruption Laws” means any applicable laws relating to corruption and bribery, including the U.S. Foreign
Corrupt Practices Act of 1977 (as amended), the UK Bribery Act 2010, and any similar law that prohibits bribery or corruption.
(v) The
Company has delivered to Subscriber true, correct and complete copies of its most recent audited annual financial statements and unaudited
quarterly financial statements, if any, and such financial statements fairly present in all material respects the financial condition
and results of operations of the Company as of the dates thereof and for the periods covered thereby in accordance with generally accepted
accounting principles consistently applied, subject, in the case of unaudited statements, to normal year-end adjustments and the absence
of footnotes. Except as disclosed in writing to Subscriber prior to the date hereof, the Company does not have any liabilities or obligations,
whether accrued, contingent, absolute or otherwise, other than liabilities and obligations incurred in the ordinary course of business
consistent with past practice, none of which, individually or in the aggregate, has had or would reasonably be expected to have a Company
Material Adverse Effect. The Company owns or possesses sufficient rights to use all material intellectual property necessary for the
conduct of its business as presently conducted, and, to the knowledge of the Company, the conduct of its business as presently conducted
does not infringe, misappropriate or otherwise violate any material intellectual property rights of any other person, except, in each
case, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company is,
and for the past three (3) years has been, in compliance in all material respects with all laws applicable to the conduct of its business,
except where the failure to be in such compliance would not, individually or in the aggregate, reasonably be expected to have a Company
Material Adverse Effect. The Company has timely filed all material tax returns required to have been filed by it and has paid all material
taxes required to have been paid by it (whether or not shown on any tax return), except, in each case, where the failure to do so would
not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
8
(w) The
Company and its subsidiaries have all required licenses, permits, certificates and other authorizations (collectively, “Governmental
Authorizations”) from such federal, state, local, or foreign government or governmental agency, department or body that are
currently necessary for the operation of the business of the Company and its subsidiaries as currently conducted, except (i) such Governmental
Authorizations currently pending and (ii) where the failure to possess currently such Governmental Authorizations has not had and is
not reasonably expected to have a Company Material Adverse Effect. Neither the Company nor any subsidiary has received any written (or,
to the Company’s knowledge, oral) notice regarding any revocation or material modification of any such Governmental Authorization,
which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, has or would reasonably be expected
to result in a Company Material Adverse Effect.
(x) The
Company and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations
relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants
(“Environmental Laws”), (ii) have received all permits and other Governmental Authorizations required under applicable
Environmental Laws to conduct their business and (iii) are in compliance with all terms and conditions of any such permit, license or
approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or
failure to comply with the terms and conditions of such permits, licenses or approvals would not, individually or in the aggregate, reasonably
be expected to have a Company Material Adverse Effect. None of the Company nor any of its subsidiaries has received since January 1,
2025, any written notice or other communication (in writing or otherwise), whether from a governmental authority or other person, that
alleges that the Company or any subsidiary is not in compliance with any Environmental Law and, to the knowledge of the Company, there
are no circumstances that may prevent or interfere with the Company’s or any subsidiary’s compliance in any material respects
with any Environmental Law in the future, except where such failure to comply would not reasonably be expected to have a Company Material
Adverse Effect.
(y) Except
as set forth in the Company’s financial statements to which Section 3(v) refers, there are no off-balance sheet transactions,
arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or
other persons which would, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse
Effect.
(z) To
the Company’s knowledge: (i) there are no third parties who have rights to any patents, trademarks, copyrights, trade secrets,
know-how, software rights, and all other intellectual property rights (“Intellectual Property”), including no liens,
security interests, or other encumbrances; and (ii) there is no infringement by third parties of any Intellectual Property, except, in
each case, which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse
Effect. No action, suit, or other proceeding is pending, or, to the Company’s knowledge, is threatened: (A) challenging the Company’s
or its subsidiaries’ rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual
Property; or (C) alleging that the Company or any of its subsidiaries infringes, misappropriates, or otherwise violates any patent, trademark,
trade name, service name, copyright, trade secret or other proprietary rights of others, except, in each case, which, individually or
in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(aa) Except
as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
(i) to
the knowledge of the Company, the Company is in compliance with, all applicable laws, rules, policies, standards and requirements of
applicable industry and self-regulatory organizations concerning cybersecurity, Personal Information (and the collection, processing,
sharing, storage, use, disclosure, retention, disposal, transfer and/or protection of same), data privacy and security and the security
of the IT Systems (collectively, “Personal Information Laws and Policies”);
(ii) there
are not and have not been any Actions (as defined below) by any person (including any governmental authority) pending to which the Company
is a named party or to the knowledge of the Company, threatened against the Company, alleging a violation of any Personal Information
Laws and Policies, and there have been no such Actions brought against the Company; and
9
(iii) (A)
to the knowledge of the Company, there have been no breaches, unauthorized uses of or unauthorized access to, breakdowns, malfunctions,
persistent substandard performance, data losses, failures or other defects in the IT Systems (or the data processed thereby), or any
other incident that caused any disruption to or interruption in or to the use of such IT Systems or the conduct of the business of the
Company in any respect other than those that were resolved without cost, liability or the duty to notify any person; (B) the Company
takes, and has taken, commercially reasonable and legally compliant measures designed to protect confidential, sensitive or Personal
Information processed by the Company against unauthorized access, use, modification, loss, disclosure or other misuse, including through
administrative, technical and physical safeguards; and (C) the Company has not (x) to the knowledge of the Company, experienced any incident
in which such information or any other proprietary information was stolen, lost or improperly accessed, destructed without authorization,
processed, modified or disclosed in any respect, including in connection with a breach of security, or (y) received any written notice
or complaint or Action from any person (including any governmental authority) with respect to any of the foregoing, nor has any such
notice or complaint or suit, action or proceeding been, to the knowledge of the Company, threatened against the Company.
For
purposes of Section 3(aa) hereof: (i) “Personal Information” means information that: (i) alone or in combination
with other information, relates to, could reasonably be linked with, identifies or is reasonably capable of allowing the identification
of or contact with a particular person or household or device; (ii) is defined as “personal data,” “personal information,”
“personally identifiable information,” “personal health information” or “PII” or any similar term
by applicable law; or (iii) is otherwise regulated by applicable laws that cover personal information, personal data, personal health
data, financial information, device and transaction identifiers, or similar term; and (ii) “IT Systems” means all
hardware, software, databases, code, systems, networks, websites, applications, circuits, routers and all other computer and information
technology assets used in the conduct of the business of the Company.
Section 4. Subscriber
Representations and Warranties. Subscriber represents and warrants to SPAC, the Company and the Placement Agents, as of the date
hereof and as of the Closing, that:
(a) If
Subscriber is a legal entity, Subscriber (i) has been duly formed and is validly existing and in good standing under the laws of its
jurisdiction of formation or incorporation and (ii) has the requisite power and authority to enter into, and perform its obligations
under, this Subscription Agreement. If Subscriber is an individual, Subscriber has the legal competence and capacity to enter into and
perform its obligations under this Subscription Agreement.
(b) If
Subscriber is a legal entity, this Subscription Agreement has been duly authorized, validly executed and delivered by Subscriber. If
Subscriber is an individual, Subscriber’s signature is genuine and the signatory has the legal competence and capacity to execute
this Subscription Agreement. Assuming the due authorization, execution and delivery of the same by SPAC and the Company, this Subscription
Agreement shall constitute the valid and legally binding obligation of Subscriber, enforceable against Subscriber in accordance with
its terms, subject to the Enforceability Exceptions.
(c) The
execution, delivery and performance of this Subscription Agreement, the purchase of the Subscribed Shares hereunder, the compliance by
Subscriber with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will
not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in
the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber pursuant to the terms
of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Subscriber is
a party or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject; (ii) if Subscriber is a legal
entity, the organizational documents of Subscriber; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental
authority with competent jurisdiction over Subscriber or any of its properties that, in the case of clauses (i) and (iii),
would reasonably be expected to have a Subscriber Material Adverse Effect. For purposes of this Subscription Agreement, a “Subscriber
Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to the Subscriber
that, individually or in the aggregate, would reasonably be expected to materially impair or materially delay Subscriber’s performance
of its obligations under this Subscription Agreement, including the purchase of the Subscribed Shares.
10
(d) Subscriber
is, as applicable, (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional
“accredited investor” (within the meaning of Rule 501(a)(1), (2), (3), or (7) under the Securities Act) satisfying the applicable
requirements set forth on Annex A hereto and, in each case, an “institutional investor” (as defined in FINRA Rule 2111),
(ii) an “accredited investor” within the meaning of Rule 501(a) of Regulation D satisfying the applicable requirements set
forth on Annex B hereto, (iii) if located or resident in a member state of the European Economic Area, (a) a “qualified investor”
within the meaning of Article 2 of Regulation (EU) 2017/1129 (as amended, the “EU Prospectus Regulation”), or (b)
subscribing for a minimum Purchase Price of €100,000, (iv) if located or resident in the United Kingdom, (a) a person or entity
to whom an offer can be made within the exemptions from public offers set out in the Public Offers and Admission to Trading Regulations
2024, or (b) subscribing for a minimum Purchase Price of £100,000, and is, in each case, (i) if an individual, a high net worth
individual falling within Article 48 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the
“Order”), (ii) high net worth company within Article 49 of the Order, (iii) a certified sophisticated investor within
Article 50 of the Order; (iv) a self-certified sophisticated investor within Article 50A of the Order, or (v) an investment professional
within Article 19 of the Order, each satisfying the applicable requirements set forth on Annex C and Annex D hereto, and acknowledges
that this investment is available only to such persons under such circumstances and if Subscriber is not such a person it should not
enter into this document, (vi) acquiring the Subscribed Shares only for its own account and not for the account of others, or if Subscriber
is subscribing for the Subscribed Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is a “qualified
institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (within
the meaning of Rule 501(a) under the Securities Act) and Subscriber has sole investment discretion with respect to each such account,
and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each
such account, and (vii) not acquiring the Subscribed Shares with a view to, or for offer or sale in connection with, any distribution
thereof in violation of the Securities Act or other applicable securities laws (and has provided SPAC and the Company with the requested
information on Annex A, following the signature page hereto). Subscriber is not an entity formed for the specific purpose of acquiring
the Subscribed Shares. To the extent applicable, Subscriber acknowledges that the sale to the Subscriber of the Subscribed Shares is
intended to be made in reliance on exemptions from filing under FINRA Rule 5123(b)(1)(C) or (J).
(e) Subscriber
acknowledges and agrees that the Subscribed Shares are being offered in a transaction not involving any public offering within the meaning
of the Securities Act and that the Subscribed Shares have not been registered under the Securities Act or under the securities laws of
any other applicable jurisdiction and that SPAC and the Company are not required to register the Subscribed Shares except as set forth
in Section 5. Subscriber acknowledges and agrees that the Subscribed Shares may not be offered, resold, transferred, pledged
or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act, except pursuant to an applicable
exemption from the registration requirements of the Securities Act and in accordance with any applicable securities laws of the states
and other jurisdictions of the United States and any applicable non-U.S. securities laws, and that any certificates or account entries
representing the Subscribed Shares shall contain a restrictive legend to such effect. Subscriber acknowledges and agrees that the Subscribed
Shares will be subject to these securities law transfer restrictions, and as a result of these transfer restrictions, Subscriber may
not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Subscribed Shares and may be required to bear the
financial risk of an investment in the Subscribed Shares for an indefinite period of time. Subscriber acknowledges and agrees that, until
and unless the Subscribed Shares are registered on a Registration Statement, the Subscribed Shares will not be eligible for offer, resale,
transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”) until at least
six months following the filing of certain required information with the Commission after the Closing Date. Subscriber acknowledges and
agrees that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Subscribed
Shares.
(f) Subscriber
understands and agrees that Subscriber is purchasing the Subscribed Shares directly from the Company. Subscriber further acknowledges
that there have not been, and Subscriber hereby agrees that it is not relying on, any representations, warranties, covenants or agreements
made to Subscriber by SPAC, the Company, the Placement Agents or any of their respective affiliates or any of such person’s or
its or their respective affiliates’ control persons, officers, directors, shareholders, partners, members, managing members, managers,
agents, employees or other representatives, legal counsel, financial advisors, accountants or agents (collectively, “Representatives”),
any other party to the Transactions or any other person or entity, expressly or by implication, other than solely those representations,
warranties, covenants and agreements of SPAC or the Company expressly set forth in this Subscription Agreement, and Subscriber is not
relying on any other purported representations, warranties, covenants, agreements or statements (including by omission), which are hereby
disclaimed by Subscriber.
11
(g) In
making its decision to purchase the Subscribed Shares, Subscriber has conducted an independent investigation and relied solely upon an
independent investigation made by Subscriber and SPAC’s and the Company’s respective express representations and warranties
in this Subscription Agreement. Subscriber has not relied on any statements or other information provided by or on behalf of SPAC or
the Company (including the Placement Agents) concerning SPAC, the Company, the Subscribed Shares or the Subscription, and has been offered
the opportunity to ask questions of SPAC and the Company and has received answers thereto, including on the financial information, as
Subscriber deemed necessary in connection with its decision to purchase the Subscribed Shares. Subscriber acknowledges and agrees that
Subscriber has had access to, has received, and has had an adequate opportunity to review, such financial and other information as Subscriber
deems necessary in order to make an investment decision with respect to the Subscribed Shares, including with respect to SPAC, the Company
and the Transactions, and Subscriber has made its own assessment and is satisfied concerning the relevant financial, tax and other economic
considerations relevant to Subscriber’s investment in the Subscribed Shares. Without limiting the generality of the foregoing,
Subscriber acknowledges that it has reviewed the SEC Documents existing on the date hereof. Subscriber represents and agrees that Subscriber
and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and
obtain such information as Subscriber and Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment
decision with respect to the Subscribed Shares, including but not limited to information concerning SPAC, the Company, the BCA, and the
Subscription. Subscriber acknowledges that certain information provided to it was based on projections, and such projections were prepared
based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant business, economic
and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections.
Subscriber acknowledges that such information and projections were prepared without the participation of the Placement Agents and that
the Placement Agents do not assume responsibility for independent verification of, or the accuracy or completeness of, such information
or projections.
(h) Subscriber
acknowledges and agrees that none of SPAC, the Company, the Placement Agents or any of their respective affiliates or any of such person’s
or its or their respective affiliates’ Representatives has provided Subscriber with any advice with respect to the Subscribed Shares.
Other than the representations and warranties set forth in Section 3 hereof, none of SPAC, the Company, the Placement Agents or
any of their respective affiliates or Representatives has made or makes any representation or warranty, whether express or implied, of
any kind or character as to SPAC, the Company or the quality or value of the Subscribed Shares.
(i) Subscriber
acknowledges that (i) SPAC, the Company and their respective Representatives hereafter may come into possession of information regarding
SPAC or the Company that is material non-public information and is not known to Subscriber (“Excluded Information”),
(ii) Subscriber has determined to enter into this Subscription Agreement to purchase the Subscribed Shares notwithstanding Subscriber’s
lack of knowledge of the Excluded Information, and (iii) none of the Company, SPAC or any of the Placement Agents shall have liability
to Subscriber, and Subscriber hereby waives and releases any claims Subscriber may have against the Company, SPAC and/or the Placement
Agents, to the maximum extent permitted by law, with respect to the nondisclosure of the Excluded Information, except to the extent arising
from fraud, gross negligence, willful misconduct or intentional breach of this Subscription Agreement.
(j) Subscriber
became aware of this offering of the Subscribed Shares solely by means of direct contact between Subscriber, on the one hand, and SPAC
or the Company (and their respective Representatives, including the Placement Agents), on the other, and the Subscribed Shares were offered
to Subscriber solely by direct contact between Subscriber, on the one hand, and the Company or SPAC (and their Representatives, including
the Placement Agents), on the other, or their respective affiliates. Subscriber did not become aware of this offering of the Subscribed
Shares, nor were the Subscribed Shares offered to Subscriber, by any other means, and none of the Company or SPAC or their respective
Representatives (including the Placement Agents) acted as investment advisor, broker or dealer to Subscriber. Subscriber acknowledges
that the Subscribed Shares (i) were not offered by any form of general solicitation or general advertising (within the meaning of Regulation
D of the Securities Act) and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation
of, the Securities Act, or any state securities laws.
12
(k) Subscriber
acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Subscribed Shares, including
those set forth in the SPAC’s or the Company’s filings made or to be made with the Commission pursuant to the Exchange Act
or the Securities Act, as applicable, together with all information incorporated by reference therein (including, for the avoidance of
doubt, the Form F-4) (the “SEC Documents”). Subscriber has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in the Subscribed Shares, and Subscriber has had an opportunity
to seek, and has sought, such accounting, legal, business and tax advice as Subscriber has considered necessary to make an informed investment
decision. Subscriber, as applicable, (i) is an institutional account as defined in FINRA Rule 4512(c) and an institutional “accredited
investor” as defined in Rule 501(a) under the Securities Act, (ii) is a sophisticated institutional investor, experienced in investing
in business transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions
and investment strategies involving a security or securities and (iii) has exercised independent judgment in evaluating its participation
in the purchase of Subscribed Shares. Subscriber acknowledges that the sale to Subscriber of the Subscribed Shares is intended to be
made in reliance on (i) the exemption from filing under FINRA Rule 5123(b)(1)(A) and (ii) FINRA Rule 2111(b) regarding institutional
customers. Subscriber has determined based on its own independent review and such professional advice as it deems appropriate that its
purchase of the Shares (i) is fully consistent with its financial needs, objectives and condition, (ii) complies and is fully consistent
with all investment policies, guidelines and other restrictions applicable to such Subscriber, (iii) does not and will not violate or
constitute a default under any law, rule, regulation, agreement or other obligation by which such Subscriber is bound and (iv) is a fit,
proper and suitable investment for such Subscriber, notwithstanding the substantial risks inherent in investing in or holding the Shares.
(l) Subscriber
has adequately analyzed and fully considered the risks of an investment in the Subscribed Shares and determined that the Subscribed Shares
are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic
risk of a total loss of Subscriber’s investment in the Company. Subscriber acknowledges specifically that a possibility of total
loss exists.
(m) Subscriber
understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Subscribed Shares
or made any findings or determination as to the fairness of this investment.
(n) Neither
the Subscriber nor any of its affiliates, officers, directors, managers, managing members, general partners or any other person acting
in a similar capacity or carrying out a similar function is (i) a person (including individual or entity) that is the target or the subject
of economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by relevant governmental authorities
with competent jurisdiction, including, but not limited to those administered by the U.S. government through the Office of Foreign Assets
Control of the U.S. Department of the Treasury (“OFAC”) and the U.S. Department of State, the United Nations Security
Council, the European Union or any EU member state, or the United Kingdom (including His Majesty’s Treasury of the United Kingdom)
(collectively, “Sanctions”), (ii) a person or entity listed on the List of Specially Designated Nationals and Blocked
Persons administered by OFAC, or in any Executive Order issued by the President of the United States and administered by OFAC, or any
other Sanctions-related list of sanctioned persons maintained by OFAC, the Department of Commerce or the U.S. Department of State, the
United Nations Security Council, the European Union, any EU member state, or the United Kingdom (collectively, “Sanctions Lists”),
(iii) organized, incorporated, established, located, or resident in, or the government, including any political subdivision, agency,
or instrumentality thereof, of, Cuba, Iran, North Korea, the Crimea region of Ukraine, the so-called Donetsk People’s Republic,
or the so-called Luhansk People’s Republic regions of Ukraine, as well as the non-controlled regions of the oblasts of Zaporizhzhia
and Kherson or any other country or territory embargoed or subject to substantial trade restrictions by the United States, the European
Union or any individual European Union member state, or the United Kingdom; (iv) directly or indirectly owned or controlled (as ownership
and control are defined and interpreted under applicable sanctions), or acting on behalf or at the direction of, any such person or persons
described in any of the foregoing clauses (i) through (iv), except in each case as permitted under Sanctions laws; or (v) a non-U.S.
institution that accepts currency for deposit and that has no physical presence in the jurisdiction in which it is incorporated or in
which it is operating, as the case may be, and is unaffiliated with a regulated financial group that is subject to consolidated supervision
(a “non-U.S. shell bank”) or providing banking services indirectly to a non-U.S. shell bank (collectively, (i) through
(v), a “Prohibited Investor”). Subscriber agrees to provide law enforcement agencies, if requested thereby, such records
as required by applicable law; provided, that Subscriber is permitted to do so under applicable law. Subscriber represents that
(i) if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT
Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that Subscriber maintains policies
and procedures to ensure compliance with its obligations under the BSA/PATRIOT Act, and (ii) to the extent required, it maintains policies
and procedures reasonably designed to ensure compliance with the anti-corruption and anti-money laundering-related laws administered
and enforced by other governmental authorities with competent jurisdiction. Subscriber also represents that it maintains policies and
procedures reasonably designed to ensure compliance with Sanctions. Subscriber further represents and warrants that, to its knowledge,
(i) none of the funds held by Subscriber and used to purchase the Shares are or will be derived from transactions directly or indirectly
with or for the benefit of any Prohibited Investor, (ii) such funds are from legitimate sources and do not constitute the proceeds of
criminal conduct or criminal property, (iii) such funds do not originate from and have not been routed through an account maintained
at a non-U.S. shell bank; and (iv) it maintains policies and procedures reasonably designed to ensure the funds held by Subscriber and
used to purchase the Shares were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor or from or
through a non-U.S. shell bank.
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(o) No
foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have
a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in the Company as a result of the purchase
and sale of Subscribed Shares hereunder, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over the Company
from and after the Closing as a result of the purchase and sale of Subscribed Shares hereunder.
(p) If
Subscriber is an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”) or an employee benefit plan that is a governmental plan (as defined
in section 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of
ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S.
or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered
to include “plan assets” of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary
or prohibited transaction provisions of ERISA or section 4975 of the Code, Subscriber represents and warrants that (i) it has not relied
on the Company, SPAC, the Placement Agents or any of their respective affiliates (the “Transaction Parties”) for investment
advice or as the Plan’s fiduciary with respect to its decision to acquire and hold the Subscribed Shares, and none of the Transaction
Parties shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer
the Subscribed Shares and (ii) the acquisition and holding of the Subscribed Shares will not result in a non-exempt prohibited transaction
under ERISA or section 4975 of the Code.
(q) Subscriber
has or has commitments to have and, when required to deliver payment pursuant to Section 2, Subscriber will have sufficient
funds to pay the Purchase Price pursuant to Section 2.
(r) Subscriber
acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm
or corporation (including, without limitation, the Company, SPAC or any of their respective affiliates or Representatives, including
the Placement Agents), other than the express representations and warranties of SPAC and the Company contained in Section 3,
in making its investment or decision to invest in the Company; provided that nothing in this Subscription Agreement shall limit or waive
any claim based on fraud, gross negligence or intentional misrepresentation. Subscriber agrees that none of (i) any Other Subscriber
pursuant to an Other Subscription Agreement or any other agreement related to the private placement of Shares (including the controlling
persons, officers, directors, partners, agents or employees of any such Subscriber) nor (ii) the Placement Agents shall be liable (including,
without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs,
expenses or disbursements incurred by such person or entity), whether in contract, tort or otherwise, or have any liability or obligation
to Subscriber or any Other Subscriber, or any person claiming through Subscriber or any Other Subscriber, pursuant to this Subscription
Agreement or related to the private placement of the Subscribed Shares, the negotiation hereof or the subject matter hereof, or the transactions
contemplated hereby, for any action heretofore or hereafter taken or omitted to be taken by any of the foregoing in connection with the
purchase of the Subscribed Shares, except in the case of fraud, gross negligence or willful misconduct. On behalf of Subscriber and its
affiliates, Subscriber releases the Placement Agents in respect of any losses, claims, damages, obligations, penalties, judgments, awards,
liabilities, costs, expenses or disbursements related to the Subscription, except to the extent arising from fraud, gross negligence
or willful misconduct. Subscriber agrees not to commence any litigation or bring any claim against the Placement Agents in any court
or any other forum which relates to, may arise out of, or is in connection with, this offering of the Subscribed Shares, except to the
extent arising from fraud, gross negligence or willful misconduct. This undertaking is given freely and after obtaining independent legal
advice.
(s) No
broker or finder is entitled to any brokerage or finder’s fee or commission to be paid by Subscriber solely in connection with
the sale of the Subscribed Shares to Subscriber hereunder.
(t) At
all times on or prior to the Closing Date, Subscriber shall have no binding commitment to dispose of, or otherwise transfer (directly
or indirectly), any of the Subscribed Shares, other than binding commitments it may have to transfer and/or pledge such Subscribed Shares
upon Closing to a prime broker under and in accordance with its prime brokerage agreement with such broker.
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(u) Subscriber
hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with Subscriber, shall,
directly or indirectly, engage in any hedging activities or execute any Short Sales with respect to the securities of SPAC from the date
of this Subscription Agreement until the Closing or the earlier termination of this Subscription Agreement in accordance with its terms.
“Short Sales” shall mean all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange
Act and all short positions effected through any direct or indirect stock pledges (other than pledges in the ordinary course of business
as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on
a total return basis), short sales or other short transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding
the foregoing, (i) nothing herein shall prohibit other entities under common management with Subscriber from entering into any Short
Sales and (ii) in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate
portions of such Subscriber’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed
by the portfolio manager that made the investment decision to enter into the Subscription, subject in each of clauses (i) and (ii), to
the obligations of Subscriber and such other entities under applicable law.
(v) Subscriber
is not currently (and at all times through the Closing will refrain from being or becoming) a member of a “group” (within
the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for
the purpose of acquiring, holding or disposing of equity securities of SPAC or the Company (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act), other than any “group” consisting solely of the Subscriber and one or more of its affiliates.
(w) Subscriber
will not acquire a substantial interest (as defined in 31 C.F.R. Part 800.244) in SPAC or the Company as a result of the purchase and
sale of the Subscribed Shares.
(x) Subscriber
acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating to SPAC
and the Company.
(y) In
making its decision to purchase the Shares, Subscriber has relied solely upon independent investigation made by Subscriber and the express
representations and warranties of SPAC and the Company set forth herein. Without limiting the generality of the foregoing, Subscriber
has not relied on any statements or other information provided by the Placement Agents concerning SPAC, the Company or the Shares or
the offer and sale of the Shares except for the express representations and warranties of SPAC and the Company set forth herein. No disclosure
or offering document has been prepared by the Placement Agents or their affiliates in connection with the offer and sale of the Shares.
The Placement Agents and each of their respective members, directors, officers, employees, representatives and controlling persons have
made no independent investigation with respect to SPAC, the Company or the Shares or the accuracy, completeness or adequacy of any information
supplied to the Subscriber by or on behalf of SPAC and the Company. In connection with the issuance and purchase of the Shares the Placement
Agents have not made any recommendations regarding an investment in SPAC, the Company or the Shares or acted as the Subscriber’s
financial advisor or fiduciary.
(z) Subscriber
covenants that neither it, nor any affiliate acting on its behalf or pursuant to any understanding with it, has executed or will execute
any purchases or sales of any securities of SPAC during the period that commenced at the time that Subscriber first learned of the transactions
contemplated hereunder and ending at such time that the transactions contemplated by this Subscription Agreement are first publicly announced
pursuant to the initial press release as described in Section 8(x). Subscriber covenants that until such time as the
transactions contemplated by this Subscription Agreement are publicly disclosed by SPAC pursuant to the initial press release as described
in Section 8(x), Subscriber will maintain the confidentiality of the existence and terms of the Subscription and the
Transactions and the transactions contemplated hereby. Notwithstanding the foregoing and notwithstanding anything contained in this Subscription
Agreement to the contrary, SPAC and the Company expressly acknowledge and agree that Subscriber shall have no duty of confidentiality
as set forth in this Section 4(z) to SPAC after the issuance of the initial press release as described in Section 8(x).
Notwithstanding the foregoing, in the case that Subscriber is a multi-managed investment vehicle whereby separate portfolio managers
manage separate portions of Subscriber’s assets and the portfolio managers have no direct knowledge of the investment decisions
made by the portfolio managers managing other portions of Subscriber’s assets, the covenant set forth above shall only apply with
respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Subscribed Shares
covered by this Subscription Agreement.
15
(aa) (aa)
Subscriber acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating
to the Company and SPAC.
(bb) Subscriber
is aware that each of Goldman Sachs & Co. LLC and BTIG, LLC is acting as a Placement Agent in connection with the sale of the Subscribed
Shares.
(cc) Subscriber
acknowledges and agrees that (a) the Placement Agents are acting solely as the Company’s placement agents in connection with sale
of the Subscribed Shares and are not acting as underwriters or in any other capacity and are not and shall not be construed as fiduciaries
for the Subscriber, the Company, SPAC or any other person or entity in connection with the sale of the Subscribed Shares, (b) the Placement
Agents have not made, and will not make any representation or warranty, whether express or implied, of any kind or character and have
not provided any advice or recommendation in connection with the sale of the Subscribed Shares and (c) the Placement Agents will have
no responsibility or liability with respect to (i) any representations, warranties or agreements made by any person or entity under or
in connection with the sale of the Subscribed Shares or any of the documents furnished pursuant thereto or in connection therewith, or
the legality, validity or enforceability (with respect to any person) of any thereof, or (ii) the business, affairs, financial condition,
operations, properties or prospects of, or any other matter concerning the Company, SPAC or the sale of the Subscribed Shares. Each Placement
Agent is acting severally and not jointly and none of the Placement Agents is the agent, partner or representative of any other Placement
Agent.
(dd) Except
for the representations and warranties contained in this Section 4, Subscriber makes no express or implied representation
or warranty, and Subscriber hereby disclaims any such representation or warranty with respect to the execution and delivery of this Subscription
Agreement and the consummation of the transactions contemplated herein.
Section 5. Registration
of Subscribed Shares.
(a) Subject
to Section 5(b), the Company agrees that, as soon as practicable but in no event later than thirty (30) calendar days
following the Closing Date, the Company will file with the Commission (at the Company’s sole cost and expense) a registration statement
registering the resale of the Subscribed Shares (determined as of two Business Days prior to such filing) (respectively, the “Registrable
Securities” and the “Registration Statement”), and the Company shall use its commercially reasonable efforts
to have the Registration Statement declared effective as soon as practicable after the filing thereof, but in any event no later than
ninety (90) calendar days after the Closing Date (the “Effectiveness Deadline”); provided, that the Effectiveness
Deadline shall be extended by a maximum of ninety (90) calendar days if the Registration Statement is reviewed by, and comments thereto
are provided from, the Commission; provided, further that the Company shall request the Registration Statement be declared
effective promptly, and in any event within three (3) Business Days, after the date the Company is notified (orally or in writing, whichever
is earlier) by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject
to further review; provided, further, that (i) if the Effectiveness Deadline falls on a Saturday, Sunday or other day that
the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission
is open for business,(ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be
extended by the same number of calendar days as the number of calendar days during which the Commission remains closed and (iii) in the
event the Commission is closed for operations due to a government shutdown, the Company will use commercially reasonable efforts to have
the Registration Statement effective as soon as possible, including, without limitation, by considering the removal of the delaying amendment
in consultation with outside counsel. The Company will provide a draft of the Registration Statement to Subscriber at least two (2) Business
Days in advance of the date of filing the Registration Statement with the Commission. Unless otherwise agreed to in writing by Subscriber
prior to the filing of the Registration Statement, Subscriber shall not be identified as a statutory underwriter in the Registration
Statement unless the Commission requests that Subscriber be identified as a statutory underwriter; provided, that if the Commission
requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have the opportunity
to withdraw from the Registration Statement upon its prompt written request to the Company. Notwithstanding the foregoing, if the Commission
or its regulations prevent the Company from including any or all of the Registrable Securities proposed to be registered under the Registration
Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the applicable
stockholders or otherwise, such Registration Statement shall register for resale such number of Registrable Securities which is equal
to the maximum number of Registrable Securities as is permitted by the Commission. In such event, the number of Registrable Securities
shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional
Registrable Securities under Rule 415 under the Securities Act, the Company shall amend the Registration Statement or file one or more
new Registration Statement(s) (with such amendment or new Registration Statement also being deemed to be a “Registration Statement”
hereunder) to register such additional Registrable Securities and use commercially reasonable efforts to cause such amendment or Registration
Statement(s) to become effective as promptly as practicable after the filing thereof, but in any event no later than thirty (30) calendar
days after the filing of such Registration Statement (the “Additional Effectiveness Deadline”); provided, that
the Additional Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing of such Registration Statement,
including any new Registration Statement or amended Registration Statement, if such Registration Statement is reviewed by, and comments
thereto are provided from, the Commission; provided, further, that the Company shall request that such Registration Statement
be declared effective promptly, and in any event within three (3) Business Days, after the date the Company is notified (orally or in
writing, whichever is earlier) by the staff of the Commission that such Registration Statement will not be “reviewed” or
will not be subject to further review; provided, further, that (i) if such day falls on a Saturday, Sunday or other day
that the Commission is closed for business, the Additional Effectiveness Deadline shall be extended to the next Business Day on which
the Commission is open for business, (ii) if the Commission is closed for operations due to a government shutdown, the Additional Effectiveness
Deadline shall be extended by the same number of calendar days as the number of calendar days during which the Commission remains closed
and (iii) in the event the Commission is closed for operations due to a government shutdown, the Company will use commercially reasonable
efforts to have the Registration Statement effective as soon as possible, including, without limitation, by considering the removal of
the delaying amendment in consultation with outside counsel. Any failure by the Company to file a Registration Statement by the Effectiveness
Deadline or Additional Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect a Registration
Statement as set forth in this Section 5.
16
(b) The
Company agrees that, except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of
a Registration Statement, the Company will use its commercially reasonable efforts to cause such Registration Statement to remain effective
with respect to Subscriber, including to prepare and file any post-effective amendment to such Registration Statement or a supplement
to the related prospectus such that the prospectus will not include any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, until the earliest
to occur of (i) the date on which Subscriber ceases to hold any Registrable Securities issued pursuant to this Subscription Agreement
and (ii) the first date on which Subscriber can sell all of its Registrable Securities issued pursuant to this Subscription Agreement
(or shares received in exchange therefor) under Rule 144 of the Securities Act without limitation as to the manner of sale or the amount
of such securities that may be sold and without the requirement for the Company to be in compliance with the current public information
required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) (the earliest of clauses (i) and (ii), the “End Date”).
Prior to the End Date, the Company (i) will use commercially reasonable efforts to obtain the withdrawal of any order suspending the
effectiveness of any Registration Statement as soon as reasonably practicable; (ii) file all reports, and provide all customary and reasonable
cooperation, necessary to enable Subscriber to resell Registrable Securities pursuant to the Registration Statement; and (iii) qualify
the Registrable Securities for listing on the Stock Exchange and update or amend the Registration Statement as necessary to include Registrable
Securities. The Company will use its commercially reasonable efforts to (A) for so long as Subscriber holds Registrable Securities, make
and keep public information available (as those terms are understood and defined in Rule 144) and file with the Commission in a timely
manner all reports and other documents required of the Company under the Exchange Act so long as the Company remains subject to such
requirements to enable Subscriber to resell the Registrable Securities pursuant to Rule 144, (B) at the reasonable request of Subscriber,
deliver all the necessary documentation to cause the Company’s transfer agent to remove all restrictive legends from any Registrable
Securities being sold under the Registration Statement or pursuant to Rule 144 at the time of sale of the Registrable Securities, and
(C) cause its legal counsel to deliver to the transfer agent the necessary legal opinions required by the transfer agent, if any, in
connection with the instruction under clause (B) upon the receipt of Subscriber representation letters and such other customary
supporting documentation as requested by (and in a form reasonably acceptable to) such counsel. Subscriber agrees to disclose its beneficial
ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of Registrable Securities to the Company (or its successor)
as may be reasonably required to enable the Company to make the determination described above.
(c) The
Company’s obligations to include the Registrable Securities in the Registration Statement are contingent upon Subscriber furnishing
in writing to the Company a completed selling stockholder questionnaire in customary form that contains such information regarding Subscriber,
the securities of the Company held by Subscriber and the intended method of disposition of the Registrable Securities as shall be reasonably
requested by the Company to effect the registration of the Registrable Securities, and Subscriber shall execute such documents in connection
with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, including
providing that the Company shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement (i) during
any customary blackout or similar period or as permitted hereunder and (ii) as may be necessary in connection with the preparation and
filing of a post-effective amendment to the Registration Statement following the filing of the Company’s Annual Report on Form
20-F for its first completed fiscal year following the effective date of the Registration Statement; provided, that the Company
shall request such information from Subscriber, including the selling stockholder questionnaire, at least five (5) Business Days prior
to the anticipated date of filing the Registration Statement with the Commission. In the case of the registration effected by the Company
pursuant to this Subscription Agreement, the Company shall, upon reasonable request, inform Subscriber as to the status of such registration.
Subscriber shall not be entitled to use the Registration Statement for an underwritten offering of Registrable Securities. Notwithstanding
anything to the contrary contained herein, the Company may from time to time require Subscriber not to sell under the Registration Statement
or suspend the use or effectiveness of any such Registration Statement if (A) it determines in good faith that in order for the registration
statement to not contain a material misstatement or omission, an amendment thereto would be needed, including as a result of any request
by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional
information, (B) such filing or use would materially affect a bona fide business or financing transaction of the Company or would require
premature disclosure of information that would materially adversely affect the Company, (C) in the good faith judgment of the majority
of the members of the Company’s board of directors, such filing or effectiveness or use of such Registration Statement would be
seriously detrimental to the Company, (D) the majority of the board determines to delay the filing or initial effectiveness of, or suspend
use of, a Registration Statement and such delay or suspension arises out of, or is a result of, or is related to or is in connection
with the SEC Guidance or future Commission guidance directed at special purpose acquisition companies or companies that have consummated
a business combination with a special purpose acquisition company, or any related disclosure or related matters, (E) as may be necessary
in connection with the preparation and filing of a post-effective amendment to the Registration Statement following the filing of the
Company’s Annual Report on Form 20-F for its first completed fiscal year following the effective date of the Registration Statement,
or (F) Subscriber agrees that (1) it will immediately discontinue offers and sales of the Registrable Securities under the Registration
Statement until Subscriber receives copies of a supplemental or amended prospectus (which the Company agrees to use commercially reasonable
efforts to promptly prepare) that corrects the misstatement(s) or omission(s) referred to in Section 5(b)(A) and receives
notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers
and sales and (2) it will maintain the confidentiality of any information included in such written notice delivered by the Company unless
otherwise required by law, subpoena or regulatory request or requirement (each such circumstance, a “Suspension Event”);
provided, that, (w) the Company shall not so delay filing or so suspend the use of the Registration Statement for a period of
more than forty-five (45) consecutive days or more than ninety (90) total calendar days in any consecutive three hundred sixty (360)
day period, or more than two (2) times in any consecutive three hundred sixty (360) day period and (x) the Company shall use commercially
reasonable efforts to make such registration statement available for the sale by Subscriber of such securities as soon as practicable
thereafter.
17
(d) Upon
receipt of any written notice from the Company of the happening of (i) an issuance by the Commission of any stop order suspending the
effectiveness of any Registration Statement or the initiation of any proceedings for such purpose, which notice shall be given no later
than three (3) Business Days from the date of such event, (ii) any Suspension Event during the period that the Registration Statement
is effective, which notice shall be given no later than three (3) Business Days from the date of such Suspension Event, or (iii) if as
a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits
to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made (in the case of the prospectus) not misleading, Subscriber agrees that (1) it will immediately discontinue offers
and sales of the Registrable Securities under the Registration Statement until Subscriber receives copies of a supplemental or amended
prospectus (which the Company agrees to use commercially reasonable efforts to promptly prepare) that corrects the misstatement(s) or
omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified
by the Company that it may resume such offers and sales and (2) it will maintain the confidentiality of any information included in such
written notice delivered by the Company unless otherwise required by law, subpoena or regulatory request or requirement. If so directed
by the Company, Subscriber will deliver to the Company or, in Subscriber’s sole discretion destroy, all copies of the prospectus
covering the Registrable Securities in Subscriber’s possession; provided, however, that this obligation to deliver
or destroy all copies of the prospectus covering the Registrable Securities shall not apply (w) to the extent Subscriber is required
to retain a copy of such prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements
or (B) in accordance with a bona fide pre-existing document retention policy or (x) to copies stored electronically on archival servers
as a result of automatic data back-up.
(e)
For purposes of this Section 5 (i) “Registrable Securities” shall mean, as of any date of determination,
the Registrable Securities and any other equity security issued or issuable with respect to the Registrable Securities by way of share
split, dividend, distribution, recapitalization, merger, exchange, or replacement, and (ii) “Subscriber” shall include
any person to which the rights under this Section 5 shall have been duly assigned.
(f)
The Company shall indemnify, defend and hold harmless Subscriber, (to the extent Subscriber is a seller under the Registration Statement),
the officers, directors, members, managers, partners, agents and employees of Subscriber, each person who controls Subscriber (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, managers, partners,
agents and employees of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all
out-of-pocket and reasonably documented losses, claims, damages, liabilities, costs (including reasonable and documented external attorneys’
fees) and expenses (collectively, “Losses”) arising out of or caused by or based upon any untrue or alleged untrue
statement of a material fact contained in the Registration Statement, any prospectus included in the Registration Statement or any form
of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state
a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus
or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent that such untrue
statements, alleged untrue statements, omissions or alleged omissions are (1) based upon information regarding Subscriber furnished in
writing to the Company by or on behalf of Subscriber expressly for use therein or Subscriber has omitted a material fact from such information
or (2) result from or in connection with any offers or sales effected by or on behalf of Subscriber in violation of Section 5(b).
Notwithstanding the foregoing, the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses
or action if such settlement is effected without the prior written consent of the Company. The Company shall provide Subscriber with
an update on any threatened or asserted proceedings arising from or in connection with the transactions contemplated by this Section 5
of which the Company receives notice whether oral or in writing.
(g)
Subscriber shall, severally and not jointly with any Other Subscriber in the offering contemplated by this Subscription Agreement, indemnify,
defend and hold harmless the Company, its directors, officers, members, managers, partners, agents and employees, each person who controls
the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers,
members, managers, partners, agents or employees of such controlling persons, to the fullest extent permitted by applicable law, from
and against all Losses arising out of or based upon any untrue statement of a material fact contained in any Registration Statement,
any prospectus included in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to
make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading to the extent, but only to the extent, that such untrue statements or omissions are based
upon information regarding Subscriber furnished in writing to the Company by or on behalf of Subscriber expressly for use therein. In
no event shall the liability of Subscriber be greater in amount than the United States dollars amount of the net proceeds received by
Subscriber upon the sale of the Registrable Securities giving rise to such indemnification obligation. Notwithstanding the forgoing,
Subscriber’s indemnification obligation shall not apply to amounts paid in settlement of any Losses or action if such settlement
is effected without the prior written consent of Subscriber (which consent shall not be unreasonably withheld or delayed).
(h)
Any person or entity entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s
or entity’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless
in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist
with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to
the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying
party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of
more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with
respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment
or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying
party pursuant to the terms of such settlement), which settlement shall not include a statement or admission of fault and culpability
on the part of such indemnified party, and which settlement shall include as an unconditional term thereof the giving by the claimant
or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
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(i)
The indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and
shall survive the transfer of the Registrable Securities pursuant to this Subscription Agreement.
(j)
If the indemnification provided under this Section 5 from the indemnifying party is unavailable or insufficient to
hold harmless an indemnified party in respect of any Losses, then the indemnifying party, in lieu of indemnifying the indemnified party,
shall contribute to the amount paid or payable by the indemnified party as a result of such Losses in such proportion as is appropriate
to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations;
provided, however, that the liability of Subscriber shall be limited to the net proceeds received by such Subscriber from
the sale of Registrable Securities giving rise to such indemnification obligation. The relative fault of the indemnifying party and indemnified
party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an
omission), or relates to information supplied by (or not supplied by, in the case of an omission), or on behalf of such indemnifying
party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information
and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses shall be deemed to
include, subject to the limitations set forth in this Section 5, any legal or other fees, charges or expenses reasonably
incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 5(j) from
any person or entity who was not guilty of such fraudulent misrepresentation. Notwithstanding anything to the contrary herein, in no
event will any party be liable for punitive damages in connection with this Subscription Agreement or the transactions contemplated hereby.
(k)
At any time and from time to time in connection with a bona-fide sale of Subscribed Shares effected in compliance with the requirements
of Rule 144 under the Securities Act or through any broker-dealer sale transactions described in the plan of distribution set forth within
any prospectus and pursuant to the Registration Statement, the Company shall use its commercially reasonable efforts, subject to the
receipt of customary documentation required from the holder of the applicable Subscribed Shares and broker in connection therewith and
compliance with applicable laws, (i) promptly instruct its transfer agent to remove any restrictive legends applicable to the Subscribed
Shares being sold and (ii) in connection with any sale made pursuant to Rule 144, cause its legal counsel to deliver reasonably requested
legal opinions, if any, to the transfer agent in connection with the instruction under subclause (i). Subscriber may request that the
Company remove any legend from the book entry position evidencing its Subscribed Shares following the earliest of such time as such Subscribed
Shares (i) (x) are subject to or (y) have been or are about to be sold or transferred pursuant to an effective registration statement
(including the Registration Statement), or (ii) have been sold pursuant to Rule 144. The Company shall be responsible for the fees of
its transfer agent, its legal counsel (including for purposes of giving the opinion referenced herein) and all DTC fees associated with
such issuance and the Subscriber shall be responsible for its fees or costs associated with such removal of the legend (including its
legal fees or costs of its legal counsel).
(l)
With a view to making available to Subscriber the benefits of Rule 144 that permit Subscriber to sell securities of the Company to the
public without registration, the Company agrees, for so long as Subscriber holds Subscribed Shares, to:
(i)
use commercially reasonable efforts to make and keep publicly available, as those terms are understood and defined in Rule 144; and
(ii)
use commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Company
under the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents
as may be required pursuant to the applicable provisions of Rule 144.
(m)
Upon request, the Company shall provide the Subscriber with contact information for
the person responsible for the Company’s account at the transfer agent to facilitate transfers made pursuant to this Section 5
and provide reasonable assistance to facilitate transfers. The Company shall be responsible for the fees of its transfer agent and its
legal counsel (including for purposes of giving the opinion referenced herein) associated with such issuance and the Subscriber shall
be responsible for its fees or costs associated with such removal of the legend (including its legal fees or costs of its legal counsel).
Section 6.
Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations
of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest
to occur of (a) such date and time as the BCA is terminated in accordance with its terms, (b) the mutual written agreement of the parties
hereto to terminate this Subscription Agreement or (c) twelve (12) months after the date hereof; provided, that nothing herein
will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled
to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. SPAC and the Company shall notify
Subscriber of the termination of the BCA promptly after the termination thereof. Upon the termination hereof in accordance with this
Section 6, any monies paid by Subscriber in connection herewith shall promptly (and in any event within two (2) Business
Days) be remitted in full to Subscriber by wire transfer of United States dollars in immediately available funds to the account specified
by Subscriber, without any deduction for or on account of any tax withholding, whether or not the Transactions shall have been consummated.
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Section 7.
Trust Account Waiver. Subscriber hereby acknowledges that SPAC is a blank check company formed for the purpose of effecting a
merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
Subscriber further acknowledges that, as described in the final prospectus relating to SPAC’s initial public offering (“IPO”)
filed with the Commission (File No. 333-284114) on March 3, 2025 (the “Prospectus”), substantially all of SPAC’s
assets consist of the cash proceeds of SPAC’s IPO and a private placement of its securities and substantially all of those proceeds
(including interest accrued from time to time thereon) have been deposited into a trust account (the “Trust Account”)
for the benefit of SPAC and its public shareholders. As described in the Prospectus, the funds held from time to time in the Trust Account
may only be released upon certain conditions. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Subscriber hereby agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time
hereafter have any right, title, interest or claim of any kind (“Claim”) to, or to any monies or other assets in,
the Trust Account, and hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Claim to, or to any monies
or other assets in, the Trust Account that it may have now or in the future as a result of, or arising out of, this Subscription Agreement,
the transactions contemplated hereby or the Subscribed Shares, in or to any monies held in the Trust Account (or any distributions therefrom
directly or indirectly to SPAC’s public shareholders). In the event that Subscriber has any Claim against SPAC as a result of,
or arising out of, this Subscription Agreement, the Other Subscription Agreements, the transactions contemplated hereby and thereby,
or the Subscribed Shares, Subscriber agrees not to seek recourse against the Trust Account or any funds distributed therefrom (it being
clarified that such waiver shall not apply following the Closing to the Trust Account funds that are released from the Trust Account
to SPAC, the Company or their successors in connection with the Transactions). Subscriber acknowledges and agrees that such irrevocable
waiver is a material inducement to SPAC to enter into this Subscription Agreement, and further intends and understands such waiver to
be valid, binding, and enforceable against Subscriber in accordance with applicable law. To the extent Subscriber commences any action
or proceeding based upon, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives, which
proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, Subscriber hereby acknowledges and agrees
that its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber (or any
person claiming on Subscriber’s behalf or in lieu of Subscriber) to have any claim against the Trust Account (including any distributions
therefrom) or any amounts contained therein. Nothing in this Section 7 shall be deemed to limit Subscriber’s
right to distributions from the Trust Account in accordance with the SPAC Organizational Documents in respect of any redemptions by Subscriber
in respect of any public Class A ordinary shares of SPAC acquired by any means. Notwithstanding anything in this Subscription Agreement
to the contrary, the provisions of this Section 7 shall survive termination of this Subscription Agreement.
Section 8.
Miscellaneous.
(a)
Subscriber hereby acknowledges that it shall be solely responsible for and bear the cost of all transfer, stamp, issue, registration,
documentary or other similar taxes, duties, fees or charges arising in any jurisdiction in connection with the Subscription contemplated
in this Subscription Agreement as well as the execution of this Subscription Agreement.
(b)
Notwithstanding any other provision of this Subscription Agreement, SPAC, the Company and any of their Representatives, as applicable,
shall be entitled to deduct and withhold from the Registrable Securities and any other amount payable pursuant to this Subscription Agreement
(in connection with a future share split, dividend, distribution, recapitalization, merger, exchange, or replacement) any such taxes
as may be required to be deducted and withheld from such amounts (and any other amounts treated as paid for applicable tax law) under
the Internal Revenue Code of 1986, as amended, or any other applicable tax law (as determined in good faith by the party so deducting
or withholding in its sole discretion). To the extent that any amounts are so deducted and withheld, such deducted and withheld amounts
shall be treated for all purposes of this Subscription Agreement as having been paid to the person in respect of which such deduction
and withholding was made.
(c)
The Subscriber agrees that the Company may send or supply documents and information to it in electronic form. The Subscriber’s
email address for such purposes is set out below in the Subscriber’s signature block to this Subscription Agreement.
(d)
All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or
other communication hereunder shall be deemed duly given when sent by electronic mail, with no mail undeliverable or other rejection
notice, on the date of transmission to such recipient, if sent on a Business Day prior to 5:00 p.m. New York City time, or on the Business
Day following the date of transmission, if sent on a day that is not a Business Day or after 5:00 p.m. New York City time on a Business
Day to the recipient via electronic mail if an electronic mail address is provided in the applicable signature page hereof or to an electronic
mail address as subsequently modified by written notice given in accordance with this Section 8(d).
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(e)
Subscriber acknowledges that SPAC, the Company, the Placement Agents and others will rely on the acknowledgments, understandings, agreements,
representations and warranties of Subscriber contained in this Subscription Agreement; provided, however, that the foregoing
clause of this Section 8(e) shall not give SPAC or the Company any rights other than those expressly set forth herein.
Prior to the Closing, Subscriber agrees to promptly notify SPAC and the Company if it becomes aware that any of the acknowledgments,
understandings, agreements, representations and warranties of Subscriber set forth herein are no longer accurate in all material respects.
SPAC and the Company acknowledge that Subscriber and the Placement Agents will rely on the respective acknowledgments, understandings,
agreements, representations and warranties contained in this Subscription Agreement. Prior to the Closing, SPAC and the Company agree
to promptly notify Subscriber and the Placement Agents, if they become aware that any of the respective acknowledgments, understandings,
agreements, representations and warranties of SPAC or the Company, respectively, set forth herein are no longer accurate in all material
respects.
(f)
The Subscriber confirms that it has obtained all necessary consents and authorities to enable the Subscriber to make the Subscription
and perform the Subscriber’s obligations specified in this Subscription Agreement. For the purposes of the UK Proceeds of Crime
Act 2002, the Purchase Price to be transferred by the Subscriber in connection with the Subscription are and shall not be “the
proceeds of crime”. The Subscriber confirms that it is entitled to subscribe for the Subscribed Shares under the laws of all relevant
jurisdictions which apply to the Subscriber; the Subscriber has fully observed such laws and obtained and complied with all governmental
and other consents which may be required thereunder and with all other necessary formalities.
(g)
Each of SPAC, the Company and Subscriber is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested
party as required by applicable law in any administrative or legal proceeding or official inquiry with respect to the matters covered
hereby.
(h)
Each party hereto shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated
herein.
(i)
Neither this Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the Subscribed Shares acquired
hereunder and the rights set forth in Section 5) may be transferred or assigned by Subscriber. Neither this Subscription
Agreement nor any rights that may accrue to SPAC or the Company hereunder may be transferred or assigned by SPAC or the Company without
the prior written consent of Subscriber, other than in connection with the Transactions. Notwithstanding the foregoing, Subscriber may
assign all or a portion of its rights and obligations under this Subscription Agreement to one or more of its affiliates (including other
investment funds or accounts managed or advised by the investment manager who acts on behalf of Subscriber) upon written notice to SPAC
and the Company or, with SPAC’s and the Company’s prior written consent, to another person; provided, that in the
case of any such assignment, the assignee(s) shall become a Subscriber hereunder and have the rights and obligations and be deemed to
make the representations and warranties of Subscriber provided for herein to the extent of such assignment and provided further
that no such assignment shall relieve the assigning Subscriber of its obligations hereunder if any such assignee fails to perform such
obligations, unless SPAC and the Company have given their prior written consent to such relief. Any purported assignment or transfer
in violation of this Section 8(i) shall be null and void.
(j)
All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.
(k)
The Subscriber confirms that the name and address(es) of the Subscriber given below is the Subscriber’s true name and address(es)
and the Subscriber undertakes to deliver at the Company’s request any information it reasonably requires to prove the same for
the purposes of the UK Proceeds of Crime Act 2002, the UK Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017,
the UK Bribery Act 2010 and the UK Economic Crime and Corporate Transparency Act 2023 (as applicable). SPAC and the Company may request
from Subscriber such additional information as SPAC or the Company may reasonably determine to be necessary to evaluate the eligibility
of Subscriber to acquire the Subscribed Shares and to register the Subscribed Shares for resale, and Subscriber shall promptly provide
such information as may be reasonably requested, to the extent readily available and to the extent consistent with its internal policies
and procedures; provided, that SPAC and the Company agree to keep any such information provided by Subscriber confidential, except
(A) as required by the federal securities laws, rules or regulations and (B) to the extent such disclosure is required by other laws,
rules or regulations, at the request of the staff of the Commission or regulatory agency or under the regulations of the Stock Exchange.
Subscriber acknowledges that SPAC and the Company may file a form of this Subscription Agreement with the Commission as an exhibit to
a current or periodic report of SPAC and/or the Company, an annex to a proxy statement of SPAC and/or the Company or as an exhibit to
a registration statement of the Company.
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(l)
This Subscription Agreement may not be amended, modified or waived except by an instrument in writing, signed by each of the parties
hereto; provided, that no provision of this Subscription Agreement that references the Placement Agents may be amended, modified,
terminated or waived in any manner that is adverse to the Placement Agents without the prior written consent of each of the Placement
Agents.
(m)
This Subscription Agreement constitutes the entire agreement, and supersedes all other
prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject
matter hereof.
(n)
Except with respect to the Placement Agents (who are third-party beneficiaries of the respective acknowledgements, representations, warranties
and covenants of SPAC, the Company and Subscriber, in each case that reference the Placement Agents, contained in this Subscription Agreement)
or as otherwise provided herein, this Subscription Agreement is intended for the benefit of the parties hereto and their heirs, executors,
administrators, successors, legal representatives, and permitted assigns and, except with respect to the Placement Agents or as otherwise
provided herein, is not for the benefit of, nor may any provision hereof be enforced by, any other person.
(o)
The parties hereto acknowledge and agree that irreparable damage may occur in the event that any of the provisions of this Subscription
Agreement were not performed in accordance with their specific terms or were otherwise breached and that money or other legal remedies
may not be an adequate remedy for such damage. It is accordingly agreed that the parties shall be entitled to seek equitable relief,
including in the form of an injunction or injunctions to prevent breaches or threatened breaches of this Subscription Agreement and to
enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such
party is entitled at law, in equity, in contract, in tort or otherwise. The parties hereto acknowledge and agree that SPAC and the Company
shall be entitled to seek specific enforcement of Subscriber’s obligations to fund the Subscription and that SPAC, the Company
and the Placement Agents (as express third-party beneficiaries) shall be entitled to specifically enforce the provisions of the Subscription
Agreement, in each case, on the terms and subject to the conditions set forth herein. The parties hereto further acknowledge and agree
to waive any requirement for the security or posting of any bond in connection with any such equitable remedy.
(p)
If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in
full force and effect.
(q)
No failure or delay by a party hereto in exercising any right, power or remedy under this Subscription Agreement, and no course of dealing
between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise
of any right, power or remedy under this Subscription Agreement by a party hereto, nor any abandonment or discontinuance of steps to
enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any
other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such
party to pursue other available remedies. No notice to or demand on a party not expressly required under this Subscription Agreement
shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or
constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without
such notice or demand.
(r)
This Subscription Agreement may be executed and delivered in one or more counterparts (including by electronic mail, in .pdf or other
matters electronic submission) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed
the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.
(s)
This Subscription Agreement, and all claims, causes of action (whether in contract, tort or statute) or other matters that may result
from, arise out of, be in connection with or relate to this Subscription Agreement, or the negotiation, administration, performance,
or enforcement of this Subscription Agreement, including any claim or cause of action resulting from, arising out of, in connection with,
or relating to any representation or warranty made in or in connection with this Subscription Agreement, shall be governed by, and construed
and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice or conflict of laws
provision, rule, or principle (whether of the State of New York or any other jurisdiction) that would result in the application of the
laws of any other jurisdiction.
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(t)
EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO, BASED ON OR RELATING TO THIS SUBSCRIPTION
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION (WHETHER FOR BREACH
OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF, BASED ON OR RELATING TO THIS SUBSCRIPTION AGREEMENT
OR THE TRANSACTIONS. EACH PARTY ACKNOWLEDGES AND AGREES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (ii) IT UNDERSTANDS
AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) IT MAKES THIS WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO
THIS SUBSCRIPTION AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8(t).
(u)
Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process (whether inside
or outside the territorial jurisdiction of the Chosen Courts (as defined below)) in any Action based on, arising out of or relating to
this Subscription Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets,
in accordance with this Section 8(u) or in such other manner as may be permitted by applicable law, and
nothing in this Section 8(u) shall affect the right of any party to serve legal process in any other manner
permitted by applicable law; (b) in the event that any dispute or controversy based on, arising out of or relating to this Subscription
Agreement or the transactions contemplated hereby, irrevocably and unconditionally consents and submits itself and its properties and
assets in any Action to the exclusive jurisdiction of any federal court sitting in the Borough of Manhattan of The City of New York;
provided, however, that if such federal court does not have jurisdiction over such Legal Proceedings, they shall be heard
and determined exclusively in the Supreme Court of the State of New York, Commercial Division, sitting in the Borough of Manhattan of
The City of New York (and any appellate court therefrom) (the “Chosen Courts”) ; (c) agrees that it shall not attempt
to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any Action based
on, arising out of or relating to this Subscription Agreement or the transactions contemplated hereby shall be brought, tried and determined
only in the Chosen Courts; (e) waives any objection that it may now or hereafter have to the venue of any such Action in the Chosen Courts
or that such Action was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it shall not
bring any Action based on, arising out of or relating to this Subscription Agreement or the transactions contemplated hereby in any court
other than the Chosen Courts. Each of the parties hereto agrees that a final judgment in any Action in the Chosen Courts shall be conclusive
and may be enforced in other jurisdictions, either within or outside of the U.S., by suit on the judgment or in any other manner provided
by applicable law. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such
award or judgment. With respect to any Action for which it has submitted to jurisdiction pursuant to this Section 8(u),
each party irrevocably consents to service of process in the manner provided for the giving of notices pursuant to Section 8(d).
Nothing in this Section 8(u) shall affect the right of any party to serve process in any other manner permitted
by law. The foregoing consent to jurisdiction shall not (x) constitute submission to jurisdiction or general consent to service of process
in the State of New York for any purpose except with respect to any Action based on, arising out of or relating to this Subscription
Agreement or the transactions contemplated hereby or (y) be deemed to confer rights on any person other than the parties.
(v)
For the purposes of this Subscription Agreement:
(i)
“Action” shall mean any demand, claim, charge, action, suit, investigation, proceeding (whether at law or in equity),
hearing, inquiry, audit, examination petition, complaint, notice of violation, arbitration or other litigation or similar proceeding,
whether arbitral, civil, criminal, administrative, investigative or appellate proceeding, commenced, brought, conducted or heard by or
before, or otherwise involving, any court or other Governmental Authority or any arbitrator or arbitration panel; and
(ii)
“Governmental Authority” shall mean any (a) federal, state, provincial, local or other government (U.S. or non-U.S.),
(b) any federal, state, provincial, local, or other governmental or supra-national entity, regulatory or administrative authority, taxing
authority, agency, department, board, division, instrumentality or commission, educational agency, political party, body, or judicial
or arbitral body, board, tribunal, or court (U.S. or non-U.S.), (c) any public international organization (e.g., the World Bank), (d)
any industry self-regulatory authority or (e) any business, entity, or enterprise owned or controlled by any of the foregoing.
(w)
This Subscription Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out
of, or related to this Subscription Agreement, or the negotiation, execution or performance of this Subscription Agreement, may only
be brought against the entities that are expressly named as parties hereto; except with respect to the provisions of this Subscription
Agreement for which the Placement Agents are express third party beneficiaries.
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(x)
SPAC shall (i) by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription
Agreement, issue a press release disclosing the material terms of the transactions contemplated hereby, and (ii) file with the Commission
a Current Report on Form 8-K disclosing all material terms of this Subscription Agreement, the Other Subscription Agreements and the
transactions contemplated hereby and thereby, and the Transactions, and including as exhibits thereto, the form of this Subscription
Agreement and the Other Subscription Agreement, within the time required by the Exchange Act. From and after the issuance of such press
release, SPAC represents to the Subscriber that it shall have publicly disclosed all material, non-public information regarding SPAC
or the Company delivered to the Subscriber by or on behalf of SPAC, the Company or any of their respective officers, directors, employees
or agents (including the Placement Agents) in connection with the transactions contemplated by this Subscription Agreement. Prior to
the Closing, Subscriber shall not issue any press release or make any other similar public statement with respect to the transactions
contemplated hereby without the prior written consent of SPAC and the Company (such consent not to be unreasonably withheld or delayed).
Notwithstanding anything in this Subscription Agreement to the contrary, each of SPAC and the Company (i) shall not publicly disclose
the name of Subscriber or any of its affiliates or advisers, or include the name of Subscriber or any of its affiliates or advisers in
any press release, without the prior written consent of Subscriber and (ii) shall not publicly disclose the name of Subscriber or any
of its affiliates or advisers, or include the name of Subscriber or any of its affiliates or advisers in any filing with the Commission
or any regulatory agency or trading market, without the prior written consent of Subscriber, except (A) as required by the federal securities
laws, rules or regulations, including in connection with the filing of a Registration Statement pursuant to Section 5(a), and (B) to
the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the Commission or regulatory
agency or under the regulations of the Stock Exchange, in which case of clause (A) or (B), SPAC or the Company, as applicable, shall
provide Subscriber with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult with Subscriber
regarding such disclosure. Subscriber will promptly provide any information reasonably requested by SPAC or the Company for any regulatory
application or filing made or approval sought in connection with the Transactions (including filings with the Commission). To the extent
that any such information is publicly disclosed pursuant to the provisions hereunder, the parties agree that no further notice or consent
is required for SPAC or the Company to further disclose such information.
(y)
The obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber
or any other investor under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance
of the obligations of any Other Subscriber or other investor under the Other Subscription Agreements. The decision of Subscriber to purchase
Subscribed Shares pursuant to this Subscription Agreement has been made by Subscriber independently of any Other Subscriber or any other
investor and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties,
liabilities, results of operations, condition (financial or otherwise) or prospects of SPAC, the Company or any of their respective affiliates
or subsidiaries which may have been made or given by any Other Subscriber or investor, by any agent or employee of any Other Subscriber
or investor, and neither Subscriber nor any of its agents or employees shall have any liability to any Other Subscriber or investor (or
any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in
any Other Subscription Agreement, and no action taken by Subscriber, the Other Subscribers or other investors pursuant hereto or thereto
shall be deemed to constitute Subscriber and any Other Subscribers or other investors as a partnership, an association, a joint venture
or any other kind of entity, or create a presumption that Subscriber and any Other Subscribers or other investors are in any way acting
in concert or as a group with respect to such obligations or the transactions contemplated by this Subscription Agreement and the Other
Subscription Agreements. Subscriber acknowledges that no Other Subscriber has acted as agent for Subscriber in connection with making
its investment hereunder and no Other Subscriber will be acting as agent of Subscriber in connection with monitoring its investment in
the Subscribed Shares or enforcing its rights under this Subscription Agreement. Subscriber shall be entitled to independently protect
and enforce its rights, including without limitation the rights arising out of this Subscription Agreement, and it shall not be necessary
for any Other Subscriber or investor to be joined as an additional party in any proceeding for such purpose.
(z)
The headings herein are for convenience only, do not constitute a part of this Subscription Agreement and shall not be deemed to limit
or affect any of the provisions hereof. The language used in this Subscription Agreement will be deemed to be the language chosen by
the parties hereto to express their mutual intent, and no rules of strict construction will be applied against any party. Unless the
context otherwise requires, (i) all references to Sections or Annexes are to Sections or Annexes contained in or attached to this Subscription
Agreement, (ii) each accounting term not otherwise defined in this Subscription Agreement has the meaning assigned to it in accordance
with United States generally accepted accounting principles, (iii) words in the singular or plural include the singular and plural and
pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter, (iv) the use
of the word “including” in this Subscription Agreement shall be by way of example rather than limitation, and (v) the word
“or” shall not be exclusive (i.e., unless context requires otherwise “or” shall be interpreted to mean “and/or”
rather than “either/or”).
(aa)
For further information regarding this Subscription Agreement, the transactions contemplated hereby or other inquiries, contact investors@newcleo.com.
24
Section 9.
Open-Market Purchases
9.01
(a) In the event Subscriber elects to purchase public Class A ordinary shares of SPAC for its own account pursuant to open-market transactions
at a price of less than the Redemption Price per share with third parties (the “Open-Market Purchase Shares”) after
the date hereof and prior to the record date established for voting (the “Record Date”) at the extraordinary general
meeting of shareholders of SPAC held to approve the Transactions (the “SPAC Shareholder Meeting”), and/or (b) to the
extent Subscriber elects to apply any public Class A ordinary shares of SPAC it beneficially owns as of the date of this Subscription
Agreement (the “Currently Owned Shares”, with such number of Currently Owned Shares not to exceed the amount listed
on the signature page hereto), the number of Subscribed Shares that Subscriber shall be obligated to purchase pursuant to this Subscription
Agreement may be reduced on a one-for-one basis, at Subscriber’s election, by up to the total number of Subscribed Shares subscribed
for by Subscriber pursuant to the terms of this Subscription Agreement (the “Reduction Right” and such shares, “Reduction
Right Shares”); in each case, subject to Subscriber agreeing, (i) with respect to the Open-Market Purchase Shares, to (A) not
sell or otherwise transfer such Open-Market Purchase Shares prior to the consummation of the Transactions, (B) vote any Open-Market Purchase
Shares in favor of approving the Transactions or instead submit a proxy abstaining from voting thereon, and (C) to the extent it has
the right to have any of its Open-Market Purchase Shares redeemed for cash in connection with the consummation of the Transactions, not
exercise any such redemption rights (collectively, the “Open-Market Purchase Reduction Conditions”), and (ii) with
respect to the Currently Owned Shares, to (A) not sell or otherwise transfer such Currently Owned Shares prior to the consummation of
the Transactions, (B) vote all of its Currently Owned Shares in favor of approving the Transactions at the SPAC Shareholder Meeting,
and (C) to the extent it has the right to have any of its Currently Owned Shares redeemed for cash in connection with the consummation
of the Transactions, not exercise any such redemption rights (the “Currently Owned Shares Reduction Conditions”).
9.02
Subscriber shall, no later than one (1) Business Day after the Record Date, deliver a certificate (the “Certificate”)
to SPAC, signed by Subscriber, certifying: (i) the number of Subscribed Shares for which Subscriber has elected to exercise its Reduction
Right, including the number of Open-Market Purchase Shares and Currently Owned Shares so elected, and (ii)(x) with respect to any such
Open-Market Purchase Shares, (1) the date of such Open-Market Purchase, (2) the price per share at which such Open-Market Purchase Shares
were purchased by Subscriber, and (3) an affirmation that Subscriber has and will comply with the Open-Market Purchase Reduction Conditions,
and (y) with respect to any such Currently Owned Shares, an affirmation that Subscriber has and will comply with the Currently Owned
Shares Reduction Conditions. In the event that subsequent to exercising its Reduction Right, Subscriber desires to lower the number of
Subscribed Shares subject to such reduction (i.e., increase the number of Subscribed Shares to be purchased pursuant to this Subscription
Agreement), Subscriber may so amend the Certificate with the consent of SPAC. Notwithstanding anything to the contrary in the foregoing,
no later than three (3) Business Days prior to the anticipated Closing Date as set forth in the Closing Notice, Subscriber shall reaffirm
to SPAC in writing that the certifications included in the Certificate are true and correct, and shall provide SPAC with such other information
as it may reasonably request in order for SPAC to issue the Reduction Right Shares to Subscriber prior to the Mergers including, without
limitation, the legal name of the person in whose name the Reduction Right Shares are to be issued and a duly completed and executed
Internal Revenue Service Form W-9 or appropriate Form W-8.
[Signature
pages follow]
25
IN
WITNESS WHEREOF, the Company has accepted this Subscription Agreement as of the date first set forth above.
NEWCLEO
LTD.
By:
Name:
Title:
Address
for Notices:
55
South Audley Street
London,
W1K 2QH
Attention:
Khalil Bukhari, General Counsel
Email:
***
with
a copy (not to constitute notice) to:
Davis
Polk & Wardwell LLP
450
Lexington Avenue
New
York, NY 10017
Attention:
Yasin Keshvargar
Email:
***
[Signature
Page to Subscription Agreement]
IN
WITNESS WHEREOF, SPAC has accepted this Subscription Agreement as of the date first set forth above.
NEWHOLD
INVESTMENT CORP III
By:
Name:
Title:
Address
for Notices:
52
Vanderbilt Avenue, Suite 2005
New
York, New York 10017
Attention:
Kevin Charlton, Chief Executive Officer
Email:
***
with
a copy (not to constitute notice) to:
Loeb
& Loeb LLP
345
Park Avenue
New
York, New York 10154
Attention:
Giovanni Caruso, Esq.
Email:
***
[Signature
Page to Subscription Agreement]
IN
WITNESS WHEREOF, Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative
as of the date set forth below.
Name
of Subscriber:____________________________________________
State/Country
of Formation or Domicile: ____________________________
By:
________________________________________________________
Name:
______________________________________________________
Title:
_______________________________________________________
Name
in which Subscribed Shares are to be registered (if different):
Date:
_______________________________________________________
___________________________________________________________
Subscriber’s
EIN: _____________________________________________
Entity
Type (e.g., corporation, partnership, trust, etc.):
___________________________________________________________
Business
Address-Street:________________________________________
Mailing
Address-Street (if different):_______________________________
City,
State, Zip: _______________________________________________
City,
State, Zip: _______________________________________________
Attn:
_______________________________________________________
Attn:
_______________________________________________________
Telephone
No: _______________________________________________
Telephone
No:________________________________________________
for notices: _____________________________________________
for notices (if different): ____________________________________
Number
of Shares subscribed for: _________________________________
Aggregate
Purchase Price: $____________________________________3
3 Minimum
of £100,000 in the UK and €100,000 in the EU
[Signature
Page to Subscription Agreement]
ANNEX
A
ELIGIBILITY
REPRESENTATIONS OF SUBSCRIBER
This
Annex A should be completed and signed by Subscriber and constitutes a part of the Subscription Agreement.
1. QUALIFIED
INSTITUTIONAL BUYER STATUS (Please check the box, if applicable)
☐
Subscriber is a “qualified institutional
buyer” (as defined in Rule 144A under the Securities Act) (a “QIB”)
☐
We are subscribing for the Subscribed Shares as a fiduciary or agent for one or more investor accounts,
and each owner of such account is a QIB.
**OR**
2. INSTITUTIONAL
ACCREDITED INVESTOR STATUS (Please check the box, if applicable)
☐
Subscriber is an institutional “accredited investor” (within the meaning of Rule 501(a) under
the Securities Act) or an entity in which all of the equity holders are accredited investors within the meaning of Rule 501(a) under
the Securities Act, and has marked and initialed the appropriate box below indicating the provision under which it qualifies as an institutional
“accredited investor.”
**AND**
3. FINRA
INSTITUTIONAL INVESTOR STATUS (Please check the box)
☐ Subscriber
is a “institutional investor” (as defined in FINRA Rule 2111).
**AND**
4. AFFILIATE
STATUS (Please check the applicable box)
SUBSCRIBER
☐ is:
☐ is
not:
an
“affiliate” (as defined in Rule 144 under the Securities Act) of SPAC or the Company acting on behalf of an affiliate of
SPAC or the Company.
Subscriber
has indicated, by marking and initialing the appropriate box(es) below, the provision(s) below which apply to Subscriber and under which
Subscriber accordingly qualifies as an institutional “accredited investor.”
☐
Any bank, registered broker or dealer, insurance company, registered investment company, business development
company, small business investment company, private business development company, or rural business investment company;
☐
Any investment adviser registered pursuant to section 203 of the Investment Advisers Act or registered
pursuant to the laws of a state;
☐
Any investment adviser relying on the exemption from registering with the Commission under section 203(l)
or (m) of the Investment Advisers Act;
☐
Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality
of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;
☐
Any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act
of 1974 (“ERISA”), if (i) the investment decision is made by a plan fiduciary, as defined in section 3(21) of ERISA,
which is either a bank, a savings and loan association, an insurance company, or a registered investment adviser, (ii) the employee benefit
plan has total assets in excess of $5,000,000 or, (iii) such plan is a self-directed plan, with investment decisions made solely by persons
that are “accredited investors”;
☐
Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act;
☐
Any (i) corporation, limited liability company or partnership, (ii) Massachusetts or similar business trust,
or (iii) organization described in section 501(c)(3) of the Internal Revenue Code, in each case that was not formed for the specific
purpose of acquiring the securities offered and that has total assets in excess of $5,000,000;
☐
Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring
the securities offered, whose purchase is directed by a sophisticated person as described in Section 230.506(b)(2)(ii) of Regulation
D under the Securities Act;
**AND**
5. FINRA
INSTITUTIONAL ACCOUNT STATUS (Please check the box)
☐
Subscriber is an “institutional account” under FINRA Rule 4512(c).
**AND**
6. EEA
QUALIFIED INVESTOR (Please check the applicable box)
☐
Subscriber is a “qualified investor” (within the meaning of Article 2 of the EU Prospectus
Regulation).
☐
Subscriber is not a resident in a member state of the European Economic Area.
**AND**
7. UNITED
KINGDOM QUALIFIED INVESTOR (Please check the applicable box)
☐
Subscriber is a person or entity to whom an offer can be made within the exemptions from public offers set out in the Public Offers and
Admission to Trading Regulations 2024 who is also a (i) high net worth individual falling within Article 48 of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”); (ii) high net worth company within Article
49 of the Order; (iii) certified sophisticated investor within Article 50 of the Order; (iv) self-certified sophisticated investor within
Article 50A of the Order; or (x) professional investor within Article 19 of the Order, each satisfying the applicable requirements set
forth on Annex C and Annex D hereto, and acknowledges that this investment is available only to such persons and if Subscriber is not
such a person it should not enter into this document.
I
certify that I am (as defined in Annex C below - tick all applicable boxes):
A
Certified Sophisticated Investor*
A
Self-Certified Sophisticated Investor
A
High Net Worth Individual
A
Professional Investor
Note
* if you are a Certified Sophisticated Investor then you and your adviser need to have signed a certificate in the form set out in Annex
D below
☐
Subscriber is not resident in the United Kingdom.
This
page should be completed by Subscriber and constitutes a part of the Subscription Agreement.
SUBSCRIBER:
Print Name:
By:
Name:
Title:
ANNEX
B
ACCREDITED
INVESTOR QUESTIONNAIRE
Investor: _____________________________
State of
Residence: ______________________
Residency
Address: ______________________
AFFILIATE
STATUS
(Please
check the applicable box)
SUBSCRIBER
☐ is:
☐ is
not:
an
“affiliate” (as defined in Rule 144 under the Securities Act) of the Company or acting on behalf of an affiliate of the Company.
The
following are “accredited investors” for purposes of the offering of the Subscribed Shares. Please place a checkmark in the
box next to any categories that apply to you4:
☐
(a) a natural
person whose individual net worth,5 or joint net
worth with that person’s spouse, at the time of purchase exceeds $1,000,000;
☐
(b) a natural
person who had an individual income in excess of $200,000 in each of the two most recent years
or joint income with that person’s spouse in excess of $300,000 in each of those years and
has a reasonable expectation of reaching the same income level in the current year;
☐
(c) a trust,
with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the
securities offered, whose purchase is directed by a person who either alone or with his purchaser
representative has such knowledge and experience in financial and business matters that he or she
is capable of evaluating the merits and risks of the prospective investment, or the issuer reasonably
believes immediately prior to making any sale that such purchaser comes within this definition;
☐
(d) an entity
in which all of the equity owners are accredited investors meeting one or more of the tests under
subparagraphs (a) - (c); or
☐
(e) none of the above.
4 Certain
other categories included within the definition of “accredited investor” which
are not likely to apply have been omitted.
5 The
term “net worth” means a person’s assets minus liabilities, provided that
the value of such person’s primary residence, as well as the amount of any indebtedness
secured by the primary residence up to the fair market value of the primary residence, shall
be excluded from the calculation of net worth. Indebtedness secured by the primary residence
in excess of the value of the primary residence shall be considered a liability for purposes
of determining net worth.
ANNEX
C
INVESTOR
DEFINITIONS (UNITED KINGDOM FINANCIAL PROMOTIONS)
1 High
Net Worth Individual (Article 48 of the Order)
A
certified high net worth individual is a person where at least one of the following applies:
(a) During
the financial year immediately preceding the date of signing the Subscription Agreement,
they had an annual income to the value of £100,000 or more;
(b) Throughout
the financial year immediately preceding date of signing the Subscription Agreement, they
had net assets to the value of £250,000 or more. Net assets for these purposes do not
include:
(i) the
property which is their primary residence or any loan secured on that residence;
(ii) any
rights of theirs under a qualifying contract of insurance within the meaning of the United
Kingdom Financial Services and Markets Act 2000 (Regulated Activities) Order 2001; or
(iii) any
benefits (in the form of pensions or otherwise) which are payable on the termination of their
service or on their death or retirement and to which they are (or their dependants are),
or may be, entitled.
In
certifying I am a High Net Worth Individual by ticking the relevant box on the Subscription Agreement I am declaring that I am a certified
high net worth individual for the purposes of the Financial Services and Markets Act (Financial Promotion) Order 2005 and I understand
that this means:
(a) I
can receive financial promotions that may not have been approved by a person authorised by
the Financial Services Authority;
(b) the
content of such financial promotions may not conform to rules issued by the Financial Services
Authority;
(c) by
certifying I am a High Net Worth Individual I may lose significant rights;
(d) I
may have no right to complain to either of the following:
(i) the
Financial Services Authority; or
(ii) the
Financial Ombudsman Scheme; and
(e) I
may have no right to seek compensation from the Financial Services Compensation Scheme.
I
accept that I can lose my property and other assets from making investment decisions based on financial promotions.
I
am aware that it is open to me to seek advice from someone who specialises in advising on investments.
2. High
net worth companies, unincorporated association etc (Article 49of the Order)
This
Article applies to:
(a) Any
body corporate which has, or which is a member of the same group as, an undertaking which
has a called-up share capital or net assets of not less than:
(i) if
the body corporate has more than 20 members or is a subsidiary undertaking of an undertaking
which has more than 20 members, £500,000;
(ii) otherwise,
£5,000,000;
(b) any
unincorporated association or partnership which has net assets of not less than £5,000,000;
(c) the
trustees of a high value trust;
(d) any
person (“A”) whilst acting in the capacity of director, officer or employee of
a person (“B”) falling within any of sub-paragraphs (a) to (c) where A’s
responsibilities when acting in that capacity involve him in B’s engaging in investment
activity;
(e) any
person to whom the communication may otherwise be lawfully made
3. Certified
Sophisticated Investor (Article 50 of the Order)
A
certified sophisticated investor is a person who:
(a) has
a current certificate in writing or other legible form signed by an authorised person to
the effect that they are sufficiently knowledgeable to understand the risks associated with
this investment; and
(b) who
has signed, within the period of 12 months ending on the date of this Subscription Agreement,
a statement in the terms set out in Annex D paragraph (b) of this Subscription Agreement.
I
acknowledge that:
(c) the
contents of this Subscription Agreement have not been approved by an authorised person and
that such approval is, unless this exemption or any other exemption applies, required by
section 21 of FSMA;
(d) reliance
on this communication for the purposes of engaging in investment activity may expose me to
a significant risk of losing all the property invested or incurring additional liability.
4. Self-certified
Sophisticated Investor (Article 50A of the Order)
A
self-certified sophisticated investor is a person where at least one of the following applies:
(a) They
are a member of a network or syndicate of business angels and have been so for at least the
last six months prior to the date of signing the Subscription Agreement;
(b) They
have made more than one investment in an unlisted company in the two years prior to the date
of signing the Subscription Agreement;
(c) They
are working, or have worked in the two years prior to the date of signing the Subscription
Agreement, in a professional capacity in the private equity sector, or in the provision of
finance for small and medium enterprises;
(d) They
are currently, or have been in the two years prior to the date of signing the Subscription
Agreement, a director of a company with an annual turnover of at least £1 million.
In
certifying I am a Self-Certified Sophisticated Investor by ticking the relevant box on the Subscription Agreement, I understand I am
declaring that I am a self-certified sophisticated investor for the purposes of the Financial Services and Markets Act (Financial Promotion)
Order 2005, and I understand that this means:
(a) I
can receive financial promotions that may not have been approved by a person authorised by
the Financial Services Authority;
(b) the
content of such financial promotions may not conform to rules issued by the Financial Services
Authority;
(c) I
may lose significant rights;
(d) I
may have no right to complain to either of the following:
(i) the
Financial Services Authority; or
(ii) the
Financial Ombudsman Scheme; and
(e) I
may have no right to seek compensation from the Financial Services Compensation Scheme;
I
accept that I can lose my property and other assets from making investment decisions based on financial promotions.
I
am aware that it is open to me to seek advice from someone who specialises in advising on investments.
5. Professional
Investor (Article 19 of the Order)
A
Professional Investor is a person where at least one of the following applies:
(a) They
are an FCA (Financial Conduct Authority) authorised person;
(b) They
are an exempt person where the communication relates to a controlled activity which is a
regulated activity in relation to which the person is exempt;
(c) any
other person—
(i) whose
ordinary activities involve him in carrying on the controlled activity to which the communication
relates for the purpose of a business carried on by him; or
(ii) who
it is reasonable to expect will carry on such activity for the purposes of a business carried
on by him;
(d) a
government, local authority (whether in the United Kingdom or elsewhere) or an international
organisation;
(e) a
person (“A”) who is a director, officer or employee of a person (“B”)
falling within any of sub-paragraphs (a) to (d) where the communication is made to A in that
capacity and where A’s responsibilities when acting in that capacity involve him in
the carrying on by B of controlled activities.
ANNEX
D – CERTIFIED SOPHISTICATED INVESTOR FORM
STATEMENTS
FOR CERTIFIED SOPHISTICATED INVESTOR
PLEASE
NOTE THAT PART 1 AND PART 2 OF THIS FORM MUST BE SIGNED TO BE VALID FOR A “CERTIFIED SOPHISTICATED INVESTOR”
Part
1 – Statement to be signed by the investor:
I
declare that I am a certified sophisticated investor for the purposes of the Order.
(a) To this end,
I have attached with this statement a certificate in writing or other legible form signed by an authorised
person within the meaning of the Act to the effect that I am sufficiently knowledgeable to understand
the risks associated with investments of the following kind: Ordinary Shares or stock in the share capital
of any body corporate wherever incorporated or any other investment as described in the above Order;
(b) By signing
below, I fully understand and agree to the following statement: “I make this statement so that
I am able to receive promotions which are exempt from the restrictions on financial promotion in the
Financial Services and Markets Act 2000. The exemption relates to certified sophisticated investors
and I declare that I qualify as such in relation to investments of the following kind: Ordinary Shares
or stock in the share capital of any body corporate wherever incorporated. I accept that the contents
of promotions and other material that I receive may not have been approved by an authorised person and
that their content may not therefore be subject to controls which would apply if the promotion were
made or approved by an authorised person. I am aware that it is open to me to seek advice from someone
who specialises in advising on this kind of investment”.
Signature:
FULL NAME:
ADDRESS
Date:
Part
2 – Certificate to be signed by an Authorised Person advising the investor:
Name
of Investor being advised:
I
the undersigned am an “authorised person” in terms of the Financial Services and Markets Act 2000 and hereby certify that
the person who has signed the above statement (in Part 1 above) is a “sophisticated investor” in terms of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005.
Should
you have any queries please do not hesitate to contact me.
Signature:
Date:
FULL NAME:
NAME of Organisation:
ADDRESS:
Contact
e-mail:
Tel:
EX-10.4 — FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG NEWHOLD INVESTMENT CORP III, NEWHOLD INDUSTRIAL TECHNOLOGY III LLC, NEWCLEO LTD. AND EACH OF THE UNDERSIGNED HOLDERS LISTED ON THE SIGNATURE PAGES THERETO
EX-10.4
Filename: ea029209701ex10-4.htm · Sequence: 6
Exhibit 10.4
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
by and among
NEWCLEO
PLC
newHold
Investment Corp III,
NewHold
Industrial Technology III LLC,
and
THE HOLDERS THAT ARE SIGNATORIES HERETO
Dated as of ,
2026
Table
of Contents
Page
Section 1.
Certain Definitions
2
Section 2.
Registration Rights.
7
2.1.
Demand Registrations.
7
2.2.
Piggyback Registrations.
11
2.3.
Allocation of Securities Included in Registration Statement.
12
2.4.
Registration Procedures
15
2.5.
Registration Expenses.
22
2.6.
Certain Limitations on Registration Rights
22
2.7.
Limitations on Sale or Distribution of Other Securities
22
2.8.
No Required Sale
23
2.9.
Indemnification.
23
2.10.
No Inconsistent Agreements
26
Section 3.
Underwritten Offerings.
26
3.1.
Requested Underwritten Offerings
26
3.2.
Piggyback Underwritten Offerings
27
Section 4.
General.
27
4.1.
Adjustments Affecting Registrable Securities
27
4.2.
Rule 144
27
4.3.
Nominees for Beneficial Owners
28
4.4.
Amendments and Waivers
28
4.5.
Notices
28
4.6.
Successors and Assigns
29
4.7.
Termination.
29
4.8.
Entire Agreement
30
4.9.
Governing Law; Jurisdiction; Waiver of Jury Trial.
30
4.10.
Interpretation; Construction.
30
4.11.
Counterparts
31
4.12.
Severability
31
4.13.
Specific Enforcement
4.14.
Further Assurances
31
4.15.
Confidentiality
31
4.16.
Opt-Out Requests
32
4.17.
Original Registration Rights Agreement
32
Exhibit A
Joinder Agreement
-i-
AMENDED AND RESTATED REGISTRATION
RIGHTS AGREEMENT, dated as of [ ], 2026 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”),
is made and entered into by and among (i) newcleo plc, a public limited company incorporated under the laws of England and Wales
(f/k/a newcleo Ltd., a private limited company incorporated under the laws of England and Wales) (the “Company”), (ii) NewHold
Investment Corp III, a Cayman Islands exempted company (the “SPAC”), (iii) NewHold Industrial Technology III LLC, a
Delaware limited liability company (the “Sponsor”), (iv) each of the undersigned holders listed on the signature pages
hereto under the heading “Other Holders” (such persons, the “Other Holders” and together with the Sponsor
and their respective Permitted Transferees holding Registrable Securities, and any person or entity who hereafter becomes a party to this
Agreement pursuant to Section 4.6 of this Agreement, each a “Holder” and collectively the “Holders”).
Capitalized terms used and not otherwise defined herein shall have the same meanings set forth in the BCA (as defined below).
RECITALS:
WHEREAS, on February
27, 2025 the SPAC, the Sponsor, BTIG, LLC and certain holders party thereto entered into that certain Registration Rights Agreement (the
“Original Registration Rights Agreement”);
WHEREAS, on [●],
2026, the Company, the SPAC, newcleo1 Ltd., a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of
the Company (“Merger Sub 1”), newcleo2 Ltd., a Cayman Islands exempted company limited by shares and a direct wholly
owned subsidiary of the Company (“Merger Sub 2”), entered into a Business Combination Agreement (as amended from time
to time on or prior to the date hereof, the “BCA”),
WHEREAS, pursuant to
the BCA and subject to the terms and conditions thereof, among other things, upon consummation of the transactions contemplated by the
BCA: (i) at the First Merger Effective Time (as defined in the BCA), Merger Sub 1 will merge with and into SPAC, and the separate corporate
existence of Merger Sub 1 will cease and SPAC will be the surviving corporation and a wholly owned subsidiary of the Company, (ii) at
the Second Merger Effective Time (as defined in the BCA), SPAC will merge with and into Merger Sub 2, and the separate corporate existence
of SPAC will cease and Merger Sub 2 will be the surviving company and a wholly owned subsidiary of the Company (clauses (i) and (ii),
the “Mergers”), and (iii) the Company will become a publicly traded company;
WHEREAS, pursuant to
Section 5.5 of the Original Registration Rights Agreement, the provisions, covenants, and conditions set forth therein may be amended
or modified upon the written consent of SPAC and the holders of at least a majority in interest of the Registrable Securities (as defined
in the Original Registration Rights Agreement) at the time in question, and the Sponsor is holder of at least a majority in interest of
the Registrable Securities as of the date hereof; and
WHEREAS, SPAC and the
Sponsor desire to amend and restate the Original Registration Rights Agreement in its entirety and enter into this Agreement, pursuant
to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company held by the
Holders as set forth in this Agreement and terminate the Original Registration Rights Agreement, and the Original Registration Rights
Agreement shall be terminated and superseded in its entirety by this Agreement, with no residual rights surviving thereunder except as
expressly set forth in Section 4.17.
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NOW, THEREFORE, in
consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
Section 1. Certain Definitions. As
used herein, the following terms shall have the following meanings:
“Additional Piggyback
Rights” has the meaning ascribed to such term in Section 2.3(a).
“Affiliate”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control
with, such Person. For the purposes of this definition “control” (including, with correlative meanings, the terms “controlling”,
“controlled by” and “under common control with”), with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of such specified Person, whether through the
ownership of voting securities, by contract or otherwise. For the avoidance of doubt, neither the Company nor any Person controlled by
the Company shall be deemed to be an Affiliate of any Holder.
“Agreement”
has the meaning ascribed to such term in the Preamble.
“Automatic Shelf
Registration Statement” has the meaning ascribed to such term in Section 2.4.
“BCA” has
the meaning ascribed to such term in the Recitals.
“Board”
means the Board of Directors of the Company.
“Business Day”
means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law
to close.
“Claims”
has the meaning ascribed to such term in Section 2.9(a).
“Company”
has the meaning ascribed to such term in the Preamble.
“Company Shareholder
Support Agreement” shall mean that certain support agreement, dated as of [●], 2026, by and among the SPAC, certain shareholders
of the Company party thereto and the Company.
“Confidential Information”
has the meaning ascribed to such term in Section 4.14.
“Demand Exercise
Notice” has the meaning ascribed to such term in Section 2.1(b)(i).
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“Demand Registration”
has the meaning ascribed to such term in Section 2.1(b)(i).
“Demand Registration
Period” has the meaning ascribed to such term in Section 2.1(b)(i).
“Demand Registration
Request” has the meaning ascribed to such term in Section 2.1(b)(i).
“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC issued under such Act, as they may from
time to time be in effect.
“Expenses”
means any and all fees and expenses incident to the Company’s performance of or compliance with Section 2, regardless
of whether or not such registration is effected, or withdrawn, including: (i) SEC, stock exchange, FINRA and all other registration
and filing fees and all listing fees and fees with respect to the inclusion of securities on the Nasdaq or on any other U.S. or non-U.S.
securities market on which the Registrable Securities are listed or quoted, (ii) fees and expenses of compliance with state securities
or “blue sky” laws of any state or jurisdiction of the United States or compliance with the securities laws of foreign jurisdictions
and in connection with the preparation of a “blue sky” survey, including reasonable fees and expenses of outside “blue
sky” counsel and securities counsel in foreign jurisdictions, (iii) word processing, printing and copying expenses, (iv) messenger
and delivery expenses, (v) expenses incurred in connection with any road show, (vi) fees and disbursements of counsel for the
Company, (vii) with respect to each registration or underwritten offering, the reasonable fees and disbursements of one counsel for
all Participating Holders collectively (selected by the holders of a majority of the Registrable Securities held by such other Participating
Holder(s)), together in each case with any local counsel, provided that expenses payable by the Company pursuant to this clause
(vii) shall not exceed (1) $150,000 for the first registration pursuant to this Agreement and (2) $100,000 for each subsequent registration,
(viii) fees and disbursements of all independent public accountants (including the expenses of any opinion and/or audit/review and/or
“comfort” letter and updates thereof) and fees and expenses of other Persons, including special experts, retained by the Company,
(ix) fees and expenses payable to a Qualified Independent Underwriter (but expressly excluding any underwriting discounts and commissions),
(x) fees and expenses of any transfer agent or custodian, (xi) any other fees and disbursements of underwriters, if any, customarily
paid by issuers or sellers of securities, including reasonable fees and expenses of counsel for the underwriters in connection with any
filing with or review by FINRA (but expressly excluding any underwriting discounts and commissions) and (xii) rating agency fees and expenses.
Notwithstanding the foregoing, “Expenses” shall not include (A) any internal costs or overhead of any Holder, (B) fees or
expenses of any tax advisor retained by or for the benefit of any Holder, (C) fees or expenses relating to any transfer, pledge or hypothecation
of Registrable Securities other than in connection with a registered offering hereunder, (D) any incremental costs directly caused by
a Holder’s failure to timely furnish accurate and complete information required by the Company or its counsel in connection with any registration
or offering, or (E) any costs attributable to an offering that is withdrawn, delayed or abandoned at the election of the Initiating Holders
for reasons other than a Company breach of this Agreement or the exercise by the Company of a valid blackout or postponement right under
Section 2.1(c), in which case the Initiating Holders shall bear their own incremental costs and any documented underwriter breakage or
aborted-deal costs attributable to such withdrawal.
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“FINRA”
means the Financial Industry Regulatory Authority, Inc.
“Holders”
has the meaning ascribed to such term in the Preamble.
“Initiating Holders”
means the Holders initiating a demand request.
“Joinder Agreement”
means a writing in the form set forth in Exhibit A hereto whereby a new Holder of Registrable Securities becomes a party to, and
agrees to be bound, to the same extent as its transferor, as applicable, by the terms of this Agreement.
“Majority Participating
Holders” means Participating Holders holding more than 50% of the Registrable Securities proposed to be included in any offering
of Registrable Securities by such Participating Holders pursuant to Section 2.1 or Section 2.2.
“Manager”
means the lead managing underwriter of an underwritten offering.
“Merger Sub 1”
has the meaning ascribed to such term in the Recitals.
“Merger Sub 2”
has the meaning ascribed to such term in the Recitals.
“Mergers”
has the meaning ascribed to such term in the Recitals.
“Minimum Threshold”
means $100.0 million, measured based on the aggregate market value of Registrable Securities requested to be sold by the Initiating Holders
(and not based on the aggregate of all securities proposed to be included by all Participating Holders).
“Opt-Out Request”
has the meaning ascribed to such term in Section 4.16.
“Ordinary Share Equivalents”
means all options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence
of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject), Ordinary Shares
(including any note or debt security convertible into or exchangeable for Ordinary Shares).
“Ordinary Shares”
means all ordinary shares of the Company, par value €0.01 per share, whether now existing or hereafter authorized, and any class
of ordinary shares of the Company and any and all securities of any kind whatsoever which may be issued after the date hereof in respect
of, or in exchange for, such ordinary shares of the Company pursuant to a merger, consolidation, stock split, stock dividend or recapitalization
of the Company or otherwise.
“Participating Holders”
means all Holders of Registrable Securities which are proposed to be included in any offering of Registrable Securities pursuant to Section 2.1
or Section 2.2.
“Permitted Transferees”
shall mean (a) prior to the expiration of any applicable lock-up period, any person or entity to whom a Holder is permitted to transfer
their Registrable Securities prior to the expiration of the applicable lock-up period pursuant to, as applicable, the Sponsor Support
Agreement and/or the Company Shareholder Support Agreement or any other applicable agreement between such Holder, on the one hand, and
the Company or SPAC, on the other hand, and (b) after the expiration of any applicable lock-up period, any person or entity to whom such
Holder is permitted to transfer such Registrable Securities.
-4-
“Person”
means any individual, firm, corporation, company, limited liability company, partnership, trust, joint stock company, business trust,
incorporated or unincorporated association, joint venture, governmental authority or other legal entity of any nature whatsoever.
“Piggyback Notice”
has the meaning ascribed to such term in Section 2.2(a).
“Piggyback Shares”
has the meaning ascribed to such term in Section 2.3(a)(ii).
“Postponement Period”
has the meaning ascribed to such term in Section 2.1(c).
“the Company”
has the meaning ascribed to such term in the Preamble.
“Qualified Independent
Underwriter” means a “qualified independent underwriter” within the meaning of FINRA Rule 5121.
“Registrable Securities”
means (a) any Ordinary Shares held by the Holders immediately following the closing of the Mergers (including those held as a result
of, or issuable upon, the conversion or exercise of Ordinary Share Equivalents) or any other equity security (including warrants to purchase
Ordinary Shares), whether now owned or acquired by the Holders at a later time (including, for the avoidance of doubt, any Company Earnout
Shares (as defined the Business Combination Agreement)), (b) any Ordinary Shares or any other equity security (including warrants
to purchase Ordinary Shares) issued or issuable, directly or indirectly, in exchange for or with respect to the Ordinary Shares or any
other equity security (including warrants to purchase Ordinary Shares) referenced in clause (a) above by way of stock dividend, stock
split or combination of shares or in connection with a reclassification, recapitalization, merger, share exchange, consolidation or other
reorganization and (c) any securities issued in replacement of or exchange for any securities described in clause (a) or (b)
above. For purposes of this Agreement, a Person will be deemed to be a holder of Registrable Securities when such Person has the right
to acquire, directly or indirectly, such Registrable Securities (including upon conversion, exercise or exchange of any equity interests
but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been
effected, and such Person shall not be required to convert, exercise or exchange such equity interests (or otherwise acquire such Registrable
Securities) to participate in any registered offering hereunder until the closing of such offering. As to any particular Registrable
Securities, such securities shall cease to be Registrable Securities when (A) a registration statement with respect to the sale
of such securities shall have been declared effective under the Securities Act and such securities shall have been disposed of in accordance
with such registration statement, (B) such securities shall have been disposed of in compliance with the requirements of Rule 144
(without limitation as to volume or manner of sale), (C) such securities are eligible for resale pursuant to Rule 144 without volume
or manner-of-sale limitations (regardless of whether such Holder has actually disposed of such securities), (D) such securities have
been sold in a public offering of securities, or (E) such securities have ceased to be outstanding.
-5-
“Rule 144”
has the meaning ascribed to such term in Section 4.2.
“SEC” means
the U.S. Securities and Exchange Commission or such other federal agency which at such time administers the Securities Act.
“Section 2.3(a)
Sale Number” has the meaning ascribed to such term in Section 2.3(a).
“Section 2.3(b)
Sale Number” has the meaning ascribed to such term in Section 2.3(b).
“Section 2.3(c)
Sale Number” has the meaning ascribed to such term in Section 2.3(c).
“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the SEC issued under such Act, as they may from time to
time be in effect.
“Shelf Registrable
Securities” has the meaning ascribed to such term in Section 2.1(a)(ii).
“Shelf Registration
Statement” has the meaning ascribed to such term in Section 2.1(a)(i).
“Shelf Underwriting”
has the meaning ascribed to such term in Section 2.1(a)(ii).
“Shelf Underwriting
Initiating Holders” has the meaning ascribed to such term in Section 2.1(a)(ii).
“Shelf Underwriting
Notice” has the meaning ascribed to such term in Section 2.1(a)(ii).
“Shelf Underwriting
Request” has the meaning ascribed to such term in Section 2.1(a)(ii).
“Sponsor”
has the meaning ascribed to such term in the Preamble.
“Sponsor Holders”
shall mean the Sponsor and its Permitted Transferees who hold Registrable Securities.
“Sponsor Support
Agreement” shall mean that certain sponsor support agreement, dated as of [●], 2026, by and among the Sponsor, SPAC, the
directors and executive officers of SPAC party thereto and the Company.
“Subsidiary”
means any direct or indirect subsidiary of the Company on the date hereof and any direct or indirect subsidiary of the Company organized
or acquired after the date hereof.
“Underwritten Block
Trade” has the meaning ascribed to such term in Section 2.1(a)(ii).
“Valid Business Reason”
has the meaning ascribed to such term in Section 2.1(c).
“WKSI”
means a “well-known seasoned issuer” (as defined in Rule 405 of the Securities Act).
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Section 2. Registration Rights.
2.1. Demand
Registrations.
(a) (i)
As soon as practicable but no later than thirty (30) calendar days following the closing of the Mergers (the “Filing Date”),
the Company shall prepare and file with the SEC a shelf registration statement under Rule 415 of the Securities Act (such registration
statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities held by the Holders
(in each case, determined as of two Business Days prior to such filing) on a delayed or continuous basis and shall use its commercially
reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no
later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the SEC notifies the Company that it will
“review” the Shelf Registration Statement (the “Shelf Effectiveness Deadline”) and (y) the tenth (10th)
Business Day after the date the Company is notified in writing by the SEC that such Shelf Registration Statement will not be “reviewed”
or will not be subject to further review; provided that (i) if the Shelf Effectiveness Deadline falls on a Saturday, Sunday or
other day that the SEC is closed for business, the Shelf Effectiveness Deadline shall be extended to the next Business Day on which the
SEC is open for business and (ii) if the SEC is closed for operations due to a government shutdown, the Shelf Effectiveness Deadline shall
be extended by the same number of calendar days as the number of calendar days during which the SEC remains closed. Such Shelf Registration
Statement shall provide for the resale of the Registrable Securities and Ordinary Shares and Ordinary Share Equivalents of the Company
included therein pursuant to customary methods reasonably requested by the Holders and reasonably acceptable to the Company. The Company
shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the SEC such amendments,
including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement continuously effective,
available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the
provisions of the Securities Act until such time as there are no longer any Registrable Securities held by the Holders. The Company may,
in its sole discretion, elect to include on the Shelf Registration Statement additional selling holders who are not parties to this Agreement;
provided that such inclusion shall be at the Company’s election and shall not create any obligation on the Company’s part
to include, maintain or protect the registration of any such additional selling holders’ securities, and such holders shall have no rights
under this Agreement. In the event the Company files a Shelf Registration Statement on Form F-1, the Company shall use its commercially
reasonable efforts to convert such Shelf Registration Statement to a Shelf Registration Statement on Form F-3 as soon as practicable after
the Company is eligible to use Form F-3.
(ii) Subject
to Section 2.1(c) and the provisions below with respect to the Minimum Threshold, following the expiration of any applicable lock-up
period (or other contractual limitation on the ability to sell shares), each Holder (or Holders) shall have the right at any time and
from time to time to elect to sell all or any part of its Registrable Securities pursuant to an underwritten offering pursuant to the
Shelf Registration Statement by delivering a written request therefor to the Company specifying the number of Registrable Securities to
be included in such registration and the intended method of distribution thereof. The Holder or Holders shall make such election by delivering
to the Company a written request (a “Shelf Underwriting Request”) for such underwritten offering specifying the number
of Registrable Securities that the Holder or Holders desire to sell pursuant to such underwritten offering (the “Shelf Underwriting”).
With respect to any Shelf Underwriting Request, the Holder or Holders making such demand shall be referred to as the “Shelf Underwriting
Initiating Holders”. As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting
Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request
to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable
Securities”). the Company, subject to Sections 2.3 and 2.6, shall include in such Shelf Underwriting (x) the
Registrable Securities of the Shelf Underwriting Initiating Holders and (y) the Shelf Registrable Securities of any other Holder
of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which
request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) days
after the receipt of the Shelf Underwriting Notice. The Company shall, as soon as reasonably practicable, but subject to Section 2.1(b)
and subject to market conditions, blackout rights under Section 2.1(c), diligence readiness, and the availability of current financial
statements and disclosure required for the offering, use its reasonable best efforts to effect such Shelf Underwriting. The Company shall,
at the request of any Shelf Underwriting Initiating Holder or any other Holder of Registrable Securities registered on such Shelf Registration
Statement, file any prospectus supplement or, if the applicable Shelf Registration Statement is an Automatic Shelf Registration Statement,
any post-effective amendments and otherwise take any action reasonably determined by the Company, after consultation with the Shelf Underwriting
Initiating Holders, to be necessary to include therein all disclosure and language deemed necessary or advisable by the Shelf Underwriting
Initiating Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Notwithstanding anything to
the contrary in this Section 2.1(a)(ii), each Shelf Underwriting initiated by Shelf Underwriting Initiating Holders that do
not include the Sponsor must include, in the aggregate, Registrable Securities requested to be sold by the Initiating Holders having an
aggregate market value of at least the Minimum Threshold (measured based on the Registrable Securities requested to be sold by the Initiating
Holders) and each Shelf Underwriting initiated by the Sponsor must include, in the aggregate, (i) Registrable Securities requested to
be sold by the Sponsor Holders having an aggregate market value of at least $50 million or (ii) the majority of Registrable Securities
held by the Sponsor Holders. In connection with any Shelf Underwriting (including an Underwritten Block Trade), the Company shall have
the right to designate the Manager and each other managing underwriter in connection with any such Shelf Underwriting or Underwritten
Block Trade, subject to Shelf Underwriting Initiating Holders’ reasonable approval. If the Shelf Underwriting involves Registrable
Securities having an aggregate market value in excess of $50 million, the Company will use its reasonable efforts to make available senior
executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter
in any Underwritten Offering. Notwithstanding the foregoing, if a Shelf Underwriting Initiating Holder wishes to engage in an underwritten
block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block
Trade”) off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, such Shelf Underwriting Initiating
Holder only needs to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence
and the Holders of record of other Registrable Securities shall not be entitled to notice of such Underwritten Block Trade and shall not
be entitled to participate in such Underwritten Block Trade. Notwithstanding the foregoing, the Company shall not be required to effect
more than four (4) Underwritten Block Trades in any twelve (12)-month period.
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(iii) In
addition to the blackout and postponement rights set forth in Section 2.1(c), the Company shall have the right to delay the launch, pricing
or closing of any Shelf Underwriting or Underwritten Block Trade if the Board determines in good faith that any of the following circumstances
exist: (A) the Company is in possession of material non-public information that cannot be disclosed without adversely affecting the Company
or its business; (B) a pending earnings release or other pending disclosure event requires that the offering be delayed; (C) the Company
is engaged in, or is imminently planning to engage in, a financing or refinancing transaction; (D) the Company is engaged in acquisition
or disposition activity; (E) there is material pending litigation, claims or regulatory developments affecting the Company; or (F) disclosure
in the registration statement or prospectus requires updating or correction. Such delay shall not exceed the applicable limits set forth
in Section 2.1(c).
(b) (i)
At any time that a Shelf Registration Statement as required by Section 2.1(a) is not available for use by the Holders (a “Demand
Registration Period”) other than pursuant to Section 2.1(c), subject to this Section 2.1(b) and Sections 2.1(c)
and 2.3, and the provisions below with respect to the Minimum Threshold, at any time and from time to time during such Demand Registration
Period, each Initiating Holder (or Initiating Holders) shall have the right to require the Company to effect one or more registration
statements under the Securities Act covering all or any part of its Registrable Securities by delivering a written request therefor to
the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution
thereof. Any such request by any Initiating Holder or Initiating Holders pursuant to this Section 2.1(b)(i) is referred
to herein as a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand
Registration”. Subject to Section 2.1(c), Demand Registrations are subject to the following limitations: (A) no
more than two (2) Demand Registrations on Form F-1 or any similar long-form registration statement in the aggregate; (B) no more than
one (1) Demand Registration in any six (6)-month period; (C) if an effective Shelf Registration Statement is available for use, or can
reasonably be made available promptly, the Company shall not be required to effect a separate Demand Registration and may instead direct
the Holders to utilize the available Shelf Registration Statement; and (D) the Company shall not be required to effect a Demand Registration
if the requested transaction size (based on the Registrable Securities requested to be sold by the Initiating Holders) is not reasonably
expected to support a market underwritten transaction. The Company shall give written notice (the “Demand Exercise Notice”)
of such Demand Registration Request to each of the Holders of record of Registrable Securities in accordance with Section 2.2,
and, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of
the Initiating Holders and (y) the Registrable Securities of any other Holder of Registrable Securities which shall have made a written
request to the Company for inclusion in such registration pursuant to Section 2.2. Notwithstanding anything to the contrary
in this Section 2.1(b)(i), each Demand Registration initiated by Initiating Holders that do not include the Sponsor must include,
in the aggregate, , Registrable Securities requested to be sold by the Initiating Holders having an aggregate market value of at least
the Minimum Threshold (measured based on the Registrable Securities requested to be sold by the Initiating Holders and not based on the
aggregate of all securities proposed to be included by all Participating Holders). In connection with any Demand Registration, the Company
shall have the right to designate the Manager and each other managing underwriter in connection with any underwritten offering pursuant
to such registration, subject to the Initiating Holders’ reasonable approval; provided that in each case, each such
underwriter is reasonably satisfactory to the Company, which approval shall not be unreasonably withheld or delayed.
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(ii) The
Company shall, as soon as reasonably practicable, but subject to Section 2.1(c), use its reasonable best efforts to (x) file
or confidentially submit with the SEC (no later than (A) seventy-five (75) from the Company’s receipt of the applicable Demand
Registration Request if the Demand Registration is on Form F-1 or similar long-form registration statement and or (B) forty-five
(45) from the Company’s receipt of the applicable Demand Registration Request if the Demand Registration is on Form F-3 or any similar
short-form registration), in each case subject to the availability of current financial statements, completion of customary diligence,
and compliance with applicable SEC requirements, (y) cause to be declared effective as soon as reasonably practicable such registration
statement under the Securities Act that includes the Registrable Securities which the Company has been so requested to register for distribution
in accordance with the intended method of distribution, and (z) if requested by the Initiating Holders, use reasonable best efforts
to seek acceleration of the effective date of the registration statement relating to such registration where appropriate under the circumstances.
(c) Notwithstanding
anything to the contrary in Section 2.1(a) or Section 2.1(b), the Shelf Underwriting and Demand Registration Requests
granted in Section 2.1(a) and Section 2.1(b) are subject to the following limitations: (i) the Company shall not
be required to cause a registration statement filed pursuant to Section 2.1(b) to be declared effective within a period of
ninety (90) days after the effective date of any other registration statement of the Company filed pursuant to the Securities Act (other
than a Form F-4, Form S-8 or a comparable form or an equivalent registration form then in effect); (ii) the Company shall not
be required to effect more than two (2) Demand Registrations on Form F-1 or any similar long-form registration statement at the request
of the Holders in the aggregate; (iii) if the Board, in its good faith judgment, determines that any registration of Registrable
Securities or Shelf Underwriting should not be made or continued because it would materially and adversely interfere with any existing
or potential financing, refinancing, acquisition, corporate reorganization, merger, share exchange or other material transaction or event
involving the Company or any of its subsidiaries or would otherwise result in the public disclosure of information that the Board in good
faith has a bona fide business purpose for keeping confidential (a “Valid Business Reason”), then (x) the Company
may postpone filing or confidentially submitting a registration statement relating to a Demand Registration Request or a prospectus supplement
relating to a Shelf Underwriting Request until five (5) Business Days after such Valid Business Reason no longer exists, but in no event
for more than forty-five (45) days after the date the Board determines a Valid Business Reason exists or (y) if a registration statement
has been filed or confidentially submitted relating to a Demand Registration Request or a prospectus supplement has been filed relating
to a Shelf Underwriting Request, the Company may, to the extent determined in the good faith judgment of the Board to be reasonably necessary
to avoid interference with any of the transactions described above, delay the launch, pricing or closing of any offering, or suspend use
of or, if required by the SEC, cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending
or supplementing such registration statement until five (5) Business Days after such Valid Business Reason no longer exists, but in no
event for more than forty-five (45) days after the date the Board determines a Valid Business Reason exists (such period of postponement
or withdrawal under this clause (iii), the “Postponement Period”). The Company shall give written notice to the
Initiating Holders or Shelf Underwriting Initiating Holders and any other Holders that have requested registration pursuant to Section 2.2
of its determination to postpone or suspend use of or withdraw a registration statement and of the fact that the Valid Business Reason
for such postponement or suspension or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided,
however, that the Company shall not be entitled to more than three (3) Postponement Periods during any twelve (12) month period.
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Each Holder of
Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to suspend use of, withdraw,
terminate or postpone amending or supplementing any registration statement pursuant to clause (c)(iii) above, such Holder will discontinue
its disposition of Registrable Securities pursuant to such registration statement. If the Company shall have suspended use of, withdrawn
or terminated a registration statement filed under Section 2.1(b)(i) (whether pursuant to clause (c)(iii) above
or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the
Company shall not be considered to have effected a Demand Registration for the purposes of this Agreement and such request shall not count
as a Demand Registration Request under this Agreement until the Company shall have permitted use of such suspended registration statement
or filed a new registration statement covering the Registrable Securities covered by the withdrawn or terminated registration statement
and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice
of suspension, withdrawal or postponement of a registration statement, the Company shall, not later than five (5) Business Days after
the Valid Business Reason that caused such suspension, withdrawal or postponement no longer exists (but, with respect to a suspension,
withdrawal or postponement pursuant to clause (c)(iii) above, in no event later than sixty (60) days after the date of the suspension,
postponement or withdrawal), as applicable, permit use of such suspended registration statement or use its reasonable best efforts to
effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement
in accordance with this Section 2.1 (unless the Initiating Holders or Shelf Underwriting Initiating Holders shall have withdrawn
such request, in which case the Company shall not be considered to have effected a Demand Registration for the purposes of this Agreement
and such request shall not count as a Demand Registration Request under this Agreement), and following such permission or such effectiveness
such registration shall no longer be deemed to be suspended, withdrawn or postponed pursuant to clause (iv) of Section 2.1(c)
above.
(d) No
Demand Registration shall be deemed to have occurred for purposes of Section 2.1(b) (i) if the registration statement
relating thereto (x) does not become effective, (y) is not maintained effective for a period of at least one hundred eighty
(180) days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration
Statement have actually been sold (provided, however, that such period shall be extended for a period of time equal to the
period any Holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request
of the Company or an underwriter of the Company), or (z) is subject to a stop order, injunction, or similar order or requirement
of the SEC during such period, (ii) for each Initiating Holder, if less than seventy five percent (75%) of the Registrable Securities
requested by such Initiating Holder to be included in such Demand Registration are so included pursuant to Section 2.3, (iii) if
the method of disposition is a firm commitment underwritten public offering and less than seventy five percent (75%) of the applicable
Registrable Securities have been sold pursuant thereto (excluding any Registrable Securities included for sale in the underwriters’
overallotment option), unless such shortfall results from any of the circumstances described in clause (ii) above, or (iv) if the
conditions to closing specified in any underwriting agreement, purchase agreement or similar agreement entered into in connection with
the registration relating to such request are not satisfied (other than as a result of a default or breach thereunder by such Initiating
Holder(s) or its Affiliates or are otherwise waived by such Initiating Holder(s)).
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(e) Any
Initiating Holder may withdraw or revoke a Demand Registration Request delivered by such Initiating Holder at any time prior to the effectiveness
of such Demand Registration by giving written notice to the Company of such withdrawal or revocation and such Demand Registration shall
have no further force or effect and such request shall not count as a Demand Registration Request under this Agreement.
2.2. Piggyback
Registrations.
(a) If
the Company proposes or is required to register any of its equity securities for its own account or for the account of any other shareholder
under the Securities Act (other than pursuant to registrations on Form F-4 or Form S-8 or any similar successor forms thereto), the
Company shall give written notice (the “Piggyback Notice”) of its intention to do so to each of the Holders of record
of Registrable Securities, at least two (2) Business Days prior to the filing of any registration statement under the Securities Act.
Notwithstanding the foregoing, the Company may delay any Piggyback Notice until after filing a registration statement where the Company
determines in its reasonable discretion that confidentiality or execution sensitivity requires such delay, so long as all recipients of
such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had
not been so delayed. Upon the written request of any such Holder, made within two (2) Business Days following the receipt of any such
Piggyback Notice (or within one (1) Business Day following receipt of such Piggyback Notice in the case of an overnight offering, bought
deal or other similarly accelerated transaction) (which request shall specify the maximum number of Registrable Securities intended to
be disposed of by such Holder and the intended method of distribution thereof), and subject to the timely delivery by such Holder of all
information and documentation required by the Company in connection with such registration, the Company shall, subject to Sections 2.2(c),
2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities, the Holders of which have
so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes
to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of
the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement
to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback
registrations which the Company is obligated to effect pursuant to the preceding sentence. No registration of Registrable Securities effected
under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1
hereof. For the avoidance of doubt, this Section 2.2 shall not apply to any Underwritten Block Trade. Notwithstanding anything
to the contrary in this Section 2.2, the Company shall have no obligation to effect a Piggyback Registration with respect to any
Registrable Securities that, at the time of the applicable Piggyback Notice, are already covered by an effective registration statement
filed pursuant to Section 2.1 and available for immediate resale thereunder.
(b) Other
than in connection with a Demand Registration or a Shelf Underwriting, at any time after giving a Piggyback Notice and prior to the effective
date of the registration statement filed in connection with such registration, if the Company shall determine in its sole discretion for
any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of
such determination to all Holders of record of Registrable Securities and (x) in the case of a determination not to register, shall
be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration without any liability
to any Holder, without prejudice, however, to the rights of Holders under Section 2.1, and (y) in the case of a determination
to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the
same period as the delay in registering such other equity securities.
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(c) Any
Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant
to this Section 2.2 by giving written notice to the Company of its request to withdraw; provided, however, that
(i) such request must be made in writing prior to the earlier of the execution by such Holder of the underwriting agreement or the execution
by such Holder of the custody agreement with respect to such registration or as otherwise required by the underwriters and (ii) if such
withdrawal is made after launch work has materially commenced with respect to the applicable offering, the withdrawing Holder shall bear
its own holder-specific incremental costs associated with such withdrawal.
2.3. Allocation
of Securities Included in Registration Statement.
(a) If
any requested registration or offering made pursuant to Section 2.1 (including a Shelf Underwriting) involves an underwritten
offering and the Manager of such offering shall advise the Company in good faith that, in its view, the number of securities requested
to be included in such underwritten offering by the Holders of Registrable Securities, the Company or any other Persons exercising contractual
registration rights (“Additional Piggyback Rights”) exceeds the largest number of securities (the “Section 2.3(a)
Sale Number”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Initiating
Holders and the Majority Participating Holders, the Company shall include in such underwritten offering:
(i) first, all Registrable
Securities requested to be included in such underwritten offering by the Holders thereof (including pursuant to the exercise of piggyback
rights pursuant to Section 2.2); provided, however, that if the number of such Registrable Securities exceeds
the Section 2.3(a) Sale Number, the number of such Registrable Securities (not to exceed the Section 2.3(a) Sale Number) to
be included in such underwritten offering shall be allocated on a pro rata basis among all Holders (including each Initiating Holder)
requesting that Registrable Securities be included in such underwritten offering (including pursuant to the exercise of piggyback rights
pursuant to Section 2.2), based on the number of Registrable Securities then owned by each such Holder requesting inclusion
in relation to the aggregate number of Registrable Securities owned by all Holders requesting inclusion; and
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(ii) second,
to the extent that the number of Registrable Securities to be included pursuant to clause (i) of this Section 2.3(a)
is less than the Section 2.3(a) Sale Number, any securities that the Company proposes to register for its own account in connection
with a bona fide concurrent primary financing by the Company, up to the Section 2.3(a) Sale Number; and (iii) third, to the
extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(a) is less
than the Section 2.3(a) Sale Number, the remaining securities to be included in such underwritten offering shall be allocated on
a pro rata basis among all Persons other than Holders requesting that securities be included in such underwritten offering pursuant to
the exercise of Additional Piggyback Rights (“Piggyback Shares”), based on the aggregate number of Piggyback Shares
then owned by each Person requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all Persons requesting
inclusion, up to the Section 2.3(a) Sale Number. Notwithstanding the foregoing, the Company shall have the right to defer or delay
any Shelf Underwriting or Demand Registration under this Section 2.3(a) pursuant to its blackout and postponement rights under Section
2.1(c) rather than proceeding with a registration or offering in a financing-sensitive window, and nothing in this Section 2.3(a) shall
limit such rights.
(b) If
any registration or offering made pursuant to Section 2.2 involves an underwritten primary offering on behalf of the Company
and the Manager shall advise the Company that, in its view, the number of securities requested to be included in such underwritten offering
by the Holders of Registrable Securities, the Company or any other Persons exercising Additional Piggyback Rights exceeds the largest
number of securities (the “Section 2.3(b) Sale Number”) that can be sold in an orderly manner in such underwritten
offering within a price range acceptable to the Company, the Company shall include in such underwritten offering:
(i) first,
all equity securities that the Company proposes to register for its own account; and
(ii) second,
to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(b) is less than
the Section 2.3(b) Sale Number, the remaining Registrable Securities to be included in such underwritten offering shall be allocated
on a pro rata basis among all Holders requesting that Registrable Securities be included in such underwritten offering pursuant to the
exercise of piggyback rights pursuant to Section 2.2(a), based on the aggregate number of Registrable Securities then owned
by each such Holder requesting inclusion in relation to the aggregate number of Registrable Securities owned by all Holders requesting
inclusion, up to the Section 2.3(b) Sale Number; provided that the Company may, upon the advice of the managing underwriter
that inclusion of all or any portion of the Holders’ Registrable Securities would materially adversely affect the timing, pricing or success
of the Company’s offering, exclude all or any portion of such Registrable Securities from such offering; and (iii) third, to the
extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(b) is less
than the Section 2.3(b) Sale Number, the remaining securities to be included in such underwritten offering shall be allocated on
a pro rata basis among all Persons requesting that Piggyback Shares be included in such underwritten offering pursuant to the exercise
of Additional Piggyback Rights, based on the aggregate number of Piggyback Shares then owned by each Person requesting inclusion in relation
to the aggregate number of Piggyback Shares owned by all Persons requesting inclusion, up to the Section 2.3(b) Sale Number.
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(c) If
any registration pursuant to Section 2.2 involves an underwritten offering that was initially requested by any Person(s) (other
than a Holder) to whom the Company has granted registration rights which are not inconsistent with the rights granted in, and do not otherwise
conflict with the terms of, this Agreement and the Manager shall advise the Company that, in its view, the number of securities requested
to be included in such underwritten offering exceeds the largest number of securities (the “Section 2.3(c) Sale Number”)
that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Company, the Company shall
include in such underwritten offering:
(i) first,
if the Company is also selling securities in such offering, all securities that the Company proposes to register for its own account,
up to the Section 2.3(c) Sale Number; and thereafter, the shares requested to be included in such underwritten offering shall be allocated
on a pro rata basis among such Person(s) requesting the registration and all Holders requesting that Registrable Securities be included
in such underwritten offering pursuant to the exercise of piggyback rights pursuant to Section 2.2(a), based on the aggregate
number of securities or Registrable Securities, as applicable, then owned by each of the foregoing requesting inclusion in relation to
the aggregate number of securities or Registrable Securities, as applicable, owned by all such Persons and Holders requesting inclusion,
up to the Section 2.3(c) Sale Number; and
(ii) second,
to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(c) is less than
the Section 2.3(c) Sale Number, the remaining securities to be included in such underwritten offering shall be allocated on a pro
rata basis among all Persons requesting that Piggyback Shares be included in such underwritten offering pursuant to the exercise of Additional
Piggyback Rights, based on the aggregate number of Piggyback Shares then owned by each Person requesting inclusion in relation to the
aggregate number of Piggyback Shares owned by all Persons requesting inclusion, up to the Section 2.3(c) Sale Number; and (iii) third,
to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(c)
is less than the Section 2.3(c) Sale Number, and if not already included pursuant to clause (i) above, any equity securities that
the Company proposes to register for its own account, up to the Section 2.3(c) Sale Number. The Company acknowledges that it may
grant registration rights in future financing or strategic transactions, and nothing in this Section 2.3(c) shall be construed
to limit the Company’s ability to do so, provided that such rights are not materially inconsistent with the rights of Holders under
this Agreement in accordance with Section 2.10.
(d) If,
as a result of the proration provisions set forth in clauses (a), (b) or (c) of this Section 2.3, any
Holder shall not be entitled to include all Registrable Securities in an underwritten offering that such Holder has requested be included,
such Holder may elect to withdraw such Holder’s request to include Registrable Securities in the registration to which such underwritten
offering relates or may reduce the number requested to be included; provided, however, that (x) such request must be
made in writing prior to the earlier of such Holder’s execution of the underwriting agreement or such Holder’s execution of
the custody agreement with respect to such registration and (y) such withdrawal or reduction shall be irrevocable and, after making
such withdrawal or reduction, such Holder shall no longer have any right to include Registrable Securities in the registration as to which
such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn or reduced. Following any such withdrawal
or reduction by a Holder, the Company and the managing underwriter shall have the right to reallocate any resulting available capacity
among the remaining Participating Holders and/or the Company in their reasonable discretion, and such reallocation shall not create any
delay rights or recirculation obligations for any party except as required by applicable law.
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2.4. Registration Procedures.
If and whenever the Company is required by the provisions of this Agreement to effect or cause the registration of and/or participate
in any offering or sale of any Registrable Securities under the Securities Act as provided in this Agreement (or use reasonable best
efforts to accomplish the same), the Company shall, as soon as reasonably practicable, subject to this Agreement, market conditions,
blackout rights under Section 2.1(c), underwriter requirements and applicable law:
(a) prepare
and file all filings with the SEC and FINRA as soon as practicable required for the consummation of the offering, including preparing
and filing with the SEC a registration statement on an appropriate registration form of the SEC for the disposition of such Registrable
Securities in accordance with the intended method of disposition thereof, which registration form (i) shall be selected by the Company
(except as provided for in a Demand Registration Request) and (ii) shall, in the case of a shelf registration, be available for the
sale of the Registrable Securities by the selling Holders thereof and such registration statement shall comply as to form in all material
respects with the requirements of the applicable registration form and include all financial statements required by the SEC to be filed
therewith, and the Company shall use its reasonable best efforts to cause such registration statement to become effective and remain continuously
effective for such period as required by this Agreement (provided, however, that as far in advance as reasonably practicable
before filing a registration statement or prospectus or any amendments or supplements thereto, or comparable statements under securities
or state “blue sky” laws of any jurisdiction, or any free writing prospectus related thereto, the Company will furnish to
the Holders participating in the planned offering and to the Manager, if any, copies of all such documents proposed to be filed (including
all exhibits thereto), which documents will be subject to their reasonable review and reasonable comment, and the Company shall consider
such timely comments in good faith; provided that the Company retains sole control over the content and timing of all SEC filings,
and Holder comment rights shall be limited to (x) information concerning such Holders, (y) the plan of distribution, and (z) offering
mechanics directly relating to such Holders; provided, further, that no Holder or underwriter shall have any right to object
to or delay any filing on the basis of any matter other than the foregoing); provided, further, that, notwithstanding the
foregoing, in no event shall the Company be required to file any document with the SEC which in the view of the Company or its counsel
contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make any
statement therein not misleading;
(b) (i) prepare
and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith and
such free writing prospectuses and Exchange Act reports as may be necessary to keep such registration statement continuously effective
for the period expressly required under this Agreement, subject to the suspension and blackout rights set forth herein, and to comply
with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such
registration statement, and any prospectus so supplemented to be filed pursuant to Rule 424 under the Securities Act, in accordance
with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement and (ii) provide
notice to such sellers of Registrable Securities and the Manager, if any, of the Company’s reasonable determination that a post-effective
amendment to a registration statement would be appropriate;
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(c) furnish,
without charge, to each Participating Holder and each underwriter, if any, of the securities covered by such registration statement such
number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits), the prospectus
included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed
under Rule 424 under the Securities Act, each free writing prospectus utilized in connection therewith, in each case, in conformity
with the requirements of the Securities Act, and other documents, as such seller and underwriter may reasonably request in order to facilitate
the public sale or other disposition of the Registrable Securities owned by such seller (the Company hereby consenting to the use in accordance
with all applicable laws of each such registration statement (or amendment or post-effective amendment thereto) and each such prospectus
(or preliminary prospectus or supplement thereto) or free writing prospectus by each such Participating Holder and the underwriters, if
any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus); provided
that electronic delivery shall be deemed sufficient for purposes of this Section 2.4(c);
(d) use
its reasonable best efforts to register or qualify the Registrable Securities covered by such registration statement under such other
securities or state “blue sky” laws of such jurisdictions as any sellers of Registrable Securities or any managing underwriter,
if any, shall reasonably request in writing, and do any and all other acts and things which may be reasonably necessary or advisable to
enable such sellers or underwriter, if any, to consummate the disposition of the Registrable Securities in such jurisdictions (including
keeping such registration or qualification in effect for so long as such registration statement remains in effect), except that in no
event shall the Company be required to qualify to do business as a foreign corporation in any jurisdiction where it would not, but for
the requirements of this paragraph (d), be required to be so qualified, to subject itself to taxation in any such jurisdiction, consent
to general service of process in any such jurisdiction, incur any material tax burden in any such jurisdiction, or incur any material
regulatory burden in any foreign jurisdiction;
(e) promptly
notify each Participating Holder and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment,
the prospectus or any prospectus supplement related thereto, any post-effective amendment to the registration statement or any free writing
prospectus has been filed with the SEC and, with respect to the registration statement or any post-effective amendment, when the same
has become effective; (ii) of any request by the SEC or state securities authority for amendments or supplements to the registration
statement or the prospectus related thereto or for additional information; (iii) of the issuance by the SEC of any stop order suspending
the effectiveness of the registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the
Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities
or state “blue sky” laws of any jurisdiction or the initiation of any proceeding for such purpose; (v) of the existence
of any fact of which the Company becomes aware which results in the registration statement or any amendment thereto, the prospectus related
thereto or any supplement thereto, any document incorporated therein by reference, any free writing prospectus or the information conveyed
at the time of sale to any purchaser containing an untrue statement of a material fact or omitting to state a material fact required to
be stated therein or necessary to make any statement therein not misleading; and (vi) if at any time the representations and warranties
contemplated by any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease
to be true and correct in all material respects (unless otherwise qualified by materiality in which case such representations and warranties
shall cease to be true and correct in all respects); and, if the notification relates to an event described in clause (v), the Company
shall determine whether a Postponement Period applies, and unless the Company has declared that a Postponement Period exists, the Company
shall promptly prepare and furnish to each such seller and each underwriter, if any, a reasonable number of copies of a prospectus supplemented
or amended so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein
in the light of the circumstances under which they were made not misleading;
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(f) comply
(and continue to comply) with all applicable rules and regulations of the SEC (to the extent required by applicable law) (including maintaining
disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rule 13a-15(f)) in accordance with the Exchange Act), it being understood that this Section 2.4(f)
does not create contractual standards above those required by applicable securities laws, and make generally available to its security
holders (including by way of filings with the SEC), as soon as reasonably practicable after the effective date of the registration statement
(and in any event within forty-five (45) days, or ninety (90) days if it is a fiscal year, after the end of such twelve month period described
hereafter), an earnings statement (which need not be audited) covering the period of at least twelve (12) consecutive months beginning
with the first day of the Company’s first calendar quarter after the effective date of the registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(g) (i) (A) use
its reasonable best efforts to cause all such Registrable Securities covered by such registration statement to be listed on the principal
securities exchange on which similar securities issued by the Company are then listed, to the extent permitted by the rules of such exchange
and subject to the Company’s eligibility therefor, if the listing of such Registrable Securities is then permitted under the rules of
such exchange, or (B) if no similar securities are then so listed, use its reasonable best efforts to either cause all such Registrable
Securities to be listed on a national securities exchange or to secure designation of all such Registrable Securities as a New York Stock
Exchange “national market system security” within the meaning of Rule 11Aa2-1 of the Exchange Act or, failing that, secure
New York Stock Exchange authorization for such shares and, without limiting the generality of the foregoing, take all actions that may
be required by the Company as the issuer of such Registrable Securities in order to facilitate the managing underwriter’s arranging
for the registration of at least two market makers as such with respect to such shares with FINRA, and (ii) comply (and continue
to comply) with the requirements of any self-regulatory organization applicable to the Company, including all corporate governance requirements;
(h) cause
its senior management, officers and employees to participate in, and to otherwise facilitate and cooperate with the preparation of the
registration statement and prospectus and any amendments or supplements thereto (including participating in meetings, drafting sessions,
due diligence sessions and rating agency presentations) to a commercially reasonable extent, taking into account the Company’s reasonable
business needs and the reasonable availability of management personnel;
(i) provide
and cause to be maintained a transfer agent and registrar for all such Registrable Securities covered by such registration statement not
later than the effective date of such registration statement and, in the case of any secondary equity offering, provide and enter into
any reasonable agreements with a custodian for the Registrable Securities;
(j) enter
into such customary agreements (including, if applicable, an underwriting agreement customary for the applicable transaction type) and
take such other actions as the Initiating Holder or the Majority Participating Holders or the underwriters shall reasonably request in
order to expedite or facilitate the disposition of such Registrable Securities (it being understood that the Holders of the Registrable
Securities which are to be distributed by any underwriters shall be parties to any such underwriting agreement and may, at their option,
require that the Company make for the benefit of such Holders the representations, warranties and covenants of the Company which are being
made to and for the benefit of such underwriters); provided that no Holder shall have the right to require the Company to make
representations, warranties, covenants, bring-downs, comfort letters or other protections that are not customary for the applicable transaction
type;
(k) use
its reasonable best efforts (i) to obtain opinions from the Company’s counsel, including local and/or regulatory counsel, and
a “comfort” letter and updates thereof from the independent public accountants who have certified the financial statements
of the Company (and/or any other financial statements) included or incorporated by reference in such registration statement, in each case,
to the extent customary for the applicable offering type and subject to the availability of such opinions and letters from the relevant
professionals on customary terms, in customary form and covering such matters as are customarily covered by such opinions and “comfort”
letters (including, in the case of such “comfort” letter, events subsequent to the date of such financial statements) delivered
to underwriters in underwritten public offerings, which opinions and letters shall be dated the dates such opinions and “comfort”
letters are customarily dated and otherwise reasonably satisfactory to the underwriters, if any, and (ii) furnish to each Participating
Holder and to each underwriter, if any, a copy of such opinions and letters addressed to such underwriter to the extent customary and
permitted by the relevant professionals;
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(l) deliver
promptly to counsel for the Majority Participating Holders and to each managing underwriter, if any, copies of all correspondence between
the SEC and the Company, its counsel or auditors and all memoranda relating to discussions with the SEC or its staff with respect to the
registration statement, and, upon receipt of such confidentiality agreements as the Company may reasonably request, make reasonably available
for inspection by counsel for the Majority Participating Holders, by counsel for any underwriter participating in any disposition to be
effected pursuant to such registration statement and by any attorney, accountant or other agent retained by the Majority Participating
Holders or any such underwriter, in each case in connection with underwritten offerings only, during regular business hours, all customary
diligence materials reasonably necessary for the applicable offering, and cause all of the Company’s officers, directors and employees
to supply all information reasonably requested by any such counsel for the Majority Participating Holders, counsel for an underwriter,
attorney, accountant or agent in connection with such registration statement;
(m) use
its reasonable best efforts to prevent the issuance or obtain the prompt withdrawal of any order suspending the effectiveness of the registration
statement, or the prompt lifting of any suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction,
in each case, as promptly as reasonably practicable;
(n) provide
a CUSIP number for all Registrable Securities, not later than the effective date of the registration statement;
(o) use
its reasonable best efforts to make available its senior management for participation in “road shows” and other marketing
efforts and otherwise provide reasonable assistance to the underwriters (taking into account the Company’s reasonable business needs
and the requirements of the marketing process) in the marketing of Registrable Securities in any marketed underwritten offering where
the aggregate market value of Registrable Securities included in such offering exceeds $50 million; provided that (i) no road show
obligation shall apply in connection with any Underwritten Block Trade or any offering that does not involve a formal marketing period,
and (ii) any road show obligation shall be subject to the reasonable availability of management;
(p) promptly
prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after
the initial filing or confidential submission of such registration statement), and prior to the filing or use of any free writing prospectus,
provide copies of such document to counsel for the Majority Participating Holders and to each managing underwriter, if any, and make the
Company’s representatives reasonably available for discussion of such document and make such changes in such document concerning
information specifically relating to the Participating Holders or offering-specific disclosure directly relating to such Holders contained
therein prior to the filing thereof as counsel for the Majority Participating Holders or underwriters may reasonably request (provided,
however, that, notwithstanding the foregoing, in no event shall the Company be required to file or confidentially submit any document
with the SEC which in the view of the Company or its counsel contains an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make any statement therein not misleading);
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(q) furnish
to counsel for the Majority Participating Holders and to each managing underwriter, without charge, upon request, at least one conformed
copy of the registration statement and any post-effective amendments or supplements thereto, including financial statements and schedules,
all documents incorporated therein by reference, the prospectus contained in such registration statement (including each preliminary prospectus
and any summary prospectus), any other prospectus and prospectus supplement filed under Rule 424 under the Securities Act and all
exhibits (including those incorporated by reference) and any free writing prospectus utilized in connection therewith;
(r) cooperate
with the Participating Holders and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates
not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued
in such denominations and registered in such names in accordance with the underwriting agreement at least two (2) Business Days prior
to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the instructions of
the Participating Holders at least two (2) Business Days prior to any sale of Registrable Securities and instruct any transfer agent and
registrar of Registrable Securities to release any stop transfer orders in respect thereof (and, in the case of Registrable Securities
registered on a Shelf Registration Statement, at the request of any Holder, prepare and deliver certificates representing such Registrable
Securities not bearing any restrictive legends and deliver or cause to be delivered an opinion or instructions to the transfer agent in
order to allow such Registrable Securities to be sold from time to time); provided that the Company shall have no obligation to
remove any restrictive legend or release any stop transfer order where contractual or legal restrictions continue to apply to the relevant
securities;
(s) include
in any prospectus or prospectus supplement such updated financial or business information for the Company’s most recent period as the
Company reasonably determines is appropriate, legally permissible and customary for marketing the applicable offering; provided
that the Company shall not be required to include in any prospectus or prospectus supplement (i) nonpublic forecasts, (ii) estimated results
or ranges of results, (iii) earnings guidance or guidance ranges, or (iv) any other material non-public information not otherwise intended
for public disclosure at such time;
(t) include
in any prospectus or prospectus supplement if requested by any managing underwriter updated financial or business information for the
Company’s most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes
of marketing the offering in the view of the managing underwriter;
(u) take
no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that
any prohibition is applicable to the Company, the Company will use its reasonable best efforts to make any such prohibition inapplicable;
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(v) use
its reasonable best efforts to cause the Registrable Securities covered by the applicable registration statement to be registered with
or approved by such other governmental agencies or authorities as may be necessary to enable the Participating Holders or the underwriters,
if any, to consummate the disposition of such Registrable Securities;
(w) take
all such other commercially reasonable actions as are customary and as are necessary or advisable under applicable law in order to expedite
or facilitate the disposition of such Registrable Securities;
(x) take
all reasonable action to ensure that any free writing prospectus utilized in connection with any registration covered by Section 2.1
or 2.2 complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent
required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related
prospectus, prospectus supplement and related documents, will not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(y) in
connection with any underwritten offering, if at any time the information conveyed to a purchaser at the time of sale includes any untrue
statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, promptly file with the SEC such amendments or supplements to such information
as may be necessary so that the statements as so amended or supplemented will not, in the light of the circumstances, be misleading;
(z) to
the extent required by applicable rules and regulations of FINRA, retain a Qualified Independent Underwriter acceptable to the managing
underwriter; and
(aa) use commercially reasonable
best efforts, in good faith, to cooperate with the managing underwriters, Participating Holders, any indemnitee of the Company and their
respective counsel in connection with the preparation and filing of any applications, notices, registrations and responses to requests
for additional information with FINRA, Nasdaq, or any other national securities exchange on which the Ordinary Shares are listed.
To the extent the
Company is a WKSI at the time any Demand Registration Request is submitted to the Company, the Company shall file an automatic shelf registration
statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”) on Form
F-3 which covers those Registrable Securities which are requested to be registered. The Company shall not knowingly take any action primarily
for the purpose of causing it to cease to be a WKSI or to become an ineligible issuer (as defined in Rule 405 under the Securities Act)
during the period during which such Automatic Shelf Registration Statement is required to remain effective. If the Company does not pay
the filing fee covering the Registrable Securities at the time the Automatic Shelf Registration Statement is filed, the Company shall
pay such fee at such time or times as the Registrable Securities are to be sold in compliance with applicable SEC rules. If any Automatic
Shelf Registration Statement has been effective for at least three (3) years, the Company shall, at or prior to the end of the third year,
file a new shelf registration statement covering the Registrable Securities. Notwithstanding anything to the contrary herein, if at any
time the Company is required to re-evaluate its WKSI status and determines that it is no longer a WKSI, the Company shall not be required
to file or maintain an Automatic Shelf Registration Statement and its obligation hereunder shall instead be to use its reasonable best
efforts to file, as promptly as reasonably practicable, a shelf registration statement on Form F-3 or, if Form F-3 is then unavailable,
on Form F-1, and to keep such registration statement effective for so long as required by this Agreement.
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The Company may
require as a condition precedent to the Company’s obligations under this Section 2.4 that each Participating Holder
as to which any registration is being effected (i) furnish the Company such information regarding such seller and the distribution
of such securities as the Company may from time to time reasonably request (including as required under state securities laws), provided
that such information is necessary for the Company to consummate such registration and shall be used only in connection with such registration
and (ii) provide any underwriters participating in the distribution of such securities such information as the underwriters may request
and execute and deliver any agreements, certificates or other documents as the underwriters may request. If any Holder fails to timely
furnish accurate and complete information required pursuant to this Section 2.4, the Company may, without liability, exclude such
Holder’s Registrable Securities from the applicable registration or offering.
Each Holder of
Registrable Securities agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in
clause (v) of paragraph (e) of this Section 2.4, such Holder will discontinue such Holder’s disposition of Registrable
Securities pursuant to the registration statement covering such Registrable Securities until such Holder’s receipt of the copies
of the supplemented or amended prospectus contemplated by paragraph (e) of this Section 2.4 and, if so directed by the Company,
will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s
possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. In the event
the Company shall give any such notice, the applicable period mentioned in paragraph (b) of this Section 2.4 shall be extended
by the number of days during such period from and including the date of the giving of such notice to and including the date when each
Participating Holder covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated
by paragraph (e) of this Section 2.4.
The Company agrees
not to file or make any amendment to any registration statement with respect to any Registrable Securities, or any amendment of or supplement
to the prospectus, or any free writing prospectus, which amendment refers to any Holder covered thereby by name, or otherwise identifies
such Holder, without the consent of such Holder, such consent not to be unreasonably withheld or delayed, unless such disclosure is required
by law, in which case the Company shall provide written notice to such Holders no less than five (5) Business Days prior to the filing.
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2.5. Registration
Expenses.
(a) The
Company shall pay all Expenses with respect to any registration or offering of Registrable Securities pursuant to Section 2,
whether or not a registration statement becomes effective or the offering is consummated.
(b) Notwithstanding
the foregoing, (x) the provisions of this Section 2.5 shall be deemed amended to the extent necessary to cause these
expense provisions to comply with state “blue sky” laws of each state in which the offering is made and (y) in connection
with any underwritten offering hereunder, each Participating Holder shall pay all underwriting discounts and commissions and any transfer
taxes, if any, attributable to the sale of such Registrable Securities, pro rata with respect to payments of discounts and commissions
in accordance with the number of shares sold in the offering by such Participating Holder.
2.6. Certain Limitations
on Registration Rights. In the case of any registration under Section 2.1
involving an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to
enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering shall be subject
to such underwriting agreement and no Person may participate in such underwritten offering unless such Person (i) agrees to sell
such Person’s securities on the basis provided therein and completes and executes all reasonable questionnaires, and other customary
documents (including custody agreements, powers of attorney, indemnities, lock-up agreements) which must be executed in connection therewith;
provided, however, that all such documents shall be consistent with the provisions hereof and (ii) provides such other
information to the Company or the underwriter as may be necessary to register such Person’s securities. If any Holder fails to
execute required customary documents or provide requested information by the deadline reasonably established by the Company or the underwriters
in connection with any registration or offering, the Company may, without liability to such Holder, exclude such Holder’s Registrable
Securities from such registration or offering. Any lock-up or related undertakings required of Holders in connection with any registration
or offering shall be customary for the applicable transaction type and no more restrictive than those imposed on similarly situated selling
shareholders participating in such offering.
2.7. Limitations on Sale
or Distribution of Other Securities.
(a) Each
Holder that is a director or officer of the Company agrees, to the extent requested by the Manager of any underwritten public offering
pursuant to a registration or offering effected pursuant to Section 2.1 (including any Shelf Underwriting pursuant to Section 2.1(a))
or Section 2.2 (including any offering effected by the Company for its own account ), not to sell, transfer or otherwise dispose
of, including any sale pursuant to Rule 144, any Ordinary Shares or Ordinary Share Equivalents (other than as part of such underwritten
public offering) during the time period reasonably requested by the Manager, not to exceed the period from seven days prior to the pricing
date of such offering until ninety (90) days after the pricing date of such offering or such shorter period as agreed by the Manager,
the Company or any executive officer or director of the Company.
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(b) The
Company hereby agrees that, in connection with any firmly underwritten marketed offering pursuant to Section 2.1 (including
any Shelf Underwriting pursuant to Section 2.1(a)) or 2.2, the Company shall not sell, transfer, or otherwise dispose
of, any Ordinary Shares or Ordinary Share Equivalent (other than as part of such underwritten public offering, a registration on Form
F-4 or Form S-8 or any successor or similar form which is (x) then in effect or (y) shall become effective upon the conversion,
exchange or exercise of any then outstanding Ordinary Share Equivalent), until a period from seven days prior to the pricing date of such
offering until ninety (90) days after the pricing date of such offering or such shorter period as the Manager, the Company or any executive
officer or director of the Company shall agree to and the Company shall so provide in any registration rights agreements hereafter entered
into with respect to any of its securities.
2.8. No Required Sale.
Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder to sell any Registrable Securities
pursuant to any effective registration statement. A Holder is not required to include any of its Registrable Securities in any registration
statement, is not required to sell any of its Registrable Securities which are included in any effective registration statement, and
may sell any of its Registrable Securities in any manner in compliance with applicable law (subject to applicable lock-up restrictions)
even if such shares are already included on an effective registration statement.
2.9. Indemnification.
(a) In
the event of any registration or offer and sale of any securities of the Company under the Securities Act pursuant to this Section 2,
the Company will (without limitation as to time), and hereby agrees to, and hereby does, indemnify and hold harmless, to the fullest extent
permitted by law, each Participating Holder, its directors, officers, employees, stockholders, members, general and limited partners,
agents, affiliates, representatives, successors and assigns (and the directors, officers, employees, stockholders, members, general and
limited partners, agents, affiliates, representatives, successors and assigns thereof), each other Person who participates as a seller
(and its directors, officers, employees, stockholders, members, general and limited partners, agents, affiliates, representatives, successors
and assigns), underwriter or Qualified Independent Underwriter, if any, in the offering or sale of such securities, each officer, director,
employee, stockholder, managing director, agent, affiliate, representative, successor, assign or partner of such underwriter or Qualified
Independent Underwriter, and each other Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) such seller or any such underwriter or Qualified Independent Underwriter and each director, officer, employee, stockholder,
managing director, agent, affiliate, representative, successor, assign or partner of such controlling Person, from and against any and
all losses, claims, damages or liabilities, joint or several, actions or proceedings (whether commenced or threatened) and expenses (including
reasonable fees of counsel and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be
unreasonably withheld or delayed) to which each such indemnified party may become subject under the Securities Act or otherwise in respect
thereof (collectively, “Claims”), insofar as such Claims arise out of, are based upon, relate to or are in connection
with (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which
such securities were registered under the Securities Act or the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement
of a material fact contained in any preliminary, final or summary prospectus or any amendment or supplement thereto, together with the
documents incorporated by reference therein, or any free writing prospectus utilized in connection therewith, or the omission or alleged
omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading, and the Company will reimburse any such indemnified party for any legal
or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claim as such expenses
are incurred; provided, however, that the Company shall not be liable to any such indemnified party in any such case to
the extent such Claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or omission or
alleged omission of a material fact made in such registration statement or amendment thereof or supplement thereto or in any such prospectus
or any preliminary, final or summary prospectus or free writing prospectus in reliance upon and in conformity with written information
furnished to the Company by or on behalf of such indemnified party specifically for use therein. Such indemnity and reimbursement of expenses
shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive
the transfer of such securities by such seller.
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(b) Each
Participating Holder (and, if the Company requires as a condition to including any Registrable Securities in any registration statement
filed in accordance with Section 2.1 or 2.2, any underwriter and Qualified Independent Underwriter, if any) shall,
severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a) of this
Section 2.9) to the extent permitted by law the Company, its officers and its directors, each Person controlling the Company
within the meaning of the Securities Act and all other prospective sellers and their directors, officers, stockholders, fiduciaries, managing
directors, agents, affiliates, representatives, successors, assigns or general and limited partners and respective controlling Persons
with respect to any untrue statement or alleged untrue statement of any material fact in, or omission or alleged omission of any material
fact from, such registration statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement
thereto, or any free writing prospectus utilized in connection therewith, if such statement or alleged statement or omission or alleged
omission was made in reliance upon and in conformity with written information furnished to the Company or its representatives by or on
behalf of such Participating Holder specifically for use in the relevant disclosure document, and each such Participating Holder, underwriter
or Qualified Independent Underwriter, if any, shall reimburse such indemnified party for any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such Claim as such expenses are incurred; provided,
however, that the aggregate amount which any such Participating Holder shall be required to pay pursuant to this Section 2.9
(including pursuant to indemnity, contribution or otherwise) shall in no case be greater than the amount of the net proceeds received
by such Participating Holder upon the sale of the Registrable Securities pursuant to the registration statement giving rise to such Claim;
provided, further, that such Participating Holder shall not be liable in any such case to the extent that prior to the filing
or confidential submission of any such registration statement or prospectus or amendment thereof or supplement thereto, or any free writing
prospectus utilized in connection therewith, such Participating Holder has furnished in writing to the Company information expressly for
use in such registration statement or prospectus or any amendment thereof or supplement thereto or free writing prospectus which corrected
or made not misleading information previously furnished to the Company. The Company and each Participating Holder hereby acknowledge and
agree that, unless otherwise expressly agreed to in writing by such Participating Holders to the contrary, for all purposes of this Agreement,
the only information furnished or to be furnished to the Company for use in any such registration statement, preliminary, final or summary
prospectus or amendment or supplement thereto, or any free writing prospectus, are statements specifically relating to (i) the beneficial
ownership of Ordinary Shares by such Participating Holder and its Affiliates as disclosed in the section of such document entitled “Selling
Stockholders” or “Principal and Selling Stockholders” and (ii) the name and address of such Participating Holder.
If any additional information about such Holder or the plan of distribution (other than for an underwritten offering) is required by law
to be disclosed in any such document, then such Holder shall not unreasonably withhold its agreement referred to in the immediately preceding
sentence. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or
on behalf of such indemnified party and shall survive the transfer of such securities by such Holder.
(c) Indemnification
similar to that specified in the preceding paragraphs (a) and (b) of this Section 2.9 (with appropriate modifications)
shall be given by the Company and each Participating Holder, to the extent permitted by law, with respect to any required registration
or other qualification of securities under any applicable securities and state “blue sky” laws.
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(d) Any
Person entitled to indemnification under this Agreement shall notify promptly the indemnifying party in writing of the commencement of
any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.9, but the
failure of any indemnified party to provide such notice shall not relieve the indemnifying party of its obligations under the preceding
paragraphs of this Section 2.9, except to the extent the indemnifying party is materially and actually prejudiced thereby
and shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than under this Section 2.9.
In case any action or proceeding is brought against an indemnified party and such indemnified party shall have notified the indemnifying
party of the commencement thereof (as required above), the indemnifying party shall be entitled to participate therein and, unless in
the reasonable opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties
exists in respect of such Claim, to assume the defense thereof jointly with any other indemnifying party similarly notified, to the extent
that it chooses, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such
indemnified party that it so chooses, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided,
however, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding
within twenty (20) days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so;
or (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party
reasonably shall have concluded that there may be one or more legal or equitable defenses available to such indemnified party which are
not available to the indemnifying party or which may conflict with or be different from those available to another indemnified party with
respect to such Claim; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable
standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense
as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction, except to the extent any
indemnified party or parties reasonably shall have made a conclusion described in clause (ii) or (iii) above) and the indemnifying
party shall be liable for any expenses therefor. No indemnifying party shall be liable for any settlement of any proceeding effected without
its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such consent or if there be a final
judgment for the plaintiff, such indemnifying party agrees to indemnify each indemnified party from and against any loss, claim, damage,
liability or expense by reason of such settlement or judgment. No indemnifying party shall, without the written consent of the indemnified
party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action
or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual
or potential party to such action or claim) unless such settlement, compromise or judgment includes an unconditional release of the indemnified
party from all liability arising out of such action or claim.
(e) If
for any reason the foregoing indemnity is unavailable, unenforceable or is insufficient to hold harmless an indemnified party under Sections 2.9(a),
(b) or (c), then each applicable indemnifying party shall contribute to the amount paid or payable to such indemnified party
as a result of any Claim in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand,
and the indemnified party, on the other hand, with respect to such Claim. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such untrue statement or omission. If, however, the allocation provided in
the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults but also the relative
benefits of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. The parties hereto
agree that it would not be just and equitable if any contribution pursuant to this Section 2.9(e) were to be determined by
pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the
preceding sentences of this Section 2.9(e). The amount paid or payable in respect of any Claim shall be deemed to include
any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claim.
No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding anything in this Section 2.9(e)
to the contrary, no indemnifying party (other than the Company) shall be required pursuant to this Section 2.9(e) to contribute
any amount greater than the amount of the net proceeds received by such indemnifying party from the sale of Registrable Securities pursuant
to the registration statement giving rise to such Claim, less the amount of any indemnification payment made by such indemnifying party
pursuant to Sections 2.9(b) and (c). In addition, no Holder of Registrable Securities or any Affiliate thereof shall
be required to pay any amount under this Section 2.9(e) unless such Person or entity would have been required to pay an amount
pursuant to Section 2.9(b) if it had been applicable in accordance with its terms.
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(f) The
indemnity and contribution agreements contained herein shall be in addition to any other rights to indemnification or contribution which
any indemnified party may have pursuant to law or contract and shall remain operative and in full force and effect regardless of any investigation
made or omitted by or on behalf of any indemnified party and shall survive the transfer of the Registrable Securities by any such party.
(g) The
indemnification and contribution required by this Section 2.9 shall be made by periodic payments of the amount thereof during
the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred.
2.10. No Inconsistent
Agreements. The Company shall not enter into any agreement with respect to its securities
that materially and adversely impairs the rights of the Holders under this Agreement, taken as a whole, without the consent required
under Section 4.4. For the avoidance of doubt, the Company retains the right to grant registration rights to future investors,
lenders, strategic partners or other Persons in connection with “PIPEs,” financing transactions, acquisition-related transactions
or other strategic arrangements, provided that such rights do not materially and adversely impair the rights of the Holders under this
Agreement, taken as a whole.
Section 3. Underwritten Offerings.
3.1. Requested Underwritten
Offerings. If requested by the underwriters for any underwritten offering pursuant to
a registration requested under Section 2.1, the Company shall enter into a customary underwriting agreement with the underwriters.
Such underwriting agreement shall (i) be satisfactory in form and substance to the Initiating Holders and the Majority Participating
Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and
warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of
that type, including indemnities and contribution agreements on substantially the same terms as those contained herein or as otherwise
customary for the lead underwriter. The Company shall determine the terms of any underwriting agreement in consultation with the underwriters
and the Initiating Holders. Every Participating Holder shall be a party to such underwriting agreement. Each Participating Holder shall
not be required to make any representations or warranties to or agreements with the Company or the underwriters other than customary
representations of a selling shareholder, including representations, warranties or agreements regarding its ownership of and title to
the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration
statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person
under such underwriting agreement for indemnity, contribution or otherwise shall in no case be greater than the amount of the net proceeds
received by such Participating Holder upon the sale of Registrable Securities pursuant to such registration statement and in no event
shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement
and prospectus. Each Participating Holder may be required to execute customary lock-up agreements, custody agreements, powers of attorney
and related selling shareholder documents as are customary for the applicable transaction type and consistent with the terms of this
Agreement.
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3.2. Piggyback Underwritten
Offerings. In the case of a registration pursuant to Section 2.2, if the Company
shall have determined to enter into an underwriting agreement in connection therewith, all of the Participating Holders’ Registrable
Securities to be included in such registration shall be subject to such underwriting agreement. The Company and the managing underwriter
shall control the structure, timing and terms of the offering, subject to the rights of Holders expressly set forth in this Agreement.
Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the
underwriters other than customary representations of a selling shareholder, including representations, warranties or agreements regarding
its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder
for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to
any underwriter or other Person under such underwriting agreement shall in no case be greater than the amount of the net proceeds received
by such Participating Holder upon the sale of Registrable Securities pursuant to such registration statement and in no event shall relate
to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and prospectus.
Each Participating Holder may be required to execute customary lock-up agreements, custody agreements, powers of attorney and related
selling shareholder documents as are customary for the applicable transaction type and consistent with the terms of this Agreement.
Section 4. General.
4.1. Adjustments Affecting
Registrable Securities. The provisions of this Agreement shall apply, to the full extent
set forth herein with respect to the Registrable Securities, to any and all shares of capital stock of the Company, any successor or
assign of the Company (whether by merger, share exchange, consolidation, sale of assets or otherwise) or any Subsidiary or parent company
of the Company which may be issued in respect of, in exchange for or in substitution of, Registrable Securities and shall be appropriately
adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof.
4.2. Rule 144.
The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will use commercially
reasonable efforts to file the reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited
to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1)(i) of Rule 144 under
the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file
such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales
by such Holder under Rule 144, or any similar rules or regulations hereafter adopted by the SEC, and (ii) it will take such
further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable
Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144, or any
similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will promptly
deliver to such Holder a written statement as to whether it has complied with such requirements.
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4.3. Nominees for Beneficial
Owners. If Registrable Securities are held by a nominee for the beneficial owner thereof,
the beneficial owner thereof may, at its option, be treated as the Holder of such Registrable Securities for purposes of any request
or other action by any Holder or Holders of Registrable Securities pursuant to this Agreement (or any determination of any number or
percentage of shares constituting Registrable Securities held by any Holder or Holders of Registrable Securities contemplated by this
Agreement); provided, however, that the Company shall have received evidence reasonably satisfactory to it of such
beneficial ownership.
4.4. Amendments and Waivers.
Upon the written consent of the Company and Holders of at least a majority in interest of the Registrable Securities held by all Holders
at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or
any of such provisions, covenants or conditions may be amended or modified; provided, however, that: (i) any amendment
or waiver that disproportionately and adversely affects the Sponsor Holders as a group relative to the other Holders shall require the
consent of Holders of a majority of the Registrable Securities held by the Sponsor Holders at the time in question; (ii) any amendment
or waiver that disproportionately and adversely affects the Other Holders as a group relative to the other Holders shall require the
consent of Holders of a majority of the Registrable Securities held by the Other Holders as a group at the time in question; (iii) any
amendment or waiver that disproportionately and adversely affects one Holder or group of affiliated Holders, solely in its capacity as
a holder of shares of capital stock of the Company, in a manner that is materially different from the other Holders shall require the
consent of such Holder or group of affiliated Holders so affected; and (iv) the Company may make technical, ministerial, conforming or
immaterial amendments to this Agreement without the consent of any Holder; provided that the Company provides written notice of
any such amendment to all Holders within ten (10) Business Days of making such amendment.
4.5. Notices.
All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be
in writing and shall be deemed to have been given (i) if personally delivered, on the date of delivery, (ii) if delivered by
express courier service of national standing (with charges prepaid), on the Business Day following the date of delivery to such courier
service, (iii) if deposited in the United States mail, first-class postage prepaid, on the fifth (5th) Business Day following the
date of such deposit, (iv) if delivered by facsimile transmission, upon confirmation of successful transmission, (x) on the
date of such transmission, if such transmission is completed at or prior to 5:00 p.m., local time of the recipient party on a Business
Day, and (y) on the next Business Day following the date of transmission, if such transmission is completed after 5:00 p.m., local
time of the recipient party, or is transmitted on a day that is not a Business Day, or (v) if via e-mail communication, on the date
of delivery. All notices, demands and other communications hereunder shall be delivered as set forth below and to any subsequent holder
of Stock subject to this Agreement at such address as indicated by the Company’s records, or pursuant to such other instructions
as may be designated in writing by the party to receive such notice:
if to the Company, to:
c/o newcleo plc
55 South Audley Street
London, W1K 2QH
Attention: Khalil Bukhari, General Counsel
Email: ***
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with a copy (not to constitute notice) to:
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Attention: Yasin Keshvargar
Email: ***
if to any Holder, to the address set forth opposite
the name of such Holder on the signature pages hereto or such other address indicated in the records of the Company.
4.6. Successors and Assigns;
Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit
of and be enforceable by the parties hereto and the respective successors, permitted assigns, heirs and personal representatives of the
parties hereto, whether so expressed or not (including any Permitted Transferees). This Agreement may not be assigned by the Company
without the prior written consent of the Holders. No Holder shall have the right to assign all or part of its or his rights and obligations
under this Agreement to any Person, other than to a Permitted Transferee of such Holder, without the consent of the Company and unless
such Person duly executes and delivers to the Company a Joinder Agreement. No assignment of rights under this Agreement shall be effective
until the applicable Joinder Agreement has been duly executed and delivered by the transferee and reflected in the Company’s records.
Rights under this Agreement may only be transferred in connection with, and as an incident to, a bona fide transfer of the underlying
Registrable Securities to the applicable transferee, and may not be transferred independently of such underlying securities. No fragmentation
or partial assignment of rights shall be permitted in a manner that unreasonably increases the administrative burden on the Company.
Upon any such assignment, such assignee shall have and be able to exercise and enforce all rights of the assigning Holder which are assigned
to it and, to the extent such rights are assigned, any reference to the assigning Holder shall be treated as a reference to the assignee.
If any Holder shall acquire additional Registrable Securities, such Registrable Securities shall be subject to all of the terms, and
entitled to all the benefits, of this Agreement. Additional Persons may become parties to this Agreement as Holders with the consent
of the Company (not to be unreasonably withheld or delayed), by executing and delivering to the Company the Joinder Agreement. Prior
to the expiration of an applicable lock-up period, no Holder may assign or delegate such Holder’s rights, duties or obligations
under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted
Transferee but only if such Permitted Transferee executes and delivers to the Company the Joinder Agreement.
4.7. Termination.
(a) The
obligations of the Company and a Holder under this Agreement, in each case solely with respect to such Holder, will terminate upon the
earlier of:
(i) the
date on which such Holder no longer holds any Registrable Securities; or
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(ii) the
later of (A) the date on which such Holder no longer beneficially owns at least 1% of the then outstanding Ordinary Shares or Ordinary
Share Equivalents, and such Holder (notwithstanding any beneficial ownership of Ordinary Shares or Ordinary Share Equivalents by such
Holder) is not an Affiliate of the Company and (B) the date on which such Holder is eligible to sell its Registrable Securities pursuant
to Rule 144 without limitation as to volume or manner of sale (regardless of whether such Holder has actually disposed of such securities).
(b) This
Agreement shall terminate on the date that is five (5) years from date hereof.
(c) Notwithstanding
clauses (a) and (b) above, Section 2.5, Section 2.9, Section 4.9 and Section 4.13 shall
survive termination of this Agreement.
4.8. Entire Agreement.
This Agreement and the other documents referred to herein or delivered pursuant hereto which form part hereof constitute the entire agreement
and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof.
4.9. Governing
Law; Jurisdiction; Waiver of Jury Trial.
(a) This
Agreement will be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the principles
of conflict of laws thereof.
(b) Any
suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement
may be brought against any of the parties in the United States District Court for the Southern District of New York or any New York state
court located in New York, New York, and each of the parties hereby consents to the exclusive jurisdiction of such court (and of the appropriate
appellate courts) in any such suit, action or proceeding and waives any objection to venue laid therein. Process in any such suit, action
or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. EACH OF
THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT.
4.10. Interpretation;
Construction.
(a) The
table of contents and headings in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall
not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section, such
reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes”
or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”
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(b) The
parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
4.11. Counterparts.
This Agreement may be executed and delivered in any number of separate counterparts (including by facsimile or electronic mail), each
of which shall be an original, but all of which together shall constitute one and the same agreement.
4.12. Severability.
The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person
or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order
to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the
remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity
or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application
thereof, in any other jurisdiction.
4.13. Further Assurances.
Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver
all such other agreements, certificates, instruments, and documents as any other party hereto reasonably may request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
4.14. Confidentiality.
Each Holder agrees that any non-public information which they may receive relating to the Company and its Subsidiaries (the “Confidential
Information”) including notices of proposed offerings or any suspension thereof will be held strictly confidential and will
not be disclosed by it to any Person without the express written permission of the Company; provided, however, that the
Confidential Information may be disclosed (i) in the event of any compulsory legal process or compliance with any applicable law,
subpoena or other legal process, as required by an administrative requirement, order, decree or the rules of any relevant stock exchange
or in connection with any filings that the Holder may be required to make with any regulatory authority; provided, further,
that in the event of compulsory legal process, unless prohibited by applicable law or that process, each Holder agrees (A) to give the
Company prompt notice thereof and to cooperate with the Company in securing a protective order in the event of compulsory disclosure
and (B) that any disclosure made pursuant to public filings will be subject to the prior reasonable review of the Company, (ii) to
any foreign or domestic governmental or quasi-governmental regulatory authority, including any stock exchange or other self-regulatory
organization having jurisdiction over such party, (iii) to each Holder’s or its Affiliate’s, officers, directors, employees,
partners, accountants, lawyers and other professional advisors for use relating solely to management of the investment or administrative
purposes with respect to such Holder and (iv) to a proposed transferee of securities of the Company held by a Holder; provided,
however, that the Holder informs the proposed transferee of the confidential nature of the information and the proposed transferee
executes and delivers to the Company a written confidentiality undertaking in form and substance reasonably satisfactory to the Company
prior to receiving any Confidential Information . Each Holder agrees not to use any Confidential Information for the purpose of trading
in the securities of the Company or for any purpose other than evaluating and managing its investment in the Company. The Company shall
be entitled to seek injunctive relief and other equitable remedies in the event of any breach or threatened breach of this Section
4.14, without the requirement of posting any bond or other security.
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4.15. Opt-Out Requests.
Each Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential public
offering), to elect to not receive any notice that the Company or any other Holders otherwise are required to deliver pursuant to this
Agreement by delivering to the Company a written statement signed by such Holder that it does not want to receive any notices hereunder
(an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement the Company and
other Holders shall not be required to, and shall not, deliver any notice or other information required to be provided to Holders hereunder
to the extent that the Company or such other Holders reasonably expect would result in a Holder acquiring material non-public information
within the meaning of Regulation FD promulgated under the Exchange Act. An Opt-Out Request may state a date on which it expires or, if
no such date is specified, shall remain in effect indefinitely. A Holder who previously has given the Company an Opt-Out Request may
revoke such request at any time, and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-Out Requests;
provided that each Holder shall use commercially reasonable efforts to minimize the administrative burden on the Company arising
in connection with any such Opt-Out Requests. The Company may rely conclusively on the latest Opt-Out Request received from a Holder
until such Opt-Out Request is revoked in writing by such Holder.
4.16. Original Registration
Rights Agreement. The Sponsor hereby agrees that upon execution of this Agreement by the
Sponsor, the Original Registration Rights Agreement shall be automatically terminated and superseded in its entirety by this Agreement.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties
hereto have duly executed this Agreement as of the date first above written.
PUBCO:
newcleo plc,
a public limited company incorporated under the laws of England and Wales
By:
Name:
Title:
SPAC:
NewHold Investment Corp III,
a Cayman Islands exempted company
By:
Name:
Title:
[Signature Page to Amended and Registration Rights
Agreement]
HOLDERS
NewHold Industrial Technology III LLC,
a Delaware limited liability company
By:
Name:
Title:
OTHER HOLDERS
[OTHER HOLDERS]
[Signature Page to Amended and Registration Rights
Agreement]
Exhibit A
JOINDER AGREEMENT
This Joinder Agreement (this
“Joinder Agreement”) is made as of [ ], by [and among [ ]
(the “Transferring Holder”) and] [ ] (the “New
Holder”), in accordance with that certain Amended and Restated Registration Rights Agreement, dated as of [●], 2026 (as
amended from time to time, the “Agreement”), by and among newcleo plc, a public limited company incorporated under
the laws of England and Wales (the “Company”) and the other Holders party thereto.
WHEREAS, the Agreement
requires the New Holder to become a party to the Agreement by executing this Joinder Agreement, and upon the New Holder signing this Joinder
Agreement, the Agreement will be deemed to be amended to include the New Holder as a Holder thereunder;
WHEREAS, the Company
has reviewed the proposed transfer and joinder and has determined that such transfer complies with the requirements of the Agreement;
NOW, THEREFORE, in
consideration of the foregoing, and of the representations, warranties, covenants and agreements contained herein, and intending to be
legally bound hereby, the parties hereto agree as follows:
Section 1. Party to
the Agreement. By execution of this Joinder Agreement, as of the date hereof the New Holder is hereby made a party to the Agreement
as a Holder. The New Holder hereby agrees to become a party to the Agreement and to be bound by, and subject to, all of the representations,
covenants, terms and conditions of the Agreement in the same manner as if the New Holder were an original signatory to the Agreement.
Execution and delivery of this Joinder Agreement by the New Holder shall also constitute execution and delivery by the New Holder of the
Agreement, without further action of any party.
Section 2. Defined Terms.
Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement unless otherwise noted.
Section 3. Representations
and Warranties of the New Holder.
3.1. Authorization.
The New Holder has all requisite power and authority and has taken all action necessary in order to duly and validly approve the New Holder’s
execution and delivery of, and performance of its obligations under, this Joinder Agreement. This Joinder Agreement has been duly executed
and delivered by the New Holder and constitutes a legal, valid and binding agreement of the New Holder, enforceable against the New Holder
in accordance with its terms.
3.2. No
Conflict. The New Holder is not under any obligation or restriction, nor shall it assume any such obligation or restriction, that
does or would materially interfere or conflict with the performance of its obligations under this Joinder Agreement.
Section 4. Further Assurances.
The parties agree to execute and deliver any further instruments or perform any acts which are or may become necessary to effectuate the
purposes of this Joinder Agreement.
Section 5. Governing
Law. This Joinder Agreement will be governed by, and construed in accordance with, the laws of the State of New York, without giving
effect to the principles of conflict of laws thereof.
Section 6. Counterparts.
This Joinder Agreement may be executed in any number of counterparts (including by facsimile or electronic mail), all of which taken together
shall constitute one and the same amendatory instrument.
Section 7. Entire Agreement.
This Joinder Agreement and the Agreement contain the entire understanding, whether oral or written, of the parties hereto with respect
to the matters covered hereby. Any amendment or change in this Joinder Agreement shall not be valid unless made in writing and signed
by each of the parties hereto.
[Signature pages follow]
Exhibit A-1
IN WITNESS WHEREOF,
intending to be legally bound hereby, the undersigned parties have executed this Joinder Agreement as of the date first above written.
[TRANSFERRING HOLDER]
[ _____]
By:
Name:
Title:
NEW HOLDER
[ _____]
By:
Name:
Title:
Notice Address:
[ ____________________________]
[ _____]
[ _____]
Attn:
[ _____________]
Facsimile:
[ _________]
Accepted and Agreed to as of
the date first written above:
PUBCO:
newcleo plc
By:
Name:
Title:
Exhibit A-2
EX-10.5 — FORM OF NON-REDEMPTION AGREEMENT
EX-10.5
Filename: ea029209701ex10-5.htm · Sequence: 7
Exhibit 10.5
FORM OF NON-REDEMPTION AND SUPPORT AGREEMENT
This Non-Redemption
Agreement (this “Agreement”) is entered as of [ ], 2026 by and among NewHold Investment Corp III, a Cayman
Islands exempted company with limited liability (“NHIC”), NewHold Industrial Technology III LLC, a Delaware
limited liability company (the “Sponsor”), NewCleo Ltd., a private limited company incorporated under the laws of
England and Wales (“newcleo” and following the Business Combination (as defined below),
“PubCo”) and the undersigned investor (the “Investor”). Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to such terms in the BCA (as defined below).
RECITALS
WHEREAS, the Sponsor currently holds NHIC’s
Class B ordinary shares, par value $0.0001 per share, initially purchased in a private placement prior to NHIC’s initial public
offering (the “Founder Shares”);
WHEREAS, on [ ], 2026, NHIC, newcleo, newcleo1 Ltd., a Cayman Islands exempted company limited by shares and a direct wholly owned
subsidiary of newcleo (“Merger Sub 1”), and newcleo2 Ltd., a Cayman Islands exempted company limited by shares
and a direct wholly owned subsidiary of newcleo (“Merger Sub 2”) entered into a Business Combination Agreement
(as amended, restated, modified or supplemented from time to time, the “BCA”);
WHEREAS, on the terms and subject to the
conditions set forth in the BCA and in accordance with the applicable provisions of the Cayman Companies Act (Revised), the parties thereto
desire to consummate a business combination transaction, whereby (a) at the First Merger Effective Time, Merger Sub 1 will merge
with and into NHIC, and as a result of which the separate corporate existence of Merger Sub 1 will cease and NHIC will continue as the
surviving company in such merger and as a wholly owned subsidiary of newcleo and (b) at the Second Merger Effective Time, First Merger
Surviving Company will merge with and into Merger Sub 2, and as a result of which the separate corporate existence of First Merger Surviving
Company will cease and Merger Sub 2 will continue as the surviving company in such merger and as a wholly owned subsidiary of newcleo
(the transactions described in the foregoing clauses (a) and (b), together with the other Transactions, the “Business Combination”);
WHEREAS, NHIC expects to hold an extraordinary
general meeting (the “BCA Meeting”) for the purpose of approving the Business Combination, among other things;
WHEREAS, the SPAC Articles provide that
a shareholder of NHIC may redeem its SPAC Class A Ordinary Shares (the “Class A Ordinary Shares”), initially sold as
part of the units in NHIC’s initial public offering (whether they were purchased in NHIC’s initial public offering or thereafter
in the open market) (the “Public Shares” and together with the Founder Shares, the “Ordinary Shares”)
in connection with the approval of the Business Combination, on the terms set forth in the Memorandum and Articles of Association (“Redemption
Rights”);
WHEREAS, the Investor is the record and
beneficial owner of the number of Class A Ordinary Shares set forth on the signature page hereto (together with any other shares, capital
stock or any other equity interests, as applicable, of NHIC that the Investor holds of record or beneficially, as of the date of this
Agreement, or acquires record or beneficial ownership after the date hereof, collectively, the “Subject NHIC Equity Securities”);
WHEREAS, subject to the terms and conditions
of this Agreement, Investor is willing to forego the exercise of its Redemption Rights in connection with the Business Combination, or
to validly rescind any previously submitted redemption demand, of certain of the Public Shares held by such Investor upon the terms set
forth herein, in connection with which the Sponsor desires to surrender to NHIC and forfeit for no consideration its rights to receive
Company Ordinary Shares in respect of the number of Founder Shares set forth on Exhibit A (the “Forfeited Shares”)
and newcleo desires to cause to be issued to Investor that number of Company Ordinary Shares set forth opposite such Investor’s
name on Exhibit A in connection with the completion of the Business Combination (the “Reallocated Sponsor Shares”).
NOW THEREFORE, in consideration of the
mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1.
Terms of Forfeiture and Issuance.
1.1. Upon the terms and subject to the conditions of this Agreement,
Investor agrees (i) not to, and shall not submit a request to NHIC’s transfer agent to, exercise (or if already exercised,
Investor shall validly rescind) its Redemption Rights with respect to such Investor Shares in connection with the BCA Meeting and (ii)
to waive any other rights that it may have to elect to have NHIC redeem any Investor Shares and agrees not to redeem or otherwise exercise
any other redemption rights with respect to, the Investor Shares and to reverse, rescind and revoke any prior redemption elections made
with respect to the Investor Shares in connection with the Business Combination. For the avoidance of doubt, nothing in this Agreement
is intended to (i) restrict or prohibit Investor’s ability to redeem any Public Shares other than the Investor Shares, (ii) to
trade any Public Shares (other than the Investor Shares) in its discretion and at any time, or (iii) trade or redeem any Investor Shares
in its discretion at any time after the Redemption Deadline, provided that Investor has validly waived, rescinded or revoked any redemption
election with respect to the Investor Shares in accordance with this Agreement. In consideration for Investor’s compliance with
the terms of this Agreement (including this Section 1.1 and Section 1.4) then substantially concurrently with the closing of the Business
Combination (i) the Sponsor hereby agrees to surrender and forfeit for no consideration the Forfeited Shares (such surrender and forfeiture,
the “Share Cancellation”) and (ii) newcleo hereby agrees to cause to be issued to Investor for no additional consideration
the Reallocated Sponsor Shares (such issuance, the “Share Issuance”). “Investor Shares” shall mean
an amount of the Public Shares presently held by Investor equal to the lesser of (i) [ ] Public Shares and (ii) such number of Public
Shares that would not result in Investor, together with its affiliates and any other persons whose ownership would be aggregated with
Investor’s for purposes of Section 13(d) or Section 16 of the Exchange Act, beneficially owning more than 9.9% of the PubCo ordinary
shares outstanding immediately after the closing of the Business Combination, after giving effect to the Business Combination, the PIPE
Investment (as defined in the BCA), the Share Issuance and all redemptions, issuances and conversions occurring in connection therewith.
If the number of Investor Shares is reduced pursuant to clause (ii) of the foregoing sentence or otherwise, (i) the number of Reallocated
Sponsor Shares shall be reduced proportionately and (ii) Investor shall provide evidence of Investor’s ownership of the Investor
Shares sufficient to evidence Investor’s beneficial ownership in order to receive Investor’s Reallocated Sponsor Shares.
1.2.
The parties hereto hereby agree that the Share Issuance and Share Cancellation shall be subject to the consummation of the Business Combination. Concurrently with the consummation of the Business Combination, PubCo shall cause the Share Issuance to Investor (or its permitted transferees) through PubCo’s transfer agent free and clear of any liens or other encumbrances, other than restrictions imposed by applicable securities laws, the Joinder and any successor or similar agreement entered into in connection with the Business Combination, in each case on terms no less favorable to Investor and no more restrictive than those applicable to the Sponsor. The Sponsor, NHIC and newcleo covenant and agree to facilitate such Share Issuance to Investor (or its permitted transferees) in accordance with the foregoing. The parties to this Agreement agree to execute, acknowledge and deliver such further instruments and to do all such other acts, as may be necessary or appropriate to carry out the purposes and intent of this Agreement.
1.3
Agreement to Vote. At any general meeting of the shareholders of NHIC, however called, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent or other approval of the shareholders of NHIC is sought from the date hereof until the earlier of (x) the Closing and (y) such date and time as the BCA is terminated in accordance with Section 9.1 thereof (the earlier of (x) and (y), the “Expiration Time”), the Investor shall (a) appear at each such general meeting in person or by proxy or otherwise and, in any case, cause all of its Subject NHIC Equity Securities to be counted as present thereat for purposes of calculating a quorum and (b) vote (or cause to be voted), or execute and deliver a written resolution (or cause a written resolution to be executed and delivered) covering, all of its Subject NHIC Equity Securities: (i) in favor of each of the SPAC Shareholder Approval Matters; (ii) against any Business Combination Proposal or any proposal relating to a Business Combination Proposal (in each case, other than the SPAC Shareholder Approval Matters); (iii) against any merger agreement, business combination agreement, merger, amalgamation, share exchange, asset acquisition, share purchase, scheme of arrangement, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by NHIC or any public offering of any equity securities of NHIC (other than the SPAC Shareholder Approval Matters); (iv) against any change in the business, management or board of directors of NHIC (other than in connection with the SPAC Shareholder Approval Matters); (v) against any proposal, action or agreement that would or would reasonably be expected to (A) impede, interfere with, delay, frustrate, prevent, result in termination or failure to consummate of, or nullify any provision of, this Agreement, the BCA or any other Transaction Agreement or the Transactions, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Investor under this Agreement or of NHIC under the BCA or any other Transaction Agreement, (C) result in any of the conditions set forth in Article VIII of the BCA not being fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any class of share capital of, NHIC; and (vi) for any proposal to adjourn or postpone the applicable general meeting of the shareholders of NHIC to a later date if (and only if) there are not sufficient votes for approval of the SPAC Shareholder Approval Matters.
2
1.4.
Forfeitures, Transfers, etc. Investor acknowledges that, pursuant to the Amended and Restated Limited Liability Company Agreement of the Sponsor (as it will exist by the date of the BCA Meeting, the “Sponsor LLC Agreement”), prior to, or at the time of, the Business Combination, the managers of the Sponsor have the authority to cause the Sponsor to subject the Founder Shares to earn-outs, forfeitures, transfers or other restrictions, or amend the terms under which the Founder Shares were issued or any restrictions or other provisions relating to the Founder Shares set forth in the instruments establishing the same (including voting in favor of any such amendment) or enter into any other arrangements with respect to the Founder Shares, and that the managers are authorized to effectuate such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements, including arrangements relating to the relaxation or early release of restrictions, in such amounts and pursuant to such terms as they determine in their sole and absolute discretion for any reason. Investor acknowledges that, following the Business Combination, the Reallocated Sponsor Shares shall be subject to the A&R Articles of Association. Until termination of this Agreement, the Sponsor shall not transfer any of its Forfeited Shares.
1.5.
Assignment of Registration Rights. Investor shall be entitled to registration rights set forth in that certain Registration Rights Agreement, by and among NHIC, the Sponsor, and certain security holders thereto (as it may be amended from time to time, the “Registration Rights Agreement”), and, at the time of the closing of the Business Combination, Investor shall enter into an amended and restated Registration Rights Agreement by and among PubCo, Investor and other parties thereto, pursuant to which PubCo will grant certain registration rights to Investor relating to the Reallocated Sponsor Shares.
1.6.
Termination. This Agreement and each of the obligations of the undersigned shall terminate on earlier of (a) the Expiration Time, (b) the failure of NHIC’s shareholders to approve the Business Combination at the BCA Meeting, (c) the fulfillment of all obligations of parties hereto, (d) the liquidation or dissolution of NHIC prior to the consummation of the Business Combination, (e) the mutual written agreement of the parties hereto, or (f) if Investor exercises its Redemption Rights (or fails to rescind or revoke a prior exercise of its Redemption Rights) with respect to any Investor Shares in connection with the BCA Meeting and the Investor Shares are actually redeemed in connection with the BCA Meeting. Notwithstanding any provision in this Agreement to the contrary, PubCo’s obligation to cause to be issued the Reallocated Sponsor Shares to Investor shall be conditioned on (i) the satisfaction of the conditions set forth in Sections 1.1 and 1.3 herein and (ii) the consummation of the Business Combination.
1.7.
Restrictions on Transfer; Trust Account; Redemption Rights.
1.7.1.
Investor agrees that through the deadline for exercising
Redemption Rights (the “Redemption Deadline”) in connection with the BCA Meeting, neither Investor nor any person
acting on its behalf or pursuant to any understanding with Investor shall, directly or indirectly, with respect to any Investor Shares,
(a) engage in any hedging transactions or Short Sales (as defined below), (b) offer for sale, sell, transfer, pledge, assign
or otherwise dispose of, or enter into any contract, option, derivative, hedging or other agreement or arrangement with respect to the
transfer or economic disposition of, any Investor Shares, other than to an affiliate or managed account of Investor that executes a joinder
to this Agreement, or (c) take any action that would reasonably be expected to prevent or materially delay Investor’s performance
of its obligations hereunder. “Short Sales” shall mean and include, without limitation, all “short sales”
as defined in Rule 200 under Regulation SHO, as well as any direct or indirect short sale, forward sale contract, option, put, call,
swap, total return swap or other derivative or hedging arrangement that transfers, in whole or in part, the economic consequences of
ownership of any securities of NHIC or PubCo.
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1.7.2.
Investor acknowledges and agrees that the Reallocated Sponsor Shares are not entitled to, and have no right, interest or claim of any kind in or to, any monies held in the trust account into which the proceeds of NHIC’s initial public offering were deposited (the “Trust Account”) or distributed as a result of any liquidation of the Trust Account.
1.8.
Unregistered Shares. Investor acknowledges and understands the Reallocated Sponsor Shares are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act and have not been registered under the Securities Act and, if in the future Investor decides to offer, resell, pledge or otherwise transfer the Reallocated Sponsor Shares, such Reallocated Sponsor Shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Investor agrees that, if any transfer of the Reallocated Sponsor Shares or any interest therein is proposed to be made other than pursuant to an effective registration statement or pursuant to any other available exemption from the registration requirements of the Securities Act, as a condition precedent to any such transfer, Investor may be required to deliver to PubCo an opinion of counsel (including investor counsel) satisfactory to PubCo that registration is not required with respect to the Reallocated Sponsor Shares to be transferred. Absent registration or another available exemption from registration, Investor agrees it will not transfer the Reallocated Sponsor Shares.
2.
Representations and Warranties of Investor. Investor represents and warrants to the other parties hereto that:
2.1.
No Government Recommendation or Approval. Investor understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Reallocated Sponsor Shares.
2.2.
Accredited Investor. Investor is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended, (the “Securities Act”) or a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.
2.3.
Intent. Investor is acquiring the Reallocated Sponsor Shares solely for investment purposes, for such Investor’s own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with a view to the distribution thereof in violation of the Securities Act and Investor has no present arrangement to sell the Reallocated Sponsor Shares to or through any person or entity except as may be permitted hereunder.
2.6.
Risk of Loss. Investor is aware that an investment in the Reallocated Sponsor Shares is highly speculative and subject to substantial risks. Investor is cognizant of and understands the risks related to the acquisition of the Reallocated Sponsor Shares, including those restrictions described or provided for in this Agreement. Investor is able to bear the economic risk of its investment in the Reallocated Sponsor Shares for an indefinite period of time and able to sustain a complete loss of such investment.
4
2.7.
Independent Investigation. Such Investor is a sophisticated investor and has adequate information concerning the business and financial condition of NHIC and newcleo to make an informed decision regarding this Agreement and the Transactions, and has independently and without reliance upon NHIC or newcleo and based on such information as such Investor has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Investor acknowledges that NHIC and newcleo have not made and do not make any representation or warranty to such Investor, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Such Investor acknowledges that the agreements contained herein with respect to the Subject NHIC Equity Securities held by such Investor are irrevocable.
2.8.
Organization and Authority. If such Investor is not an individual, such Investor is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such Investor’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Investor. Such Investor has full legal capacity, right and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by such Investor and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such Investor, enforceable against such Investor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into this Agreement on behalf of such Investor.
2.9.
Non-U.S. Investor. If Investor is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”)), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Reallocated Sponsor Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the acquisition of the Reallocated Sponsor Shares, (ii) any foreign exchange restrictions applicable to such acquisition, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the acquisition, holding, redemption, sale, or transfer of the Reallocated Sponsor Shares. Investor’s subscription and payment for and continued beneficial ownership of the Reallocated Sponsor Shares will not violate any applicable securities or other laws of Investor’s jurisdiction.
2.11.
No Conflicts. The execution and delivery of this Agreement by such Investor does not, and the performance by such Investor of its obligations hereunder will not, (i) if such Investor is not an individual, conflict with or result in a violation of the Governing Documents of such Investor, (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any Contract binding upon such Investor or the Subject NHIC Equity Securities), or (iii) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of NHIC, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay or impair the performance by such Investor of its obligations under this Agreement.
2.12.
No Advice. Investor has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Investor’s own legal counsel and investment and tax advisors. Except for any statements or representations of the Sponsor and NHIC explicitly made in this Agreement, Investor is relying solely on such counsel and advisors and not on any statements or representations, express or implied, of the Sponsor or any of its representatives or agents for any reason whatsoever, including without limitation for legal, tax or investment advice, with respect to this investment, the Sponsor, NHIC, the Reallocated Sponsor Shares, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.
5
2.13
No Litigation. There is no Action pending against Investor, or to the knowledge of such Investor, threatened against such Investor, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay or impair the performance by such Investor of its obligations under this Agreement. To the knowledge of such Investor, there is no outstanding Governmental Order imposed upon such Investor which would prevent, enjoin or materially delay or impair the performance by such Investor of its obligations under this Agreement. There is no unsatisfied judgment or open injunction imposed upon such Investor. There is no Action that such Investor has pending against any other Person.
2.14.
Reliance on Representations and Warranties. Investor understands that the Reallocated Sponsor Shares are being offered and sold to Investor in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the parties are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Investor set forth in this Agreement in order to determine the applicability of such provisions.
2.15.
No General Solicitation. Investor is not subscribing for the Reallocated Sponsor Shares as a result of or subsequent to any general solicitation or general advertising, including but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
2.16.
Brokers. No broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the Transactions based upon arrangements made by Investor for which the newcleo, NHIC or any of their respective Affiliates may become liable.
2.17.
No Manipulation. Investor is not entering into this Agreement or the transactions contemplated hereby to create actual or apparent trading activity in any securities of NHIC or PubCo, to raise or depress or otherwise manipulate the price of any securities of NHIC or PubCo or otherwise in violation of the Exchange Act.
5. Trust Account. Subject to NHIC’s determination,
in its sole discretion, otherwise to mitigate the risk that NHIC may be deemed an investment company for purposes of the Investment Company
Act of 1940, as amended, until the earlier of (a) the consummation of the Business Combination; (b) the liquidation of the Trust Account;
and (c) 24 months from consummation of NHIC’s initial public offering or such later time as the shareholders of NHIC may approve
in accordance with the SPAC Articles, NHIC will maintain the investment of funds held in the Trust Account in interest-bearing United
States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity
of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, or maintain such
funds in cash in an interest-bearing demand deposit account at a bank. NHIC further confirms that it will not utilize any funds from
its Trust Account to pay any potential excise taxes that may become due pursuant to the Inflation Reduction Act of 2022 upon a redemption
of the Public Shares in connection with a liquidation of NHIC if it does not effect a business combination prior to its termination date.
6
6.
Disclosure; Waiver. NHIC shall (i) by 9:00 a.m., New York City time, on the first (1st) business day immediately following the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated hereby, and (ii) file with the United States Securities and Exchange Commission a Current Report on Form 8-K (the “Disclosure Document”) disclosing all material terms of this Agreement pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. NHIC agrees that the name of the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that NHIC and the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against Sponsor, PubCo, NHIC or any of their respective officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving NHIC, including without limitation, any claims arising under Rule 10b-5 of the Exchange Act; and (iii) is aware that NHIC and the Sponsor are relying on the truth of the representations set forth in Section 2 of this Agreement and the foregoing acknowledgement and waiver in this Section 6, in connection with the transactions contemplated by this Agreement. From and after the filing of the Disclosure Document, NHIC represents to the Investor that it shall have publicly disclosed all material, non-public information regarding NHIC or newcleo delivered to the Investor by or on behalf of NHIC, newcleo or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by this Agreement.
7.
Independent Nature of Rights and Obligations. Nothing contained herein, and no action taken by any party pursuant hereto, shall be deemed to constitute Investor, NHIC, newcleo and the Sponsor as, and NHIC, newcleo and the Sponsor acknowledge that Investor, NHIC, newcleo and the Sponsor do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Investor, NHIC, newcleo and the Sponsor are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any matters, and NHIC, newcleo and the Sponsor acknowledges that Investor, NHIC, newcleo and the Sponsor are not acting in concert or as a group, and NHIC, newcleo and the Sponsor shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Agreement.
8.
Most Favored Nation. In the event that, prior to the Redemption Deadline, the Sponsor or NHIC enter into one or more other non-redemption agreements in connection with the BCA Meeting, the Sponsor and NHIC represent that the terms of such other agreements are not materially more favorable to such other investors thereunder than the terms of this Agreement are in respect of the Investor. In the event that another investor is afforded any such more favorable terms than the Investor, the Sponsor shall promptly inform the Investor of such more favorable terms in writing, and the Investor shall have the right to elect to have such more favorable terms included herein, in which case the parties hereto shall promptly amend this Agreement to effect the same. For the avoidance of doubt, this Section 8 shall not apply to the PIPE Investment (as defined in the BCA), any forward purchase agreement, backstop, deferred redemption agreement, financing, exchange, settlement, commercial arrangement or other transaction that is not substantially similar to this Agreement.
9.
Incorporation by Reference. Sections 1.2 (Construction), 10.2 (Waiver), 10.3 (Notices), 10.4 (Assignment), 10.5 (Rights of Third Parties), 10.7 (Governing Law; Jurisdiction), 10.8 (Waiver of Jury Trial), 10.11 (Amendments), 10.10 (Entire Agreement), 10.13 (Severability), 10.14 (Headings; Counterparts), 10.16 (Non-Recourse) and 10.17 (Non-Survival) of the BCA are incorporated herein and shall apply to this Agreement mutatis mutandis.
7
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.
INVESTOR:
By:
Name:
[ ]
Title:
[ ]
NHIC:
NEWHOLD INVESTMENT CORP III
By:
Name:
[ ]
Title:
[ ]
SPONSOR:
NEWHOLD INDUSTRIAL TECHNOLOGY III LLC
By:
Name:
[ ]
Title:
[ ]
COMPANY:
NEWCLEO LTD.
By:
Name:
[ ]
Title:
[ ]
[Signature Page to Non-Redemption Agreement]
8
Exhibit A
Investor
Number of Reallocated Sponsor Shares*
Address: [_]
The number of Investor Shares determined as of the next business day following the Redemption Deadline multiplied by 0.1, rounded down to the nearest whole share.
SSN/EIN: [_]:
* The Forfeited Shares will equal the number of Reallocated Sponsor
Shares.
9
EX-99.1 — JOINT PRESS RELEASE DATED MAY 27, 2026
EX-99.1
Filename: ea029209701ex99-1.htm · Sequence: 8
Exhibit
99.1
newcleo,
A Developer of Advanced Nuclear Reactors and Nuclear Fuel, to Become Public Company
Through Business Combination with NewHold Investment
Corp III
● Newcleo
Ltd. (“newcleo”
or the “Company”) is an established nuclear energy company developing advanced
modular, lead-cooled fast reactors (LFRs) and mixed oxide (MOX) nuclear fuel from reprocessed
nuclear materials.
● newcleo
ranked as a leading advanced modular reactor company in Europe in an independent review by
the OECD Nuclear Energy Agency, reflecting the maturity of its technology, fuel strategy,
and project development progress.
● The
proposed business combination is intended to accelerate newcleo’s US growth
strategy, including leveraging its established European projects as a foundation for execution
and deployment.
● newcleo
operates in seven countries, with over 900 employees and generated approximately $80 million
in revenue, other income and financial income in 2024 from its nuclear equipment supply chain
operating companies.
● newcleo
has made substantial R&D investments since its founding, as demonstrated by its patent
portfolio covering 31 patent families across both its LFR design and MOX fuel processing.
● newcleo
has raised approximately $780 million of private funds since its founding in 2021 to fund this
growth as well as its licensing and siting progress.
● newcleo’s
CEO and founder Stefano Buono is an accomplished physicist and a veteran public company CEO
with a proven track record of delivering superior returns to shareholders. He is complemented
by a seasoned management team with deep nuclear industry and public company experience.
● In
October 2025 the Company announced the intention to form a strategic partnership with Oklo
Inc. (NYSE: OKLO) to build advanced nuclear fuel manufacturing infrastructure; combining
newcleo’s MOX expertise with Oklo’s U.S. metal-fuel technology in support of U.S.
energy security.
● Oklo
announced on May 26, 2026 that it has been selected by the U.S. Department of Energy (DOE)
for advanced negotiations under the Surplus Plutonium Utilization Program. In partnership
with newcleo, Oklo would lead the utilization of surplus plutonium, while newcleo
would bring relevant fuel-cycle experience.
● The
transaction values newcleo at a pre-money equity value of approximately $2.4 billion
and is expected to provide up to $429 million in gross proceeds, from a combination of PIPE
proceeds of $220 million and up to $209 million of cash held in the NewHold Investment Corp
III (Nasdaq: NHIC) (“Newhold”) trust account, before accounting for redemptions
and transaction expenses.
● The
oversubscribed PIPE is committed at $10.00 per share, with 22 million ordinary shares to be issued for a total of $220
million, and is anchored by a group of new strategic and institutional investors, with additional participation from several existing
shareholders.
● The
combined company is expected to be listed on
the Nasdaq under the ticker symbol “NWCL” following an anticipated transaction
close in the second half of 2026.
● newcleo
and NewHold will host a joint investor conference call to present the proposed transaction
on May 27, 2026, at 8:00 AM EST. To access the conference call, please visit https://www.newcleo.com/investors
or via dial-in at 1-800-267-6316 or 1-203-518-9783 with passcode NEWCLEO.
Paris,
France, and New York, NY, May 27, 2026 – Newcleo Ltd. (“newcleo” or the “Company”), a pioneer
in advanced modular reactor (“AMR”) technology and nuclear fuel manufacturing, and NewHold Investment Corp III (Nasdaq: NHIC)
(“NewHold”), a publicly listed special purpose acquisition company, today announced that they have entered into a definitive
agreement for a business combination that would result in newcleo becoming a publicly traded company on the Nasdaq under the ticker
symbol “NWCL.”
Company
Background
Founded
in 2021, newcleo is pioneering the next generation of nuclear technologies through its advanced modular (AMR) lead-cooled fast
reactors (LFRs) utilizing mixed-oxide (MOX) fuel – a proven nuclear fuel made from reprocessed nuclear waste and nuclear materials
– to create safe, clean and competitive nuclear energy.
newcleo’s
technology platform builds on established nuclear technology principles with proprietary and modernized reactor and fuel manufacturing
approaches, alongside an innovative and vertically integrated business model, enabling the closure of the nuclear fuel cycle and addressing
three critical challenges of the nuclear industry: costs, safety and waste management.
newcleo
has established operations, with over 900 employees in 16 offices across 7 countries, a deep IP portfolio with 31 patent families, along
with existing revenue streams, having generated $80 million in revenue, other income and financial income in 2024 from its operating
companies.
newcleo’s
200MWe (480MWth) commercial reactor design is aimed at addressing critical industry needs by supplying combined electricity and high-temperature
heat to energy intensive off-takers across industries, including data centers, chemicals, steel, glass, ceramics and paper manufacturing.
The Company’s LFRs are designed to reduce certain severe accident risks by design by combining the intrinsic properties of lead
with passive safety systems and atmospheric pressure operations.
The
Company’s reactors are designed to be fueled by proprietary MOX fuel, a proven nuclear fuel produced from reprocessed nuclear waste and
other materials that have been used commercially in PWR reactors for over 50 years. Use of MOX fuel in fast reactors, like newcleo’s
own, enables the recycling of spent nuclear fuel and other nuclear materials into new usable fuel. Newcleo’s approach does
not require freshly mined uranium to operate nuclear reactors; thereby lowering supply chain risk, mitigating bottlenecks connected with
fuel availability, and provides an alternative to the current cost of disposing of long-lived radioactive waste. This approach allows
countries with substantial inventories of spent nuclear fuel to convert what is currently a long-term liability into a domestic energy
resource.
According
to an independent analysis by the OECD’s Nuclear Energy Agency on project maturity indicators (Licensing, Fuel, Financing, Supply
Chain, Siting, Engagement), newcleo’s reactor design ranked first among fast reactors in Europe, second among fast reactors worldwide
and second among European SMRs.
Cofounded
by Stefano Buono, an accomplished physicist and entrepreneur, Luciano Cinotti, a leading expert in fast reactor technologies who has
authored among the largest number of global LFR patents and chaired the LFR Steering Committee of the Generation-IV International Forum,
and Elisabeth Rizzotti, CERN alumna with extensive management experience in management consulting and banking, newcleo’s management
team brings extensive experience in nuclear technology and public company execution.
Buono,
a CERN alumnus who worked alongside Nobel prize laureate Carlo Rubbia, previously founded and served as CEO of nuclear medicine company
Advanced Accelerator Applications S.A., which was listed on Nasdaq (Nasdaq: AAAP) in 2015 and was subsequently sold to Novartis in 2018
for $3.9 billion.
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Company
Business Model
newcleo
has developed a scalable, asset-light business model based on a complementary product portfolio and a vertically integrated supply chain.
The Company’s potential revenue streams include IP license fees for its reactor designs and MOX fuel manufacturing technology,
MOX fuel supply sales and EPCM and manufacturing services connected to the provision of these technologies to third parties, as well
as profit sharing arrangements associated with minority equity ownership in LFR projects and MOX fuel manufacturing facilities.
newcleo
already generates revenue through EPCM and manufacturing services provided to a variety of customers through its wholly-owned supply
chain subsidiaries – S.R.S., Fucina and Rutschi – reducing capital risk while enabling rapid scaling through the vertical
integration of key reactor component manufacturing to shorten deployment timelines and reduce supply-chain bottlenecks.
Potential
customers for the Company include utilities and nuclear operators as well as industrial and infrastructure energy offtakers across a
range of industries including data centers, chemicals, refining, steel, cement, maritime, glass, ceramics and paper, all of which require
electricity and industrial heat to support their operations.
The
Company is in advanced discussions with potential customers and is actively developing its project pipeline, with a target pipeline of
approximately 9.2 GW of advanced commercial opportunities, including a state-backed project in Slovakia to deploy up to four 200MWe commercial
reactors and enable the recycling of the country’s current nuclear material stockpile.
Established
European Projects and Strategic U.S. Market Opportunities
newcleo
has a significant European footprint. The Company has established a joint venture with JAVYS, the Slovakian state-owned nuclear decommissioning
and waste management company, to deploy up to four LFR-AS-200 reactors at the Bohunice nuclear site in Slovakia.
In
June 2025, newcleo and engineering company NEXTCHEM established NEXT-N as a joint venture company to provide engineering services
for the conventional island and balance of plant of newcleo’s own and third-party SMR projects.
The
Company has also formed strategic partnerships with industry leading publicly listed companies like Saipem, Fincantieri, Danieli, and
Maire to develop industry-specific applications for its LFRs in energy-intensive industries. Some of these companies are also newcleo
shareholders, underscoring their long-term commitment to the Company’s success.
The
Company has also established significant momentum in the U.S. market through strategic partnerships and government engagement. In October
2025, newcleo announced a partnership with Oklo Inc. (NYSE: OKLO) to build advanced fuel manufacturing infrastructure in the U.S.,
combining newcleo’s European MOX expertise with Oklo’s U.S. metallic fuel technology.
Oklo
announced on May 26, 2026 that it has been selected by the U.S. Department of Energy (DOE) for advanced negotiations under the Surplus
Plutonium Utilization Program. In partnership with newcleo, Oklo would lead the utilization of surplus plutonium, while newcleo
would bring relevant fuel-cycle experience. Oklo and newcleo view the program as a pathway for disposal through use: converting
material that already exists into fuel for advanced reactors, using it to generate reliable electricity, and consuming it through fission
under stringent security, safeguards, and material control requirements.
3
Reactor
and Fuel Regulatory Progress in Europe and the U.S.
newcleo
is engaged with nuclear regulators in Europe and the US for its LFR design and MOX fuel fabrication facilities.
newcleo
has engaged extensively with France’s nuclear safety and radiation protection authority (ASNR) and has submitted its so called
nuclear “Safety Options File” for both its LFR and advanced fuel fabrication facility. The ASNR Expert Opinion of December
2025 for the MOX fuel fabrication facility considered the safety options adopted by newcleo to be satisfactory and offered recommendations
to be adopted in the project’s detailed design and future licence application. The ASNR assessment of the LFR safety functions
and approach is expected by end of 2026 and should support the development of the detailed design and future licence application.
In
July 2025, newcleo identified the site in Nogent-sur-Seine (north-eastern France) where it plans to deploy its advanced fuel manufacturing
facility. In line with national licensing regulations, a 4-month national public debate was launched in early April by regulators to
collect public opinions on both the LFR and MOX fuel fabrication facility projects. In December 2025, newcleo also began its safeguards-by-design
engagement with EURATOM for its LFR design, an essential step to comply with adequate anti-proliferation measures by design which is
a prerequisite of a future license application.
To
support potential future licence applications in other European countries, newcleo invited and hosted regulatory authorities from
Belgium, Slovakia and Sweden to attend seminars held with ASNR on newcleo’s LFR design and related safety options, giving them
the opportunity to become more familiar with the technology and the associated regulatory work.
In
the U.S., newcleo began its pre-application engagement with the Nuclear Regulatory Commission in March 2026 for its LFR and MOX
fuel fabrication technologies and intended first projects in that market. Regulatory engagement plans for each project are being developed
with biweekly meetings occurring between the organizations.
Extensive
R&D Program Focused on Delivery
Since
2022, newcleo has collaborated with the Italian National Agency for New Technologies, Energy and Sustainable Economic Development
(ENEA) to deploy a unique LFR R&D program at ENEA’s Brasimone Research Center in Italy. The collaboration builds on ENEA’s
20+ years of R&D activities on lead-cooled reactor technologies. newcleo has invested over $70 million to design, manufacture
and install research facilities at the center, including OTHELLO, a 2MWth liquid-lead experimental loop that began operations in April
2026, and PRECURSOR, a 10 MWth electricity-generating, non-nuclear demonstration reactor system which is currently being installed and
is expected to be completed by the end of 2026. The facilities at the site allow newcleo to conduct extensive testing of innovative
materials and components, undertake system qualification, and provide real-world operational data to accelerate the deployment of its
reactors.
To
further strengthen its R&D and licensing efforts, the Company has also established partnerships with the French Alternative Energies
and Atomic Energy Commission (CEA) and the Japanese Atomic Energy Agency (JAEA). JAEA’s owns and operates Joyo, the only reactor
with a high-flux fast neutron spectrum accessible in the western world. Together, newcleo and JAEA will conduct irradiation tests
in Joyo on structural and core materials, supporting newcleo’s qualification efforts and fuel manufacturing strategy.
Management
Commentary
“This
transaction represents a pivotal moment for newcleo as we accelerate our mission of closing the nuclear fuel cycle and safely
producing clean and competitive low carbon energy,” said Stefano Buono, CEO and co-founder of newcleo. “The capital
raised as part of this strategic transaction, combined with public market access, will enable us to rapidly advance our reactor deployment
and fuel manufacturing capabilities across Europe and the United States. newcleo is positioned to deliver a competitive solution
to the world’s clean energy needs while reducing existing and future nuclear waste liabilities.”
4
“newcleo
represents a unique opportunity to invest in the future of clean energy through proven advanced nuclear technologies,” said Kevin
Charlton, CEO of NewHold. “The Company’s innovative approach to both reactor design and nuclear fuel recycling positions it
at the forefront of the energy transition while supporting energy independence and security
needs, aligned with European and US government strategies.”
Transaction
Overview
The
transaction values newcleo at a pre-money equity value of approximately $2.4 billion and is expected to provide up to $429 million in
gross proceeds, to newcleo, from a combination of PIPE proceeds of $220 million and up to $209 million of cash held in the NewHold
Investment Corp III (Nasdaq: NHIC) (“Newhold”) trust account, before accounting for redemptions and transaction expenses.
In connection with the closing of the transaction, each Class A share of NewHold that has not been redeemed for cash in accordance with
the terms of its organizational documents will convert to an ordinary share of newcleo on a one-for-one basis.
The
oversubscribed PIPE is committed at $10.00 per share, with 22 million ordinary shares of to be issued for a total of $220 million, and
is anchored by a group of new strategic and institutional investors, with additional participation from several existing shareholders.
Additionally, certain trust shareholders have entered into non-redemption agreements. newcleo has also raised and closed upon
over $150 million over the past 12 months through a series of private rounds leading into the PIPE transaction, bringing total funds
raised since 2021 to approximately $780 million.
newcleo’s
existing management team will continue to lead the combined company following the close of the transaction. Under the terms of the agreement,
existing newcleo shareholders will roll over 100% of their equity, demonstrating strong confidence in the Company’s prospects.
The
proposed transaction has been unanimously approved by the boards of directors of both NewHold and newcleo. The transaction is
expected to close in the second half of 2026, subject to customary closing conditions, including approval by NewHold shareholders and
other regulatory approvals. All cash remaining on the combined company’s balance sheet at the closing of the transaction, after the settlement
of transaction-related expenses, is expected to be utilized by the combined company for working capital, growth, and other general corporate
purposes.
Additional
information about the proposed transaction, including a copy of the business combination agreement and the investor presentation, will
be provided in a report on Form 8-K to be filed by NewHold with the U.S. Securities and Exchange Commission (“SEC”) and available
at www.sec.gov.
Investor
Conference Call Information
newcleo
and NewHold will host a joint investor conference call to present the proposed transaction on May 27, 2026, at 8:00 AM EST. To access
the conference call, please visit https://www.newcleo.com/investors or via dial-in at 1-800-267-6316 or 1-203-518-9783 with passcode
NEWCLEO.
Advisors
Guggenheim
Securities is acting as financial advisor and capital markets advisor to newcleo. Goldman Sachs & Co. LLC is acting as lead
placement agent to newcleo. BTIG is acting as placement agent and capital markets advisor to newcleo. Davis Polk &
Wardwell LLP is acting as legal advisor to newcleo. Loeb & Loeb LLP is acting as legal counsel to NewHold. Latham & Watkins
LLP is acting as legal counsel to the placement agents. ICR is acting as strategic communications advisor to newcleo.
5
About
newcleo
newcleo
is an innovative nuclear energy company developing AMRs cooled by liquid lead, and nuclear fuel from recycled nuclear waste, with
the goal of delivering abundant, competitive, low-carbon energy. The Company was founded by physicist-entrepreneur Stefano Buono
following the USD 3.9 billion sale of his previous venture – Nasdaq-listed nuclear medicine company Advanced Accelerator
Applications – to Novartis. With over $80 million in revenue, other income, and financial income in 2024 including from its
operating companies, approximately $780 million in private funding, and more than 900 highly skilled employees across Europe
and the 6 United States, the Company has built a network of over 100 industry partnerships and supports its growth through the
targeted acquisition and vertical integration of key companies in the nuclear supply chain. Visit www.newcleo.com.
About
NewHold Investment Corp III
NewHold
Investment Corp III is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for
the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses. While NewHold may pursue a business combination in any sector, NewHold’s primary focus is on growing
industrial and business services companies. NewHold is led by an experienced management team with Kevin Charlton as Chief Executive Officer,
Samy Hammad as President and Chief Operating Officer and Polly Schneck as Chief Financial Officer. For more information visit https://nhicspac.com.
Important
Information for Investors and Shareholders
NewHold
and newCleo Ltd. (“newcleo”) intend to file with the Securities and Exchange Commission (the “SEC”) a Registration
Statement on Form F-4 (as may be amended, the “Registration Statement”), which will include a preliminary proxy statement
of NewHold and a prospectus of newcleo (the “Proxy Statement/Prospectus”) in connection with the proposed business combination
between NewHold and newcleo (the “Business Combination”), the private placements of securities in connection with the Business
Combination, if any (the “Private Placement Transactions”), and the other transactions contemplated by the Business Combination
Agreement and/or as described in this press release (together with the Business Combination and the Private Placement Transactions, the
“Proposed Transactions”). The definitive proxy statement and other relevant documents will be mailed to shareholders of NewHold
as of the record date to be established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus.
NewHold and/or newcleo will also file other documents regarding the Proposed Transactions with the SEC. This press release does not contain
all of the information that should be considered concerning the Proposed Transactions and is not intended to form the basis of any investment
decision or any other decision in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS
OF NEWHOLD AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS
THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION
WITH NEWHOLD’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED
TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION
ABOUT NEWHOLD, NEWCLEO AND THE PROPOSED TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration
Statement and the Proxy Statement/Prospectus and all other documents filed or to be filed with the SEC by NewHold and newcleo, without
charge, once available, on the SEC’s website at www.sec.gov, or by directing a request to: NewHold Investment Corp. III, 52 Vanderbilt
Avenue, Suite 2005, New York, New York 10017, or to: newCleo Ltd., 55 South Audley Street London, W1K 2QH, United Kingdom.
NEITHER
THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON
THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION, OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE
IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
6
The
securities to be issued by newcleo in connection with the Proposed Transactions have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), except pursuant to the Registration Statement once declared effective by the SEC,
and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements
of the Securities Act.
Participants
in the Solicitation
NewHold,
newcleo and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of
proxies from NewHold shareholders in connection with the Business Combination. A list of the names of NewHold’s directors and executive
officers and information regarding their interests in the Business Combination and their ownership of NewHold’s securities is,
or will be, contained in NewHold’s filings with the SEC. Additional information regarding the interests of the persons who may,
under SEC rules, be deemed participants in the solicitation of proxies from NewHold shareholders in connection with the Business Combination,
including the names and interests of newcleo’s directors and executive officers, will be set forth in the Proxy Statement/Prospectus,
which is expected to be filed by NewHold and newcleo with the SEC. Investors and security holders may obtain free copies of these documents
as described above.
No
Offer or Solicitation
This
press release is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization, with
respect to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or exchange, or a solicitation
of an offer to buy or exchange the securities of NewHold or newcleo, or any commodity or instrument or related derivative, nor shall
there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made
except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with
their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Forward-Looking
Statements
This
press release contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the
Proposed Transactions and the parties thereto. All statements contained in this press release other than statements of historical fact,
including, without limitation, statements regarding the Business Combination between NewHold and newcleo; the anticipated benefits and
timing of the transaction; expected trading of the combined company’s securities on Nasdaq; the completion of investments from
certain institutional investors; the expected amount of gross proceeds from any investments or other financing arrangements; the anticipated
use of proceeds from such investments or financing arrangements; newcleo’s development and commercialization of its lead-cooled
fast reactor technology, mixed-oxide fuel capabilities and related products and services; the expected timing, cost, performance and
benefits of newcleo’s demonstration projects, fuel facilities, reactor deployments and licensing activities; newcleo’s ability
to execute its business strategy, develop its technology, obtain required regulatory approvals, permits and licenses, enter into commercial
arrangements, achieve its market opportunity and positioning and support the growth of advanced nuclear energy; newcleo’s expectations
regarding strategic partnerships, customer demand, project pipeline, revenue streams, capital expenditures and financing needs; and other
statements regarding management’s intentions, beliefs, or expectations with respect to the combined company’s future performance,
are forward-looking statements.
Forward-looking
statements are often identified by the use of words such as “anticipate,” “believe,” “continue,”
“could,” “develop,” “estimate,” “expect,” “intend,” “may,” “might,”
“plan,” “potential,” “predict,” “project,” “seek,” “should,”
“target,” “will,” “would,” and similar expressions, but the absence of these words does not mean
that a statement is not forward-looking.
7
These
forward-looking statements are based on the current expectations and assumptions of NewHold and newcleo and are subject to risks and
uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
Such risks and uncertainties include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could
delay or prevent the consummation of the proposed Business Combination; (2) the outcome of any legal proceedings that may be instituted
against NewHold, newcleo, the combined company, or others following the announcement of the Proposed Transactions; (3) the inability
to complete the Business Combination due to failure to obtain NewHold shareholder approval or satisfy other closing conditions; (4) the
inability to complete any Private Placement Transactions or other financing arrangements on the expected terms, or at all; (5) changes
to the structure, timing or terms of the Proposed Transactions; (6) the ability of the combined company to meet applicable listing standards
or to maintain the listing of its securities following the closing of the Business Combination; (7) the risk that the announcement and
consummation of the transaction disrupts current plans, operations, relationships with customers, suppliers, regulators, partners and
employees, or newcleo’s ability to retain key personnel; (8) the ability to recognize the anticipated benefits of the Business
Combination, including the ability to fund and execute newcleo’s technology development, licensing, manufacturing, fuel supply
and commercialization plans; (9) risks related to newcleo’s early stage of development, limited operating history and expected
need for substantial additional capital to develop, license, construct and commercialize its technologies and facilities; (10) risks
related to the development, demonstration, licensing and deployment of advanced nuclear technologies, including newcleo’s lead-cooled
fast reactor technology and mixed-oxide fuel strategy; (11) risks related to technical performance, engineering, manufacturing, construction,
supply chain, fuel availability, cost estimates, project delays, cost overruns, corrosion, materials performance, safety, reliability
and other development or operational challenges; (12) risks related to obtaining, maintaining or complying with required regulatory approvals,
permits, authorizations, licenses and export control approvals in the United States, the United Kingdom, France, Italy, the European
Union and other jurisdictions in which newcleo may operate; (13) changes in market, regulatory, political and economic conditions affecting
the nuclear energy industry, advanced reactor development, energy markets, capital markets and infrastructure financing; (14) the costs
related to the Proposed Transactions and those arising as a result of becoming a public company; (15) the level of redemptions of NewHold’s
public shareholders, which may reduce the amount of cash available to the combined company and may reduce the public float of, reduce
the liquidity of the trading market of, and/or maintain the quotation, listing or trading of securities of NewHold or newcleo; (16) risks
related to increased competition in the industries in which newcleo will operate; (17) risks related to changes in U.S. or foreign laws
and regulations applicable to nuclear energy, export controls, sanctions, trade restrictions, foreign investment, environmental protection,
health and safety, securities and public company reporting; (18) the possibility that the combined company may be adversely affected
by competitive factors, investor sentiment, litigation, cybersecurity incidents, geopolitical developments or other macroeconomic conditions;
(19) the risk of being considered to be a “shell company” by any stock exchange on which newcleo securities will be listed
or by the SEC, which may impact the ability to list newcleo’s securities and restrict reliance on certain rules or forms in connection
with the offering, sale or resale of securities; and (20) other risks detailed from time to time in NewHold’s filings with the
SEC, including the Registration Statement and related documents filed or to be filed in connection with the Business Combination.
The
foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties
described in the “Risk Factors” section of the final prospectus of NewHold dated February 27, 2025 and filed by NewHold with
the SEC on February 28, 2025, NewHold’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April
1, 2026, the Registration Statement and Proxy Statement/Prospectus that will be filed by newcleo and NewHold, and other documents filed
by NewHold and newcleo from time to time with the SEC, as well as the list of risk factors included herein. These filings do or will
identify and address other important risks and uncertainties that could cause actual results to differ materially from those contained
in the forward-looking statements. Additional risks and uncertainties not currently known or that are currently deemed immaterial may
also cause actual results to differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned
not to put undue reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation
or intends to update or revise these forward-looking statements, each of which is made only as of the date of this press release.
#
# #
For
investor inquiries:
newcleo@icrinc.com
For
media inquiries:
newcleo
press office
media@newcleo.com
U.S.
media inquiries
newcleo@icrinc.com
8
EX-99.2 — INVESTOR PRESENTATION DATED MAY 27, 2026
EX-99.2
Filename: ea029209701ex99-2.htm · Sequence: 9
Exhibit
99.2
May 2026 Investor Presentation Private and Confidential
Disclaimer 2 Investor Presentation / May 2026 This presentation (the "Presentation") has been prepared solely for the purpose of furnishing information on a confidential basis to interested parties to assist them in making their own evaluation with respect to the contemplated private capital raise and related transactions involving NewHold Investment Corp III ("NewHold") (collectively, the "Transactions") by newcleo Ltd. (the "Company" or "newcleo") and is being delivered solely to recipients that are (i) "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), (ii) sophisticated institutional "accredited investors" within the meaning of Rule 501(a) under the Securities Act or (iii) if located in the United Kingdom or European Union, "qualified investors" (within the meaning of the UK or EU Prospectus Regulations, as applicable) (any such recipient, together with its subsidiaries and affiliates, the "Recipient") to you on behalf of the Company and NewHold by Goldman Sachs & Co. LLC ("Goldman Sachs") and BTIG, LLC ("BTIG"), as financial advisors, placement agents and/or arrangers to the Company, as the case may be, in connection with the Transactions. This information is strictly confidential and proprietary, and its disclosure to an unauthorized recipient could cause significant harm to the Company. By accepting this Presentation, you and your affiliates agree to maintain this information in the strictest confidence and to protect and safeguard this Presentation against any unauthorized publication or disclosure. Without the express prior written consent of the Company, this Presentation and any information contained within it may not be (i) reproduced (in whole or in part), (ii) copied at any time, (iii) used for any purpose other than your evaluation of the Company and the Transactions or (iv) provided to any person except your employees and advisors with a need to know who are advised of the confidentiality of the information, except to the extent required by law. You acknowledge that you are (a) aware that the United States securities laws prohibit any person who has material non-public information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities and (b) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), and that you will neither use, nor cause any third party to use, this Presentation or any information contained herein in contravention of the Exchange Act, including, without limitation, Rule 10b-5 thereunder. You also acknowledge and agree that this Presentation may contain material non-public information concerning the Company. By accepting this Presentation and the information contained herein, you and your institution expressly agree to use this Presentation and the information contained herein in accordance with your compliance policies, contractual obligations and applicable laws, including United States federal and state securities laws and comply with the confidentiality obligations and other requirements set forth herein. This Presentation supersedes and replaces all previous oral or written communications between the parties hereto relating to the subject matter hereof. This Presentation and any oral statements made in connection with this Presentation shall not constitute an offer to sell or a solicitation of an offer to buy securities or an invitation or inducement to engage in investment activity, 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 of such securities under the securities law of any such jurisdiction. This Presentation does not constitute either advice or a recommendation regarding any securities. Any offer of securities, if made, may be made only through definitive offering documents, including, but not limited to, a subscription agreement and related documentation, and will be made in reliance on an exemption from registration under the Securities Act for offers and sales of securities that do not involve a public offering. The information contained herein is qualified in its entirety by reference to the definitive offering documents. The Company, NewHold, Goldman Sachs and BTIG reserve the right to withdraw or amend the proposed offering for any reason and to reject any subscription agreement for any reason or no reason. Notwithstanding anything contained herein, there can be no assurance that the Transactions will be consummated on the terms described herein, within the time periods contemplated hereby, or at all. Any securities to be offered by the Company in connection with the Transactions to which this Presentation relates have not been registered under the Securities Act or applicable state or foreign securities laws. The opportunity to participate in the Transactions is being offered only to a limited group of sophisticated institutional investors, including "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act and "accredited investors" within the meaning of Rule 501(a) under the Securities Act that are also "institutional accounts" (as defined in Rule 4512(c) of the Financial Industry Regulatory Authority) or, if located in the United Kingdom or European Union, are "qualified investors" (within the meaning of the UK or EU Prospectus Regulations, as applicable) and are understood to be experienced in and have a potential interest in investments of the kind described herein. The securities of the Company may not be offered or sold in the United States absent a registration statement or an applicable exemption from the registration requirements of the Securities Act. The securities of the Company have not been approved or disapproved by the Securities and Exchange Commission, any state securities commission or other United States or foreign regulatory authority. No representations or warranties, express or implied, are given in, or in respect of, this Presentation. This Presentation is subject to updating, completion, revision, verification and further amendment. None of the Company, NewHold, or their respective affiliates has authorized anyone to provide interested parties with additional or different information. No securities regulatory authority has expressed an opinion about the securities discussed in this Presentation or determined if this Presentation is truthful, accurate or complete, and it is an offense to claim otherwise. None of the Company, NewHold, Goldman Sachs, BTIG or any of their respective subsidiaries, equity holders, affiliates, representatives, partners, members, directors, officers, employees, advisers or agents (collectively, "Representatives") makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein or any other written, oral or other communications transmitted or otherwise made available to the recipient in the course of its evaluation of the Transactions, and nothing contained herein shall be relied upon as a promise or representation whether as to the past or future performance. To the fullest extent permitted by law, none of the Company, NewHold, Goldman Sachs, BTIG or any of their respective Representatives shall be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its accuracy or sufficiency, its omissions, its errors, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. The information contained in this Presentation is provided as of the date hereof and may change, and none of the Company, NewHold, Goldman Sachs, BTIG or any of their respective Representatives undertakes any obligation to update such information, including in the event that such information becomes inaccurate or incomplete. The general explanations included in this Presentation cannot address, nor is intended to address, your specific investment objectives, financial situations or financial needs. Portions of the information contained herein may have been generated using artificial intelligence, which is primarily used to gather general market or industry data and to compile company specific information to facilitate the recipient's preliminary review. Any pro forma financial information, capitalization, ownership percentages or other post-Transactions information included herein is presented for illustrative purposes only, is based on assumptions and estimates deemed reasonable by management as of the date hereof, and is subject to change, which may be material. Recipients of this Presentation are not to construe its contents, or any prior or subsequent communications from or with the Company, NewHold, Goldman Sachs, BTIG or any of their respective Representatives, as investment, legal or tax advice. In addition, this Presentation does not purport to be all inclusive or to contain all of the information that may be required to make a full analysis of the Company, NewHold and the Transactions. Recipients of this Presentation should read the definitive documents for the Transactions and make their own evaluation of the Company, NewHold and the Transactions and of the relevance and adequacy of the information and should make such other investigations as they deem necessary.
Disclaimer 3 Investor Presentation / May 2026 You are urged to request any additional information you may consider necessary or desirable in making an informed investment decision. None of Goldman Sachs, BTIG or any of their respective Representatives is acting as a financial advisor, placement agent, arranger or in any other advisory capacity to you with respect to the Transactions or owes such recipient any duty of loyalty or care (whether in contract, in tort or otherwise) with respect to this Presentation or the Transactions (and each of Goldman Sachs and BTIG, on behalf of itself and its respective Representatives, expressly disclaims any such advisory, fiduciary or similar relationship). You (and your Representative, if any) are invited, prior to the entry into any definitive documentation with respect to the Transactions, to ask questions of, and receive answers from, the Company and NewHold concerning the Transactions and to obtain additional information regarding the Transactions, to the extent the same can be acquired without unreasonable effort or expense, in order to verify the accuracy of the information contained herein. If you decide not to participate in the Transactions, or if the Company, NewHold, Goldman Sachs or BTIG so requests at any time, you will promptly return to the Company, NewHold, Goldman Sachs or BTIG all materials furnished to you in connection with the Transactions, including this Presentation, without retaining any copies thereof (except copies retained for bona fide legal or compliance purposes). Projections and Other Forward-Looking Statements This Presentation (and any oral statements regarding the subject matter of this Presentation) contains certain forward-looking statements, within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act, that are based on our management's beliefs and assumptions and on information currently available to management with respect to the Company and the Transactions, including the proposed transactions involving NewHold, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding the Company and statements regarding the anticipated benefits and timing of the completion of the Transactions, and the Company's expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "potential," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. The actual results could differ materially from those expressed in, or implied by, these forward-looking statements, and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur. In addition, many factors could cause actual future events to differ materially from the forward-looking statements in this Presentation. There may also be additional risks that the Company does not presently know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Recipients are cautioned not to put undue reliance on forward-looking statements, and none of the Company, NewHold, Goldman Sachs, BTIG or any of their respective Representatives assumes any obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of the Company, NewHold, Goldman Sachs, BTIG or any of their respective Representatives gives any assurance that these expectations will be achieved on the time periods expected or at all. To the extent this Presentation includes projected financial information or operating metrics, such projections and metrics are based on assumptions that are inherently subject to significant business, economic, regulatory, market and competitive uncertainties, and actual results may differ materially from those expressed in, or implied by, such projections or metrics. Inclusion of any such projections or metrics should not be regarded as a representation by the Company, NewHold or any other person that such results will be achieved, and recipients should not place undue reliance on such projections or metrics. Industry and Market Data This Presentation has been prepared by the Company and its Representatives and includes market data and other statistical information from third-party industry publications and sources as well as from research reports prepared for other purposes. Although the Company believes these third-party sources are reliable as of their respective dates, none of the Company, Goldman Sachs, BTIG or any of their respective Representatives has independently verified the accuracy or completeness of this information and cannot assure you of the data's accuracy or completeness. Some data are also based on the Company's good faith estimates, which are derived from both internal sources and the third-party sources. None of the Company, Goldman Sachs, BTIG or any of their respective Representatives makes any representation or warranty with respect to the accuracy of such information. Non-GAAP/Non-IFRS Measures This Presentation may include certain non-GAAP and/or non-IFRS financial measures that management believes provide useful supplemental information regarding the performance of the business. Such measures should not be considered in isolation or as a substitute for measures prepared in accordance with GAAP or IFRS, as applicable. Other companies may calculate such measures differently, and therefore such measures may not be comparable to similarly titled measures presented by other companies. Trademarks and Intellectual Property All trademarks, service marks, and trade names of a person or its affiliates used herein are trademarks, service marks, or registered trade names of such person or its affiliate, as noted herein. Any other product, company names, or logos mentioned herein are the trademarks and/or intellectual property of their respective owners, and their use is not alone intended to, and does not alone imply, a relationship with any person, or an endorsement or sponsorship by or of any party. Solely for convenience, the trademarks, service marks and trade names referred to in this Presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that any person or the applicable rights owner will not assert, to the fullest extent under applicable law, their rights or the right of the applicable owner or licensor to these trademarks, service marks and trade names.
Risk Factors 4 Investor Presentation / May 2026 Certain factors may have a material adverse effect on the business, financial condition and results of operations of NewHold, newcleo or any combined company created pursuant to the Transactions (the "Combined Company" and, together with NewHold and newcleo, the "Parties") and your proposed investment through the Transactions. Additional risks that the Parties are unaware of, or that the Parties currently believe are not material, may also become important factors that materially adversely affect any of the Parties. If any of the following risks actually occur, the business, financial condition, results of operations and future prospects of the Parties could be materially and adversely affected. In that event, the trading price of the Combined Company's securities following the Transactions could decline, and you could lose all or part of your investment. Many of the risks and uncertainties affecting the Combined Company below are also relevant to an investment in NewHold, and investors in NewHold may be affected by such risks and uncertainties. Risks Related to newcleo's Business and Operations Following the Transactions • newcleo has not yet constructed any LFR power plants or MOX fuel manufacturing plants or entered into any binding contract with any customer to operate an LFR or MOX fuel manufacturing plant, and there is no guarantee that it will be able to do so in the future. • newcleo has a limited commercial operating history in a rapidly evolving industry. As a result, it is difficult to evaluate and prepare for all the risks and challenges it may encounter. • newcleo has no experience in operating a company that builds and operates commercial nuclear power plants or that licenses customers' technology to build and operate commercial nuclear power plants. • newcleo is an early-stage company with a history of financial losses, and it expects to incur significant expenses and continuing financial losses at least until its LFR and fuel manufacturing plants become commercially viable, which may never occur. • newcleo's construction and delivery timeline estimates for its plants, facilities and other equipment may increase due to a number of factors, including the degree of pre-fabrication, standardization, licensing regulation, on-site construction, long-lead procurement, contractor performance, plant pre-operational and startup testing and other site-specific considerations. • newcleo's LFRs are expected to rely on MOX fuel. • Building a new LFR plant or fuel manufacturing plant is challenging as a result of many factors, including regulatory and construction complexity, and may take longer or cost more than newcleo expects. • newcleo's LFR and fuel manufacturing plants may not operate as planned. • newcleo's supply base may not be able to scale to the production levels necessary to meet sales projections. • newcleo relies on a limited number of suppliers for certain materials and supplied components, some of which are highly specialized and are being designed for first-of-a-kind or sole use in its plants, and newcleo and its third-party vendors may not be able to obtain sufficient materials or supplied components to meet their manufacturing and operating needs or obtain such materials on favorable terms. • newcleo's business operations rely heavily on securing agreements with suppliers for essential materials and components that will be used to construct its plants. • newcleo's plant designs may not attract customers as quickly as it expects, or at all. • Customers may rescind or back out of non-binding agreements, which could adversely affect newcleo's revenue streams, project timelines and overall financial performance. • newcleo depends on key executives, management and other highly skilled personnel to execute its business plan and conduct its operations, and the departure of key personnel could have a material adverse effect on its business. • newcleo's business plan requires it to attract and retain qualified personnel, including personnel with highly technical expertise, and its failure to do so could have a material adverse effect on its business. • Some members of newcleo's management team have limited experience in operating a public company. • If newcleo fails to manage its growth effectively, it may be unable to execute its business plan, which could have a material adverse effect on its business prospects, financial condition, results of operations and cash flows. • There is limited to no commercial operating experience for lead-cooled fast reactors of this type, configuration and scale, which creates risks in cost and timeline estimates and may result in greater than expected construction cost, licensing timelines, deployment timelines, maintenance requirements, differing power output and greater operating expense. • Successful commercialization of new, or further enhancements to existing, alternative carbon-free energy generation technologies may prove to be more cost effective or appealing to the global energy markets and therefore may adversely affect market demand for newcleo's LFRs and plants. • The market for alternative carbon-free energy generation technologies has not yet been established and may not achieve the potential newcleo expects or may grow more slowly than expected. • Competition from existing or new competitors or technologies could cause newcleo to experience downward pressure on prices, fewer customer orders, reduced margins, the inability to take advantage of new business opportunities and the loss of market share.
Risk Factors 5 Investor Presentation / May 2026 • The cost of MOX fuel may not be cost competitive with energy generated from other sources, which could materially and adversely affect newcleo's business prospects, financial condition, results of operations and cash flows. • Changes in the availability and cost of oil, natural gas and other forms of energy are subject to volatile market conditions that could adversely affect newcleo's business prospects, financial condition, results of operations and cash flows. • newcleo's investment in MOX fuel production may not provide the return it expects, and the market for recycled nuclear fuel in the United States and abroad may never be established or may be smaller or grow more slowly than expected. • newcleo and its customers operate in a politically sensitive environment, and negative public and political perceptions of nuclear energy and radioactive materials could materially and adversely affect newcleo, its customers and the markets in which it operates. • Incidents involving nuclear energy facilities in the United States or globally, including accidents, terrorist acts or other high-profile events involving radioactive materials, could materially and adversely affect the public perception of the safety of nuclear energy, newcleo's customers and the markets in which it operates. • Russia's invasion of Ukraine is severely and unpredictably impacting global energy markets and supply chains, and rising concerns over a second severe nuclear accident in Ukraine could seriously hurt public reception to nuclear energy. • newcleo's ability to protect its patents and other intellectual property rights may be challenged and is not guaranteed. If newcleo is unable to protect its intellectual property rights, its business and competitive position may be harmed. • newcleo currently enjoys only limited geographical protection with respect to certain issued patents and trademarks and may not be able to protect its intellectual property rights throughout the world. • newcleo may need to defend itself against intellectual property infringement claims, which may be time-consuming and could cause it to incur substantial fees and costs. • newcleo may be subject to claims of ownership and other rights to its patents and other intellectual property by third parties. • Compliance with the reporting obligations under the U.S. securities laws and Section 404 of the Sarbanes-Oxley Act requires expenditures of capital and other resources and may divert management's attention. If newcleo fails to comply with these reporting obligations or to maintain adequate internal controls, its operations, and investors' confidence in it, could be materially and adversely affected. • newcleo is subject to information technology and cyber security threats that could have adverse effects, including regulatory enforcement consequences, on its business and results of operations. Macroeconomic Risks Relating to newcleo's Business • newcleo may experience a disproportionately larger impact from inflation and rising costs. • Uncertain global macroeconomic and political conditions could materially adversely affect newcleo's business prospects, financial condition, results of operations and cash flows. • newcleo's cost estimates are highly sensitive to broader economic factors, and its ability to control or manage its costs may be limited. • The direct and indirect impact on newcleo and its customers from severe weather and other effects of climate change could adversely affect newcleo's financial condition, operating results and cash flows. • The occurrence of adverse events, cancellations of significant projects, delays in project timelines, adjustments in cost structures and other negative developments announced by competitors could have an impact on newcleo's operations, financial performance and future prospects. • newcleo's expectations regarding changes in the sustainability industry may not materialize to the extent it expects, or at all. Risks Relating to Compliance with Law, Government Regulation and Litigation • The nature of newcleo's business requires it to interact with various governmental entities, making it subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities, and newcleo may be negatively or positively impacted by any change thereto. • newcleo's LFRs and plants will be highly regulated by U.S. and foreign regulators. • newcleo's operations and business plans could be significantly impacted by changes in federal, state and local government policies and priorities. • Changes in governmental agency budgets, as well as staffing shortages at national laboratories and other governmental agencies, may lengthen newcleo's estimated timelines for regulatory approval and construction. • newcleo may pursue government awards involving cost-share related to its R&D work, which could be affected by its failure to comply with certain laws and regulations.
Risk Factors 6 • newcleo's business is subject to stringent export control laws and regulations. Unfavorable changes in these laws and regulations or government licensing policies, newcleo's failure to secure timely government authorizations under these laws and regulations, or its failure to comply with these laws and regulations could have a material adverse effect on newcleo and its ability to expand. • Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on newcleo's performance or business prospects. • newcleo may become involved in litigation that may materially adversely affect it. • newcleo's failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to it after the Transactions are consummated could negatively impact its business. • newcleo's customers could incur substantial costs as a result of violations of, or liabilities under, environmental laws. • newcleo's operations involve hazardous materials and highly technical processes, requiring strict compliance with safety procedures, guidelines and regulatory requirements. Any failure of the measures newcleo has implemented to address potential issues related to its operations could adversely affect its business. • newcleo is subject to laws and regulations governing the use, transportation and disposal of toxic, hazardous and/or radioactive materials. Failure to comply with these laws and regulations could result in substantial fines and/or enforcement actions. • newcleo will have extensive nuclear liability coverage via well established and extensive global nuclear liability regimes and nuclear liability insurance policies. Where these would not apply newcleo will seek to cover such gaps in nuclear liability coverage in its contracts, but such coverage may not always be possible as an operator of nuclear reactors, and such liability could materially and adversely affect its business, results of operations and financial condition. Risks Relating to newcleo's Capital Resources • The amount of time and funding needed to develop newcleo's LFRs and plants may significantly exceed its expectations, and if there are significant redemptions in connection with the Transactions, newcleo may need to make significant adjustments to its business plan or significantly delay, scale back or discontinue the deployments of its facilities and/or some or all of its research and development programs and will need to seek additional capital. • In order to fulfill its business plan, newcleo will require additional funding in addition to any funding resulting from the Transactions. Such funding may be dilutive to investors, may result in a decline in the market price of the Combined Company's securities, and no assurances can be provided as to the availability or terms of any such funding. • newcleo's business plan includes the use of investment tax credits, production tax credits or other forms of government funding to finance the commercial development of its LFRs and plants, and there is no guarantee that its projects will qualify for these credits or that government funding will be available in the future. • Changes in tax laws could adversely affect newcleo's business prospects and financial results. • There is substantial doubt about newcleo's ability to continue as a going concern, and it may require additional future funding whether or not the Transactions are consummated. • newcleo's actual operating results may differ significantly from its guidance. • newcleo's financial results may vary significantly from quarter to quarter. • The Combined Company may qualify as an emerging growth company within the meaning of the Securities Act, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make its securities less attractive to investors and may make it more difficult to compare its performance with other public companies. • Changes in newcleo's accounting estimates and assumptions could negatively affect its financial position and results of operations. • It may be difficult to enforce U.S. judgments against newcleo. • Fluctuations in foreign currency exchange rates may adversely affect newcleo's results of operations and cash flows. • Reports published by analysts, including projections in those reports that differ from actual results, could adversely affect the price and trading volume of the Combined Company's securities. • Market values of growth-oriented companies like newcleo, particularly companies that entered into business combination agreements with SPACs, have been affected by adverse economic and market forces, which may induce downward pressure on the price and trading volume of the Combined Company's securities. Investor Presentation / May 2026
Risk Factors 7 • Securities of companies formed through SPAC mergers such as the Transactions may experience a material decline in price relative to the share price of NewHold prior to the Transactions. • The Parties will incur significant transaction costs, and these transaction costs add risk to newcleo's ability to be a going concern and/or act on its business plan. Risks Related to Our Illustrative Revenue Streams • The illustrative capacity figures and revenue streams included in this presentation are illustrative in nature, are based on a number of assumptions, and may not reflect our actual future performance. • The illustrative revenue streams presented in this presentation are estimates only, reflecting management's current expectations and based on numerous assumptions. • The illustrative revenue streams presented in this presentation may not be realized, and actual results could differ materially from the illustrative estimates presented. • Successful commercialization of new, or further enhancements to existing, alternative carbon-free energy generation technologies, such as adding carbon capture and sequestration/storage mechanisms to fossil fuel power plants, wind, solar, geothermal or fusion, may prove to be more cost effective or appealing to the global energy markets and therefore may adversely affect the market demand for our LFRs and plants, potentially adversely affecting our ability to successfully commercialize our LFRs and plants. Risks Related to NewHold and the Transactions • NewHold may not be able to obtain the required shareholder approval to consummate the Transactions. • NewHold's sponsor, directors and officers may have potential conflicts of interest in recommending that NewHold's shareholders vote in favor of the Transactions. • NewHold's sponsor, directors and officers have agreed to vote in favor of the Transactions, which increases the likelihood that NewHold will receive the requisite shareholder approval regardless of how NewHold's public shareholders vote. • The ability of NewHold's public shareholders to exercise redemption rights with respect to a large number of public shares could deplete NewHold's trust account prior to the closing of the Transactions and thereby diminish the amount of capital available to the Combined Company. • NewHold's sponsor may receive a positive return on its founder shares, even if NewHold's public shareholders experience a negative return on their investment after the consummation of the Transactions. • NewHold cannot assure you that its due diligence review of newcleo's business has identified all material issues or risks associated with its business or the industry in which it operates. • NewHold's shareholders will experience significant dilution as a consequence of the Transactions and related financings. • The consummation of the Transactions is subject to a number of conditions and may be terminated. If the conditions to closing are not satisfied or waived, the transaction agreements may be terminated in accordance with their terms and the Transactions may not be completed. • Neither NewHold nor its shareholders may have the benefit of any indemnification, escrow, price adjustment or similar post-closing protection if any representations or warranties ultimately prove to be inaccurate or incorrect. • NewHold's directors and officers will have discretion as to whether to agree to changes or waivers in the terms of the Transactions, and their interests in exercising that discretion may conflict with the interests of NewHold's public shareholders. • Following the consummation of the Transactions, an active trading market for the Combined Company's securities may not be available on a consistent basis to provide shareholders with adequate liquidity. • Because there are no current plans for the Combined Company to pay cash dividends for the foreseeable future, shareholders may not receive any return on investment unless the Combined Company's securities appreciate in value. • Following the consummation of the Transactions, the Combined Company may be subject to an increased risk of securities class action litigation. • There can be no assurance that the Combined Company will be able to meet the initial listing standards of any stock exchange, or, following the closing of the Transactions, comply with the continued listing standards of the applicable stock exchange. Investor Presentation / May 2026
I. Executive Summary Table of Contents III. Technology Overview II. Company Overview 8 IV. newcleo Operations V. Commercial Strategy & Partnerships VI. Market Opportunity 50 9 29 35 41 46 VII. Transaction Summary 53 Investor Presentation / May 2026
I. Executive Summary Investor Presentation / May 2026 9 newcleo engineers working on the HUSTLE and SOLEAD facilities
Transaction Summary Key Highlights Leadership Expected Net Proceeds • $209mm cash in trust from NewHold Investment Corporation III (Nasdaq: NHIC) 1 • $220mm PIPE commitments in place; certain trust shareholders have entered into non - redemption agreements • $374mm 2 in net proceeds to fund commercialization and accelerate growth Stakeholder Commitments • new cleo shareholders retaining 100% of existing equity • NHIC founder shares subject to performance hurdles • new cleo shareholders and NHIC sponsor subject to post - transaction lock - ups Valuation • ~$2.4bn 3 pre - transaction equity value, subject to upward adjustment for cash raised by new cleo pre - closing • Attractive valuation relative to other leading energy technology companies Expected Pro Forma Ownership • 84.4% existing shareholders (100% equity retention) • 8.1% SPAC including founder shares 4 • 7.6% PIPE investors Co - founder, CEO of new cleo Stefano Buono Group CFO of new cleo Jon Stranske Co - founder, Deputy CEO, COO of new cleo Elisabeth Rizzotti CEO of Newhold Investment Corp III Kevin Charlton Note: NewHold Investment Corporation III is referred as NewHold or NHIC in subsequent pages. 1 Based on NewHold cash in trust as of December 31, 2025. Assumes no redemptions. | 2 Reflects assumed $209 million of NewHold cash in trust plus $220 million PIPE less estimated transaction expenses. | 3 Includes currently outstanding shares and vested options. | 4 Assumes no redemptions and $220 million PIPE. Includes shares held by public holders and Founder Shares that immediately vest and excludes shares subject to price vesting and warrants held by the Founder. Investor Presentation / May 2026 10 new cleo is an advanced nuclear company developing fast - reactor technology and closed loop fuel - cycle solutions. The proposed transaction contemplates a business combination between NewHold Investment Corporation III, a publicly - listed SPAC, and new cleo, a privately - held operating business.
Investor Presentation / May 2026 11 "newcleo's mission is to develop the safest and most advanced nuclear reactor to close the fuel cycle. newcleo will provide a competitive solution to the world's clean electricity needs while reducing the world's nuclear waste liability." – newcleo co-founders Stefano Buono, Luciano Cinotti, and Elisabeth Rizzotti A black and white play button AI-generated content may be incorrect.
newcleo Overview Note: Includes revenue generated from Manufacturing and EPCM Subsidiaries. 1 Partnership agreements with LFR Industrial Applications Partners are non-binding commitments intended to outline the framework for a strategic partnership. | 2 Includes revenue, other income, and financial income in 2024. 12 Investor Presentation / May 2026 A new, vertically integrated and derisked player in nuclear energy with established facilities and strong partnerships $780m+ Private funds raised $80m Revenues in 20242 30+ Years of leadership in lead technology 31 Patent Families 2021 Operations launched Offices (16) Sites (3) Land acquisitions under way Factories (3) Qualification, R&D, and training centres (3) LFR Balance of Plant (BoP) Engineering Joint Venture LFR Industrial Applications Partners1 Key Partnerships and Relationships Mixed Oxide (MOX) Fuel Manufacturing MOX enables the recycling of plutonium and other nuclear materials from spent reactor fuel, reducing waste and providing a long-term, secure fuel supply Lead-Cooled Fast Reactor LFR, powered by MOX fuel, can operate at safe atmospheric pressures and high thermal efficiencies, enabling emission free, low-cost baseload power Core Business Offerings Manufacturing and EPCM Subsidiaries MOX Fuel Manufacturing Partnership LFR Deployment Joint Venture 900+ Employees newcleo's diversified recurring revenue streams include license sales; engineering services and EPCM contracts; components and nuclear fuel; and, maintenance and operational support LFR Research Partners
Capitalizing on Favorable Market Tailwinds 13 7,034 12,193 2024 2026 2028 2030 2032 2034 2036 2038 2040 newcleo is in pole position to capture outsized growth Source: World Nuclear Association, BNEF New Energy Outlook 2025 – Net Zero Scenario. Energy Diversification and Independence Diversification and resilience of fuel sources has become a priority amid geopolitical dynamics Unprecedented Demand Growth 3.5% annual load growth rate through 2040 compared to ~0.5% historically, largely driven by datacenter load for AI Critical Raw Materials Bottlenecks Nuclear power plants use 90% fewer critical materials than solar and wind Favorable Policy Shifts U.S. Executive Orders mandate 4x expansion of nuclear by 2050 while the EU Alliance on SMRs has developed a Strategic Action Plan to support next-gen nuclear U.S. and Europe Electricity Demand 2024A – 2040E (TWh) '24A – '40E CAGR: 3.5% Projected ~75% increase from 2024 to 2040 Grid Stabilization and Network Flexibility Firm, 24/7 power required to serve industrial and data center load, backup intermittent resources, and backfill legacy fossil asset retirements Europe United States Investor Presentation / May 2026
Management Operational History for LFRs and MOX Fuel Manufacturing LFR MOX Fuel newcleo is building on seven decades of research and development Investor Presentation / May 2026 14 60s / 70s Inception Technology was born in the Soviet Union's submarine program, delivering a staggering 80 years of cumulative real-world experience France pioneered recycling of spent nuclear fuel - turning waste into powerful MOX assemblies 90s Advancement International collaboration with newcleo's founder drove breakthroughs in LFR design France and Belgium manufacture MOX for light water reactors (LWR) and fast neutron reactors (sodium) Today Deployment Russia and Europe are setting pace for LFR deployment; BREST-OD-300 construction being finalized French MOX technology powers 30 LWRs worldwide and is a viable fuel solution for upcoming AMRs, such as newcleo's LFR CIRCE – NEXTRA Built 2001
newcleo's Technological Advantages 15 Inherent/passive safety, reducing impact of any potential incident Design simplification, decreasing structure costs High operating temperature, enabling industrial applications 26 Patent families1, covering decades of research on LFRs newcleo's closed fuel cycle fosters a synergistic relationship that provides lasting structural advantages over competitors Key Advantages Gen IV Advanced Modular Reactors (AMRs) cooled by liquid lead and powered by MOX fuel Reactor fuel composed of uranium oxide and plutonium oxide made from spent nuclear waste Energy extraction from spent fuel maximized Supply security driven, lowering fuel costs Multi-recycling of fuel enabled, pairing seamlessly with LFRs Ready for commercialization LFR and MOX technologies are rooted in decades of research and operation with several existing proof of concepts globally 1 2 3 4 1 2 3 4 Under development in Brasimone, Italy A lifetime of clean energy, coin-sized 1 Includes pending patents. Development Status: Primary systems validated through non-nuclear test loop Lead-Cooled Fast Reactors (LFR) Mixed Oxide Fuel (MOX) Investor Presentation / May 2026
Lead has Unique Advantages for Developing a Fast Reactor 16 newcleo's LFR technology harnesses the favorable properties of lead while enhancing safety and efficiency Favorable Characteristics Challenges Solved Lead Properties Safety Plant Efficiency Cost- Effective Commercial Application Atmospheric Pressure Operations ✓ ✓ ✓ Chemically Inert ✓ ✓ ✓ High Operating Temperature ✓ ✓ ✓ High Heat Transfer and Thermal Capacity ✓ ✓ ✓ Processes Nuclear Waste, Reducing Radiotoxicity and Long-Term Waste Burden ✓ ✓ ✓ Corrosive Properties Corrosion of standard steels in lead is negligible below 480°C-500°C. For higher temperatures unlocking enhanced system efficiency, newcleo has developed proprietary steel alloys and other solutions. High Density Design solutions confirmed by 25 years of operating experience have turned challenges into advantages newcleo's R&D program has consistently and systematically identified and qualified technical solutions to address known challenges with lead Investor Presentation / May 2026
Progress to Date Reinforces Confidence in the Path Forward 17 newcleo has made significant and tangible strides demonstrating rapid progress towards physical products • Brasimone is the world's largest center for lead-cooling technology development and qualification • Since the agreement with ENEA in 2022, newcleo has invested ~$53m in the facility, with 30 engineers working on-site Brasimone Research Facility OTHELLO • 10 MW non-nuclear testbed designed to integrate subsystems to produce power, representative of commercial scale operations • Anticipated completion by end of 2026 PRECURSOR • 2 MW loop to validate LFR primary system's main components such as steam generator, primary pump and core • Completed in Q4 2025 Investor Presentation / May 2026
Provider of Additional EPCM Services Revenues that scale with deployed fleet size: 1. Refuelling, maintenance and replacement of spare parts and various components 2. Safety / security checks 3. Regulatory and other technical and administrative support services Subsidiaries provide near-term revenue for reinvestment: 18 newcleo Brings a Holistic Approach to the Nuclear Value Chain Reactor / Fuel Plant Developer One-time, high-margin, per deployment fees: 1. IP licensing 2. Site development 3. Equipment sales [supply / provision] 4. Engineering services [supply / provision] 5. Operator training Project Owner De-risk early deployment via equity ownership alongside industrial and public partners: 1. First Of A Kind (FOAK) LFR 2. Multi-Fuel plant in the U.S. 3. Slovakia LFR deployment 4. MOX manufacturing plant in Europe Nuclear Operator newcleo will act as a nuclear operator, for those industrial clients (e.g., AI data center developers) with no established nuclear expertise JV with Off-Taker newcleo is exploring joint ventures with off-takers (e.g. data centers) to leverage deployment synergies Near-Term Revenue Streams Future Opportunities newcleo offers a unique, capex-light business model supported by diverse revenue streams Any nuclear project requires many roles to be filled; newcleo's approach can help aggregate demand and create partnerships Investor Presentation / May 2026
19 Vertical Integration and Supply Chain Partnerships1 newcleo obtains access to decades of expertise and critical capabilities through supply chain partnerships and targeted M&A In-House Subsidiaries Selected Industrial Partners Lead System Components ✓ ✓ Lead / Water Pumps ✓ Fuel Assembly ✓ ✓ Reactor Vessel ✓ ✓ Oxygen Control System ✓ ✓ Balance of Plant ✓ Control Rods ✓ ✓ * denotes supplier who also invested in newcleo | 1 Some of our strategic partnership agreements are Memorandums of Understanding and Letters of Intent, which are non-binding commitments intended to outline the framework for a strategic partnership. NEXT-N JV newcleo's approach to vertical integration and partnerships substantially de-risks LFR project delivery * * SRS colleagues working on OTHELLO's piping and welds Fucina has additional 6,000 m2 of land that will be a future newcleo production facility Rütschi colleague assembling a pump's motor ✓ ✓ ✓ ✓ ✓ ✓ ✓ Investor Presentation / May 2026
Path to Commercialization: Successive Large-Scale Deployment 20 Electric Power / Production Capacity Milestones & Objectives1 Expected Completion Existing / Expected Location Current Status newcleo is delivering incremental hardware milestones to build technical and commercial credibility for future scaling 1 There can be no assurance that any project milestone will be completed on the timelines illustrated, or at all. Key risks include, but are not limited to, regulatory approval, availability and cost of financing, supply chain constraints, and site and environmental conditions. FOAK LFR PRECURSOR OTHELLO MOX Factory Brasimone, Italy 10 MWth (non-nuclear) 2026 Construction in progress • Designed to integrate multiple subsystems to produce power, representative in size, system complexity and thermal-hydraulic performance of FOAK LFR • Enables testing of full-plant behaviour Brasimone, Italy 2 MWth (non-nuclear) 2025 Operational • Designed to test LFR primary systems, including steam generator, primary pump and fuel assembly • Validates thermal-hydraulic performance and properties United States 200 MWe 2032 Basic design in progress • First commercial, utility-scale LFR deployment in the U.S. • Beginning informal education and engagement process with NRC while expecting feedback on 2025 Safety Options filing from French nuclear regulator • Advanced stage offtake and siting discussions United States / France 40 tHM / year 2031 Detailed design in progress • Site in France acquired • Received positive feedback on Safety Options filing from French nuclear regulator ASNR • Public debate process ongoing over selected site • Engaged with NRC on regulatory approval MOX LFR Investor Presentation / May 2026
newcleo's Winning Formula: Credible Path to Commercial Scale 21 newcleo's U.S. strategic roadmap paves a clear path forward with defined milestones to deployment Success Factors Quickly growing 90,000+ tons of spent fuel High Uranium prices and concentrated sources limit new supply U.S. Deployment Progress Fuel and LFRs for AI Infrastructure ✓newcleo is paving the way for a reliable MOX fuel front-end supply ✓Focusing on the eastern U.S. as a strategic hub for AI applications ✓A DOE RFP has been issued, which offers land, power Gen+AI and allows newcleo to build its FOAK LFR + AI at Savannah River Deployment Today Initial Engagement 2025 Partnerships and Discussions ✓Active engagement with US Government, Congress, and NRC ✓Partnership with Oklo signed in October 2025 ✓Partnership1 signed with IP3 to co-locate newcleo's FOAK with AI infrastructure ✓Joint application to Plutonium RFA with Oklo Commercialization-ready MOX fuel-recycling technology newcleo has a diversified and international commercial pipeline of 9.2 GW with significant growth potential Vertically integrated supply chain and partnerships de- risks LFR deployment Favorable U.S. Market newcleo's Solution Unprecedented baseload growth derived from data center Track record of successful regulatory engagement Bipartisan nuclear policy and regulatory support 1 Some of our strategic partnership agreements are Memorandums of Understanding and Letters of Intent, which are non-binding commitments intended to outline the framework for a strategic partnership. Investor Presentation / May 2026
newcleo's Economics are Driven by Diversified Revenue Streams and Durable Margin Advantage 22 IP / Licensing Fees ▪ Site development support, engineering services, operator training, and the supply of highly specialized, reactor-specific components1 produced by the company, its subsidiaries, or partners ▪ Margins supported by technical complexity, IP exclusivity, and a limited pool of qualified suppliers, especially amid tightening nuclear supply chains Revenue: $60mm - $175mm Contribution Margin: 100% Investor Presentation / May 2026 Illustrative economic figures based on management's expected commercial reactor specifications (per 200 MWe reactor) MOX Fuel Sales Services and Equipment Pre-COD: Revenue: $250mm - $375mm Contribution Margin: 15% - 40% Revenue: $1,155mm - $2,095mm Contribution Margin: 40% - 65% Post-COD: Revenue: $200mm - $605mm Contribution Margin: 20% - 40% ▪ newcleo's existing technical expertise in fuel fabrication, inclusive of initial fuel load and ongoing refueling (pre- & post-COD) ▪ MOX fuel pricing is derived from defined unlevered internal rates of return ▪ Supported by a detailed MOX factory capital expenditure estimate totaling approximately $2,400 million ▪ Grants the right to use tightly integrated design specifications, technical documentation, engineering standards, and know- how that are essential to plant construction ▪ Derived from management's internal benchmarking of established industrial and nuclear IP licensing practices ▪ Certain services are already performed by Rutschi for operating reactor fleets today, with additional maintenance capabilities expected to be developed over time, supported by contributions from operating subsidiaries ▪ Derived from an assumed share of ongoing operations and maintenance activities over the reactor operating life Management expects that approximately 20% - 25% of total revenue would be recognized pre-COD, with the remaining approximately 75% - 80% recognized post-COD over the 60-year operating life of the reactor 1 Equipment revenues focus on highly specialized, reactor specific components such as LFR pumps, steam generators, vessels, shutdown and control bars, decay heat removal systems, fuel handling systems, and related hardware, produced by our partners or us, for which there are limited qualified alternative suppliers besides newcleo.
Strategic Commercial Partnerships 23 newcleo has developed several key partnerships that further de-risk and validate its LFR and MOX deployment model LFR Partnerships JAVYS/Slovakia Joint Venture • In June 2025, newcleo established a joint venture with JAVYS, the Slovak state-owned nuclear company to deploy up to four LFR- 200 reactors at the retired Bohunice nuclear site • Reactors will be on an accelerated approval timeline and will be powered by MOX fuel NEXT-N Joint Venture • In June 2025, newcleo and NextChem, a subsidiary of Maire, established a JV to deliver balance of plant engineering services for newcleo's LFRs and other nuclear developers Bohunice nuclear site, Slovakia newcleo/NextChem Joint Venture team at Brasimone Oklo Partnership • On October 17, 2025, newcleo announced a partnership with Oklo to build an Advanced Fuel Manufacturing Facility in the U.S. Fuel Partnerships "This agreement to implement newcleo's advanced fuel expertise into Oklo's powerhouses and invest $2 billion into American infrastructure and advanced fuel solutions is yet another win for President Donald J. Trump's American Energy Dominance Agenda" - Doug Burgum Secretary of the Interior and Chairman of the National Energy Dominance Council Regarding the Oklo Partnership • Anticipated factory will supply newcleo's LFRs reactors with MOX and other reactors with advanced fuels, diversifying future revenue streams • Submitted RFA to DOE for Pu award alongside Oklo in November 2025 Investor Presentation / May 2026
24 Strategic Partnerships Leveraging LFR Technology1 • Signed agreement to explore offshore applications of newcleo's Small Modular Lead-cooled Fast Reactor (SM-LFR) technology • Includes feasibility study for floating nuclear power plants to supply clean energy and heat to offshore facilities • Fincantieri, RINA, and newcleo signed agreement develop cutting-edge nuclear technologies • Will integrate newcleo's innovative LFRs into maritime applications to deliver zero- emission energy • Signed agreement to use nuclear energy to power and supply heat for steel production, reducing reliance on fossil fuels • Leverages Danieli's metallurgical expertise Maritime applications Naval propulsion Maritime applications Floating NPPs Industry decarbonisation Heat for ind. processes • Agreed to develop solutions for production of clean hydrogen and ammonia • Established JVC combining NEXTCHEM's expertise with newcleo's nuclear technology to create new IP and accelerate LFR commercialisation Low-carbon H production Ammonia production newcleo's state-of-the-art LFR technology is well-suited for high electricity consumption and heat demanding industrial applications 1 Some of our strategic partnership agreements are Memorandums of Understanding and Letters of Intent, which are non-binding commitments intended to outline the framework for a strategic partnership. Investor Presentation / May 2026
CEO with a Proven Track Record of Delivering Superior Returns to Public Shareholders 25 Source: Bloomberg 1 Represents absolute annualized share price performance (excludes dividends) until acquisition announcement. Stefano Buono Chief Executive Officer • Founded and scaled Advanced Accelerator Application S.A. into a global nuclear medicine leader • Led R&D, regulatory approvals, and industrial scale-up • Raised ~$239mm of capital; completed successful NASDAQ IPO • Delivered 500%+ returns: Advanced Accelerator Application S.A. was acquired by Novartis for $3.9bn 0 % 50 % 100 % 150 % 200 % 250 % 300 % 350 % 400 % 450 % 500 % 550 % Nov-15 May-16 Nov-16 Apr-17 Oct-17 Indexed Share Price Performance AAAP | 503 % S&P 500 | 124 % S&P 500 Healthcare | 114 % $80.50/share 127 % 12 % 7 % AAAP S&P 500 S&P 500 Healthcare Advanced Accelerator Application S.A. Significantly Outperformed Key Benchmarks in Shareholder Return from IPO to Sale¹ AAAP showcased superior annualized returns1 relative to the broader S&P 500 and the Healthcare Indices 11-Nov-2015: AAAP $75mm IPO at $16.00 per share 30-Oct-2017: Novartis AG acquires AAAP for US$3.9 billion Proven public company leader Disrupted an industry by building an integrated theranostics platform, pairing diagnostics and therapy Proven capital raising, team building, and investor value creation End-to-end execution across development, regulation, and capital markets newcleo's leadership brings deep expertise in building and commercializing nuclear technologies Investor Presentation / May 2026
Khalil Bukhari • UK-qualified nuclear law expert with deep experience in nuclear materials, transport & liability • Former GC of UK government nuclear entity; senior advisor to IAEA & OECD-NEA on nuclear liability law and regulation General Counsel Executive Team 26 • Nuclear physicist with prior experience at CERN/CRS4 • Founded and took public Advanced Accelerator Application which was acquired by Novartis for $3.9bn, building it from zero to market • Chairman of LIFTT, a not-for-profit investment holding focusing on innovation and technology transfer from research institutions Co-Founders with World-Class Nuclear and Executive Experience Stefano Buono Chief Executive Officer, Co-Founder Elisabeth Rizzotti • Physicist with prior work experience at CERN • 30 years of work experience at international consulting companies and Italian commercial banks Chief Operating Officer, Deputy CEO, Co-Founder Core Business, Technical, and Regulatory Team with International Experience Across the Full Value Chain James Cook • Seasoned entrepreneur and executive with a wealth of experience in the healthcare and nuclear medicine sectors President, newcleo Americas Stéphane Calpena • Over 15 years of experience in licensing, environment, and safety for regulators in Europe • Extensive safety and licensing work for the design and construction of fusion reactors Global Licensing Director newcleo's team is focused on significant advancements towards commercializing clean, affordable and safe energy Sébastien de Monplanet • An experienced director with extensive experience and core skills in industrial operations, performance improvement, and International contract management • Leads a department of 20+ people at newcleo Global Supply Chain Director Emanuele Fontani Business Development Director MOX Fuel Director Gabriel Floch • An experienced professional in program and project management, mainly in the shipbuilding and nuclear sector • Leads a department of 120+ people at newcleo Luciano Cinotti • Nuclear engineer, former Ansaldo leader and Euratom representative • Chaired Gen-IV International Forum on Lead and authored most global LFR patents Chief Scientific Officer, Co-Founder Ruggero Corrias • Former Italian Ambassador (8 years in the U.S., 8 years in Europe, 4 years in LatAm, 3 years in Balkans) • Prev. Head of the Press Directorate of the Italian Foreign Ministry Chief Public Affairs Officer Jon Stranske Chief Financial Officer • Held senior finance roles in large technology, software, and healthcare companies with experience across capital markets and project financing • Led GeneDx through a successful $500m listing at a $3bn valuation • A seasoned executive who has held various leadership positions in the energy and environmental sectors • Previously served as the Director of Operations at Sogin SpA in Rome, oversaw the decommissioning of nuclear facilities Investor Presentation / May 2026
What Sets newcleo Apart? 27 Investor Presentation / May 2026 A one-of-a-kind leading Gen IV reactor business among fast reactors in Europe (8 designs) #1 Per OECD Nuclear Energy Agency1, we rank... among European SMRs (19 designs), just behind Rolls- Royce SMR, but ahead of NUWARD #2 among fast reactors worldwide (17 designs), just behind TerraPower's Natrium #2 William Magwood, Director-General of the OECD Nuclear Energy Agency (OECD/NEA) and former Director of Nuclear Energy with the U.S. Department of Energy (DoE), is pictured here with the CEO of newcleo, Stefano Buono, during his visit to Brasimone, following their assessment in December 2025 1 From the OECD Nuclear Energy Agency's Edition 3.1 of its SMR Digital Dashboard (as of 30-Jan-2026)
Why newcleo? 28 Clear Path to Commercialization Defined technical, commercial and regulatory pathways, supported by successful regulatory engagement in France, established risk-sharing partnerships and deployment-ready MOX technology Iterative Hardware Deployment Hardware deployment roadmap (OTHELLO → PRECURSOR → LFR 200) systematically validates technical assumptions, refines cost projections and reduces execution risk before large scale deployment De-risked and Vertically Integrated Business Model In-house MOX fuel manufacturing, internal technology development and strategic manufacturing and EPCM company acquisitions create a de-risked business model Track Record of Execution and Delivery Demonstrated project execution capability with on-time, on-budget construction at the Brasimone research facility and the OTHELLO 2MW non-nuclear testbed facility Strategic Technology Selection LFRs powered by MOX fuel build upon seven decades of research to create a uniquely safe, efficient and nuclear waste-reducing ecosystem that supplies clean and secure baseload power Proven Team and Organization Built to Win Led by CERN-rooted cofounders and a CEO with a track record of successful exits and strong returns to investors; 900+ strong team of experienced nuclear engineers, materials scientists and commercialization experts 6 newcleo is a vertically integrated Gen IV technology and services business with proven regulatory leadership, strategic partnerships and a clear path to commercial deployment 1 2 3 4 5 Unique opportunity to participate in Europe's leading Gen IV reactor business Investor Presentation / May 2026
II. Company Overview 29 newcleo engineer working on the CORE-1 facility Investor Presentation / May 2026
newcleo Expansive Global Footprint With 900+ employees1 and $780m+2 invested capital, newcleo is a rapidly growing company that is expanding its global reach, specifically with operations across Europe and U.S. 320+ Engineers 70+ Researchers 20+ Supply Chain 20+ Regulatory 20+ Business Support Functions3 newcleo's Team of Professionals 30 Strategically Acquired Businesses 140+ Employees ~65 Employees ~80 Employees 1 Total employee headcount includes additional roles not reflected in the functional breakdown above. | 2 EUR/USD exchange ratio of 1.175 as of Dec 31, 2025. | 3 Inclusive of Finance, M&A, Communications, etc. These subsidiaries represent a meaningful source of revenue and cash flow generation Offices (16) Sites (3) Land acquisitions under way Factories (3) Qualification, R&D, and training centres (3) Powering newcleo's global strategy — multi-task execution, across locations Investor Presentation / May 2026
newcleo's Corporate Structure is Well Established in Six Key Geographies 31 Note: newcleo SA is owned by newcleo Ltd, with Stefano Buono holding one share. All subsidiaries are 100% owned by newcleo SA with the following exception (a) for newcleo Operations SA where one share is owned by Stefano Buono and (b) Fucina Italia Srl is 30% owned by SRS Servizi di Ricerche e Sviluppo Srl and 70% owned by newcleo Spa. Manufacturing and EPCM subsidiaries newcleo SA (France) newcleo Americas LLC (United States) newcleo Operations SA (France) newcleo Generation (UK) Ltd (United Kingdom) newcleo Spa (Italy) newcleo Real Estate Srl (Italy) Fucina Italia Srl (Italy) SRS Servizi di Ricerche e Sviluppo Srl (Italy) Pompes Rutschi SAS (France) newcleo Fuel Innovations SAS (France) newcleo LFR Innovations SAS (France) newcleo s.r.o (Slovakia) newcleo Ltd (United Kingdom) newcleo SA (Switzerland) Rutschi Fluid AG (Switzerland) NextN Spa (Italy) 40% 60% Newvys a.s. (Slovakia) 49% 51% newcleo 1 SAS (France) Investor Presentation / May 2026
32 newcleo's Business Model newcleo offers a unique capex-light business model supported by diverse, high-margin revenue streams LFR and MOX EPCM Revenues Project and Subsidiary Ownership • newcleo plans on owning 20%- 100% of early LFR and MOX projects to de-risk FOAK deployment and limit project capex • Demonstrates project economics and captures equity upside • In addition to technical expertise, subsidiaries provide pre-FOAK revenue for reinvestment • Supports newcleo's LFR/MOX- focused EPCM business Early Project Ownership Stake Manufacturing and EPCM Subsidiaries Recurring Technical Services Revenues that scale with deployed fleet size: 1. Replacement of spare parts and various components 2. Maintenance services 3. Inspection and safety checks 4. Refueling services 5. Technical support and software / cybersecurity updates 6. Other intellectual services such as regulatory / administrative support Plant Deployment One-time, high-margin, per deployment revenues: 1. IP licensing 2. Site development 3. Equipment [supply / provision] 4. Engineering services [supply / provision] 5. Operator training Investor Presentation / May 2026
Existing Project Snapshot 33 newcleo is focused on the advancement of its 2 MOX facilities and 2 LFR deployment sites U.S. LFR FOAK Slovakia Power Plant U.S. MOX Facility France MOX Facility Milestones Achieved • Partnership1 signed with IP3, CI and GTS to co-locate newcleo's FOAK LFR and AI infrastructure Next Steps • Submit first formal application to NRC (2027) • newcleo is expected to follow the 10CFR53 pathway for LFR with the NRC Undergoing Discussions Milestones Achieved • Partnership signed with Oklo to co-locate most advanced fuel manufacturing capacity (MOX and metallic fuel) • Submitted RFA to DOE for Pu award alongside Oklo in November 2025 • Informal discussions with NRC held on appropriate licensing pathway (expected to follow 10CFR70) Next Steps • Submit first formal application to NRC (2026) Milestones Achieved • JV established with JAVYS; site is expected to be contributed by JAVYS • Accelerated licensing pathway established with Slovak regulator UJD, in collaboration with ASNR Next Steps • Begin site development work with local partners Undergoing Discussions First-of-a-Kind Facilities in the U.S. Follow-up Facilities in Europe Jaslovské Bohunice, Slovakia Nogent-sur-Seine, France Milestones Achieved • Submitted and received positive ASNR regulator feedback on Safety Options filing • Currently undergoing public debate process to obtain public acceptance and license prerequisites • Contracted2 to acquire the land for future MOX facility; site is exclusively secured under protective terms Next Steps • Submit final application to ASNR (2027) 1 Some of our strategic partnership agreements are Memorandums of Understanding and Letters of Intent, which are non-binding commitments intended to outline the framework for a strategic partnership. | 2 Completion subject to customary conditions precedent. Investor Presentation / May 2026
▪2023: Agreement with Fincantieri to explore LFR applications for ship propulsion ▪2025: JV with NEXTCHEM (a subsidiary of Maire) to provide design and technical services for balance of plant ▪2025: Strategic partnership with Oklo, for co- development of fuel manufacturing facility ▪Raised $780m+ of funds ▪16 offices, three sites, three factories and three qualification, R&D and training centers across the world ▪100+ industrial partners supporting global operations and delivery ▪Institutional engagement with the White House, DOE, Energy Dominance Council, NRC and key nuclear committees in Congress ▪2024 & 2025: Completed safety licensing filings for LFR reactor and MOX fuel production facility in France ▪2025: Concluded basic design of France sustainable MOX fuel facility and detailed design to begin in 2026 ▪2025: Received positive feedback from ASNR on Safety Options filing ▪2025: First MOX fuel training facility operational in France ▪2023: Three strategic acquisitions delivering global EPCM capabilities and equipment manufacturing ▪2023: LFR basic design maturity recognized by France 2030 ▪2025: JV with JAVYS in Slovakia to build up to four LFR reactors ▪2022: Research partnership signed with ENEA for Brasimone research facility ▪2025: Completed construction of 2MW OTHELLO LFR testbed ▪2025: First MOX fuel R&D facilities are operational; the technology is ready for commercialization newcleo's Regulatory, Operational & Commercial Milestones Since 2021, newcleo has achieved significant and tangible milestones in all key areas of its business LFR MOX Partnerships Testing Institutional / Regulatory Corporate 1 2 3 4 5 6 newcleo has achieved significant progress toward commercialization and institutional involvement in both its proprietary MOX fuel and LFR technology 34 Investor Presentation / May 2026
III. Technology Overview newcleo engineer testing materials in one of newcleo's laboratories 35 Investor Presentation / May 2026
Lead Cooled Fast Reactors (LFRs) Overview newcleo's LFRs enhance safety while simplifying the reactor design through the elimination of classical reactor components • Operates at atmospheric pressure, eliminating the need for thick forging • No significant energy release in the case of vessel failure • Boiling risk eliminated, due to boiling temperature of lead (1,749 oC) • Reactor able to switch off naturally with no damage • Lead fission product retention capability to enhance containment performance • LFRs can fission heavy elements which allow the system to recycle materials that conventional reactors cannot, creating a circular system that reuses spent fuel • The pool architecture and the use of lead provides strong thermal resilience and permits a two-loop approach; this avoids the complexity and inefficiency of three-loop systems (or more), which some other AMR technologies are reliant on • High operating temperature enables non-electrical uses (e.g., industrial heat applications) • Lead-cooling boast a compact and dense primary system, resulting in a size that is 3-4x smaller than conventional reactors • Several LFR modifications that are internationally patented • Favorable chemical properties (lead does not react with air and water) • High plant energy conversion efficiency Safety Features Key Benefits STEAM GENERATORS PRIMARY PUMPS DECAY HEAT REMOVAL SHUTDOWN DEVICE CORE AMPHORA-SHAPED INNER VESSEL REACTOR VESSEL REACTOR ROOF ROTATING PLUG 36 Investor Presentation / May 2026
newcleo LFR technology is Covered by 26 Patent Families newcleo's strategy is supported by a strong technical foundation that is internationally recognized Patent Family Category Patent Family Count High Lead Density / Compactness 9 Coolant Opacity 3 High Corrosion Resistance 2 Other 12 Total 26 37 newcleo has an extensive R&D program with several university and laboratory collaborations, along with its own laboratories, to support project innovation in reactor design • Primary pump • Steam generator with lead in cross-flow • Control and shut-down rods • Fuel assembly (innovate spacers & hydraulics, FA support from top and light radial core restraint) Innovation Areas Investor Presentation / May 2026
The synthesis of MOX Fuel and newcleo's LFR design achieves a closed loop ecosystem, enabling the multi-recycling of waste Fission fragments Minor amount of long-lived component Power Use as fuel Nuclear waste Ultimate waste MOX fuel manufacturing reactor Reprocessing • Reduces Nuclear Waste Stockpiles: MOX fuel is made by blending spent Plutonium (Pu) with depleted Uranium turning waste into re-usable fuel • Extends Uranium Resources: Reprocessing ensures greater energy extraction from existing sources and reduces NatU demand • Alternative Secure Fuel Supply: Decouples fuel supply from mining regions, ensuring long-term security of supply with no concerns around future availability • Established Usage: MOX fuel has already powered 44 nuclear reactors around the world since 1972 and produces 10% of France's electricity1 Key Benefits of MOX Fuel newcleo's MOX Facility Design Principles • Safe, secure, and physically protected • Highly automated to protect workers and the environment • Modular design with ability to add capacity • Ability to process Pu of varying qualities via mixing and homogenization • Efficient production and optimized waste generation • Rely on proven manufacturing processes and existing MOX fuel experts • Consider operations, maintenance and human factors in the basic-design 38 MOX-enabled Closed Fuel Cycle MELOX, currently the world's only commercial MOX fuel production facility, was built in 1995 in France 3D printed MOX fuel pellets used to verify newcleo's production processes newcleo has filed 5 individual patents for MOX Fuel and expects to file 2 additional patents in May 2026 1 Cited per Orano, "MOX, Recycling Nuclear Energy". Mixed Oxide Fuel (MOX) Overview Investor Presentation / May 2026
▪FASTER MOX Research and Training facility is operational ▪MOX Plant Conceptual and Basic Design has been completed ▪Next Steps: Detailed design on key equipment along with evaluation for reliability, maintenance, and cost MOX Deployment Readiness newcleo's innovative MOX fuel solution is globally recognized and ready for commercialization 39 3D render of newcleo's European MOX fuel production facility MOX Plant newcleo expects to build the first MOX fabrication facility for Fast Neutron Reactor (FNR) in the western hemisphere by 2031 Key MOX Milestones ▪Initial feedback received on safety options file from French nuclear regulator ASNR ▪Favorable opinion issued by Aube council for newcleo's European MOX site ▪Signed strategic partnership with Oklo to implement MOX fuel expertise in U.S. ▪Next Steps: Secure regulatory licenses in U.S. and Europe newcleo's MOX plants are designed to support global nuclear fueling needs, including Gen IV reactors Technical Commercial newcleo has already purchased parcels at Nogent- sur-Seine in France for its future MOX facility newcleo's EXPRESS electric press is undergoing validation testing to check production rates, reliability, and performance Investor Presentation / May 2026
Regulatory Achievements newcleo has a strong track record of successful regulatory engagement and validation across multiple jurisdictions ASNR (France) + UJD (Slovakia) NRC (United States) MOX LFR ▪ November 2024: 4-day safety options seminar held with regulators from France, Slovakia, Sweden, and Belgium on newcleo's LFR design ▪ December 2025: newcleo submits its safety options file, beginning the formal regulatory review process for its LFR design. Initial feedback from ASNR expected in 2026. Currently undergoing public debate process as per licensing regulation ▪ Through the JAVYS / Slovakia partnership, UJD anticipates an expedited approval process via collaboration with ASNR ▪ Anticipate submitting final application in 2027 ▪ December 2024: newcleo submits its safety options filing, beginning the formal regulatory review process for its MOX facility ▪ November 2025: ASNR returns positive safety options feedback ▪ Currently undergoing public debate process as per licensing regulation ▪ Anticipate submitting final application in 2027 ▪ newcleo is currently in preliminary discussions with the NRC about the appropriate regulatory pathway for approval, which included an in-person meeting in early March ▪ newcleo is expected to follow the 10CFR53 pathway for LFR with the NRC ▪ newcleo to also tackle the DOE-STD-1271-2025 process in parallel with DOE since DOE sites are envisioned for our first facilities ▪ November 2025: Submitted RFA to DOE for Pu award alongside Oklo, securing fuel supply for newcleo's MOX factory ▪ newcleo is currently in preliminary discussions with the NRC about the appropriate regulatory pathway (expected to follow 10CFR70) for approval, which included an in-person meeting in early March 40 ASN-hosted regulatory meeting with EU regulators from 4 countries to discuss newcleo's LFR design Investor Presentation / May 2026 Early Engagement with Regulators
41 newcleo and SRS colleagues checking the Core Simulator of OTHELLO facility IV. newcleo Operations 41 Investor Presentation / May 2026
Facilities Overview - FASTER Unique accelerator for design, experimentation and technology transfer for newcleo's MOX fuel Located in the Marcel Boiteux industrial park in Chusclan (Occitanie, France), this multifunctional non-nuclear centre integrates several key capabilities: • A training centre equipped with real operating systems, and virtual-reality environments to prepare operators • Experimental halls dedicated to the rapid design, prototyping, testing, and quick validation of equipment • Pre-installation and commissioning zones that allow the qualification of components before their integration into the MOX fuel factory • A "test and learn fast" hub for specialised engineering teams Key Test Facilities at FASTER FASTER Research and Training Center Deployment Status Purpose HELIO Operational Check the final helium content and pressure inside the pins GAINA Operational Verify pin assembly process such as plenum length, plug and pin decontamination, plugging and cladding devices, and quality of the welding DOSI-1 Installing (2026) Optimise the dosing valve, that include precision, cadence, waterproofing and overall behaviour DOSI-2 Design Test complete dosing line of uranium, plutonium, scrap to evaluate the overall behaviour of the system PRIMO Design Verify glove box design and provide training for future operators in glovebox handling procedures EXPRESS Design Verify the use of an electric press for the production process, assessing its operating rates, endurance, and overall performance HELIO Test Experiment GAINA Pin Assembly Result PRIMO Glove Box Training Facility 42 FASTER Facility: Fuel development and qualification facility located in Chusclan, France, dedicated to the readiness of the MOX Plant. Initial building acquired and operational; render depicts planned FASTER 2 expansion building Investor Presentation / May 2026
newcleo's Structured R&D Program Over ~$53m have been invested into newcleo's LFR R&D program to overcome historical limitations with lead cooled reactors 2023 - 2024 2025 2026 (today) Systems Integration HUSTLE In-service inspection & repair systems methods OTHELLO 2 MW assessment on LFR primary system main components Heat Exchange Component Qualification NACIE-LHT Qualification of heat-exchanging components and instrumentation DCI Dip-cooler instability testing w/2x DHR systems in- and ex-vessel CIRCE-NEXTRA Thermal-hydraulic characterization of components Lead Containment and Corrosion Testing CAPSULE Corrosion testing in stagnant lead CORE-1/ CORE-2 Corrosion and erosion testing in flowing lead EFESTO Pool-type facility for earthquake and sloshing test Objective PRECURSOR • 10 MWth non-nuclear precursor to LFR-AS-200 reactor validating every major system including balance of plant • Includes secondary system and operates at scale • Expected completion by end of 2026 43 Investor Presentation / May 2026
Incremental Testing Facilities for Phased De-risking of Technology Deployment Key Validation Points: ✓Thermal-hydraulic performance under an oxygen-controlled environment ✓Demonstrates integration of pump, steam generator and fuel assembly simulator ✓Instrumentation testing ✓Lead flow-induced vibration measurement ✓Validates coolant chemistry control 3D model of OTHELLO facility PRECURSOR Close-up shot of OTHELLO's steam generator and pump 44 3D model of PRECURSOR facility OTHELLO and PRECURSOR represent key technical validation points for newcleo's commercial scale LFR FOAK plant OTHELLO Completed 2025 2 MWth Completed by end of 2026 PRECURSOR hall under construction 10 MWth 3 MW Electric Power Generation (1 of 5 worldwide) Key Validation Points: ✓Electricity-generating reactor demonstration showcasing overall system integration, including all major non-nuclear subsystems ✓Validates high thermal-hydraulic performance of newcleo's lead-cooled design Investor Presentation / May 2026
45 PRECURSOR: Scaling Up for Commercial Deployment 2.15m-diameter, 6.5m-tall primary vessel with 104 tons of lead demonstrates PRECURSOR's commercial-scale build Note: Expected dimensions shown. Investor Presentation / May 2026
46 newcleo and Danieli & C. Officine Meccaniche S.p.A. signing a Memorandum of Understanding V. Commercial Strategy & Partnerships Investor Presentation / May 2026
Commercial newcleo has a Comprehensive Set of Relationships Across Commercial Institutions, Governments and Academic Labs newcleo has established partnerships with global institutions across the full value chain LFR Industrial Applications Partners1 MOX Fuel Manufacturing Partnership for U.S. Deployment Framework Agreement with JRC for LFR Development LFR Research Partnership through EAGLES consortium 47 Joint Ownership of Brasimone Research Center LFR Deployment Joint Venture Agreement to Explore Deployment of LFR Technology in Shipping Industry1 LFR Balance of Plant Engineering Joint Venture Agreement to Explore Integration of LFR Technology in Steel Industry1 Research Partnership for Development of Gen-IV Nuclear Innovation Collaboration to Test Key Materials for LFR Technology Note: newcleo maintains additional research partnerships across Europe. 1 Some of our strategic partnership agreements are Memorandums of Understanding and Letters of Intent, which are non-binding commitments intended to outline the framework for a strategic partnership. Research LFR Research Partnership through EAGLES consortium Investor Presentation / May 2026
Strategic Commercial Partnerships: LFRs JAVYS/Slovakia Joint Venture • In June 2025, newcleo established a joint venture with JAVYS, the Slovak state-owned nuclear company to deploy up to four LFR-200 reactors at the retired Bohunice nuclear site • UJD, the Slovak nuclear regulator, is collaborating with ASNR, the French nuclear regulator, to provide a fast regulatory approval pathway • Framework agreements signed with leading Slovak engineering firms (JAVYS, VUJE) to ensure local expertise • LFR-200 reactors will be powered using MOX fuel from Slovakia's spent nuclear fuel, demonstrating closed-loop fuel operations NEXT-N Joint Venture • In June 2025, newcleo and NextChem, a subsidiary of Maire, established a joint venture to deliver high- value engineering services for the balance of plant in advanced nuclear • The joint venture will provide conventional island and balance of plant engineering services for newcleo's LFR-200 reactor • The joint venture will serve both newcleo and third-party nuclear technology providers and underpins NextChem's e-Factory model for low-carbon chemicals and e-fuels Left: newcleo and JAVYS signing a joint venture shareholder agreement Below: Bohunice nuclear site, Slovakia Commercial Validation • Confirms newcleo's ability to deliver cross-border nuclear projects with government backing • Demonstrates newcleo's approach to deep supply chain collaboration to derisk project delivery Left: newcleo/NextChem Joint Venture team at Brasimone newcleo has proven its capability to forge differentiated and de-risked partnerships with both governments and industry leaders Partnerships Overview Note: JAVYS (state-owned company) owns the site, manages spent nuclear fuel, decommissioning and back-end fuel cycle. VUJE is a private engineering company. 48 Investor Presentation / May 2026
"This administration is committed to enhancing energy security, creating more American jobs, and ensuring that the United States remains at the forefront of global energy production and innovation, and I'm honored to support today's announcement to advance these goals." - Doug Burgum Secretary of the Interior and Chairman of the National Energy Dominance Council Strategic Commercial Partnerships: Fuel Commercial Validation • Recognizes newcleo's technical leadership in repurposing waste plutonium stockpiles, a key advantage of MOX fuel and newcleo's MOX-compatible reactor design • Potential for MOX factory to supply third-party reactors, diversifying future revenue streams Partnership to Create Joint Venture • On October 17, 2025, newcleo announced a partnership with Oklo (NYSE: OKLO) to build an Advanced Fuel Manufacturing Facility in the U.S. • Swedish AMR developer Blykalla is also considering co-investing and signing offtake agreements • Project is contemplated to be financed via 3rd party project-level debt and equity Advanced Fuel Manufacturing in the U.S. • Future facility will contain two manufacturing plants co-located resulting in reduced capex • newcleo will construct its US-based MOX manufacturing facility while Oklo will be responsible for constructing its HALEU-production plant • Aligns with the current U.S. administration's goals of energy security, domestic manufacturing, and new job creation Oklo partnership validates newcleo's technical and commercial leadership in advanced fuel manufacturing and recycling Partnerships Overview 49 Investor Presentation / May 2026
50 newcleo engineer preparing experiments at the CAPSULE facility VI. Market Opportunity Investor Presentation / May 2026
Potential U.S. Market Upside Drivers newcleo is expanding its U.S. footprint to take advantage of upsides in U.S. market due to recently declared nuclear acceleration and expected shortening of licensing processes Sizable ambition 400 GW of nuclear capacity installed by 2050 The Administration set an ambitious target to quadruple U.S. nuclear capacity by 2050, aiming to accelerate project deployment and support the development of a closed fuel cycle "The world needs more energy to meet the AI challenge and drive human progress—and the United States is boldly leading the way." - U.S. Secretary of Energy Chris Wright Streamlined licensing process 18 months NRC is developing a streamlined licensing framework, ensuring final decisions on new reactor applications within 18 months from the start of the regulatory process, driving faster project realisation and investor certainty "...reinvigorating America's nuclear energy industry by modernizing regulation, streamlining reactor testing, deploying reactors for national security, and reinvigorating the nuclear industrial base" - U.S. Secretary of Energy Chris Wright Tax-related support Up to 50% tax credit New nuclear projects can leverage Clean Electricity Investment or Production Tax Credits, offering up to 50% incentives or $0.015/kWh over 10 years, strengthening project economics and investor confidence "...fully committed to unleashing America's next nuclear renaissance, from reinvigorating domestic supply chains to delivering gigawatts of new reactors." - U.S. DOE Fact Sheet 51 Investor Presentation / May 2026
SMRs on the Global Policy Agenda newcleo engaged multiple governments to advance nuclear energy strategies while addressing waste liability Source: Statista - Spent nuclear fuel arisings and cumulative in storage in NEA/OECD countries* in 2020, by country – and public sources and assumption for Slovakia Commission President Ursula von der Leyen speaking at Nuclear Energy Summit in Paris, 10 March 2026 Investor Presentation / May 2026 52 SMR in EU Government Regulatory Support Addressing Waste Liability "Europe made a strategic mistake by turning away from nuclear energy" Target to 4X nuclear capacity (~400 GW by 2050) pushed by: a streamlined NRC licensing, tax incentives covering up to 50% of new project costs, and over 90,000 tons of spent nuclear fuel available for potential reprocessing and reuse. SHANTI Act (2025) approved, opening nuclear power generation to private capital for the first time; target ~100 GW nuclear capacity by 2047 (from 7.55 GWe). Japan–U.S. trade deal: $550bn Japanese investment in the U.S. (up to $332bn for critical energy infrastructure); newcleo-JAEA cooperation agreement for materials irradiation testing using the Joyo reactor. EU outlook: SMRs & AMRs ~53 GW by 2050; EU pro-nuclear alliance (15 MS) urges paradigm shift in nuclear financing; EUCOMM unveils €200M guarantees & backs State Aid for SMR/AMR RR&D; France's new energy policy supports fast- spectrum reactor fleet; Italy signed to triple global capacity by 2050; newcleo-Javys JV in Slovakia expands business offerings. UK to 4x nuclear output to 24 GW by 2050. 3.2GW Sizewell C now approved and supporting SMRs and AMRs now prioritized. Feb '26 Advanced Nuclear Framework sets "grading" for Govt endorsement, easing raise private / public finance. • Nuclear fission creates long-lived waste →governments face disposal costs, but also opportunities: advanced fuel facilities convert liability into clean, reliable, affordable energy, reducing waste volume and reliance on import of uranium. • EUCOMM will phase-out uranium import from Russia as per the EU Roadmap towards Ending Russian Energy Imports • France's Nuclear Policy Council endorses new program for closed fuel cycle open to cooperation with industrial and emerging actors. ~ 1,800 tHM > 3,500 tHM ~ 14,000 tHM > 90,000 tHM Cumulative Spent Nuclear Fuel in Storage (2020)
Investor Presentation / May 2026 53 VII. Transaction Summary newcleo engineer working on the OTHELLO facility
Uses of Funds Sources of Funds 12.9% $374 Cash Proceeds to B/S 4 7.2% $209 NewHold Cash in Trust 1 1.9% 55 Est. Transaction Fees and Exp. 7.6% 220 PIPE 1.1% 32 NewHold Founder Shares 2 1.1% 32 NewHold Founder Shares 2 84.1% 2,448 new cleo Investor Share Rollover 3 84.1% 2,448 new cleo Investor Share Rollover 3 100.0% $2,910 Total Uses of Funds 100.0% $2,910 Total Sources of Funds Transaction Overview Note: All charts and tables exclude impact of NewHold public and private warrants. 1 Based on NewHold cash in trust as of December 31, 2025. Assumes no redemptions . | 2 Assumes no redemptions and $220 million PIPE. Represents Founder Shares that immediately vest and excludes shares subject to price vesting and warrants held by the Founder. | 3 Includes shares outstanding and vested options. | 4 Assumes no redemptions and $220 million PIPE. | 5 Financials as of December 31, 2025 and includes impact of cash raised from equity issuances after 12/31/2025. Assumes EUR/USD exchange ratio of 1.174. | 6 Assumes no redemptions. Includes Founder Shares provided to investors which have signed non - redemption agreements. Investor Presentation / May 2026 54 Transaction Highlights • Business Combination Structure • NewHold intends to complete a business combination with new cleo ltd, an advanced nuclear company developing fast - reactor technology and closed fuel - cycle solutions • The business combination is currently expected to close in 2H 2026 • Valuation • The business combination implies a pre - transaction new cleo equity value of approximately $2.4 billion, subject to upward adjustment for any cash raised by new cleo prior to closing • Existing new cleo shareholders will retain 100% of their equity as part of the business combination • Capital Structure • The business combination is to be funded by a combination of NewHold cash held in trust and PIPE financing • Sponsor Alignment • 20% of the promote is forfeit upfront; remaining promote subject to forfeiture based on delivered capital and price vesting Planned Sources & Uses new cleo Investors PIPE Shareholders NewHold Public Shareholders NewHold Founders ($ in millions) Ow nership % Shares (M) Ownership 7.0% 20.2 NewHold Public Shareholders 6 7.6% 22.0 PIPE Shareholders 1.1% 3.2 2 NewHold Founders 84.4% 244.8 newcleo Investors 100.0% 290.3 Total Pro Form a Valuation $10.00 290.3 $2,903 22 (551) Pro Form a Total Enterprise Value $2,374 new cleo Share Price at Closing 3 Pro Forma Shares Outstanding (M) Pro Form a Market Capitalization 5 Plus: Debt 5 Less: Cash Expected Pro Forma Ownership 7.0% 7.6% 1.1% 84.4%
NHIC III – experienced sponsor with proven de-SPAC execution NHIC III is an execution-focused sponsor partnering with newcleo to support its transition to — and long-term success in — the public markets. Note: Shares held by certain company shareholders and sponsor are subject to 180 day lock-up period post-closing; however, up to 100% of shares may be released earlier if specified VWAP thresholds ($15 and $18 for 20 out of 30 trading days, starting 90 days after closing) are met. | 1 NRCG, Daseke and Blue Bird represent successful de-SPACs Kevin Charlton completed while serving as President and COO of Hennessy Capital | 2 Represents timing from introduction to the management team to closing of the transaction. 55 Chief Executive Officer NHIC III: Role and Ongoing Partnership Kevin Charlton • CEO of NHIC I, II & III • President and COO of first three Hennessy Capital SPACs • Prior experience includes Investcorp, JP Morgan, McKinsey, and NASA • Will remain actively involved with newcleo post-closing Prior Successful De-SPACs Post- Announcement 52 Week High¹ Timeline² +7% +20% +44% +38% 6 Months 6 Months 5 Months 9 Months Sponsor Alignment Mechanics ✓Transaction execution partner NHIC III brings hands-on experience executing de-SPAC transactions and coordinating across management, advisors, regulators, and investors to support an efficient and thorough closing process. ✓Public-company readiness and governance The NHIC III team has experience supporting audit readiness, board formation, investor communications, and governance frameworks required for a successful transition to life as a U.S. public company. ✓Ongoing post-close involvement NHIC III expects to remain actively engaged following closing, supporting capital-markets strategy, governance, and investor engagement alongside newcleo's management team. ✓Alignment with long-term value creation Sponsor economics and reputation are aligned with long-term public-market performance, reinforcing a focus on durable value creation rather than short-term transaction outcomes. 180-Day 50% Sponsor shares subject to post-closing lock-up 50% of sponsor promote vests only upon achieving $15 and $18 share price thresholds Selective Process Driving High Conviction in newcleo 297 25 Potential targets sourced with a global focus across energy, industrials, and infrastructure NDAs signed including a detailed review of business models, technology, and teams Evolv Technology (NASDAQ: EVLV) NRC Group Daseke Blue Bird (NASDAQ: BLBD) Investor Presentation / May 2026
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EX-99.3 — TRANSCRIPT OF THE INVESTOR CONFERENCE CALL HELD ON MAY 27, 2026
EX-99.3
Filename: ea029209701ex99-3.htm · Sequence: 10
Exhibit 99.3
newcleo
Business Combination with NewHold Investment Corp. III
Investor
Conference Call Transcript May 27, 2026
Operator
Hello,
and welcome to the conference call to discuss the proposed business combination between newcleo and NewHold Investment Corp. III, or
NewHold.
I
would like to first remind everyone that this call may contain forward-looking statements including, but not limited to, statements relating
to newcleo’s and NewHold’s expectations or predictions on their respective financial and business performance and conditions,
expectations or assumptions in consummating the proposed business combination between the parties, and future newcleo relationships,
milestones, developments and performance. Forward-looking statements are inherently subject to risks, uncertainties (some of which are
beyond the control of the parties) and assumptions that may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements and they are not guarantees of performance. I encourage you to read the press
release issued on the 27th of May and the accompanying presentation and to review NewHold’s filings with the SEC for a discussion
of these risks that can affect the business combination, newcleo’s business, and the business of the combined company after completion
of the proposed business combination.
This
call is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities,
or a solicitation of any vote or approval. In connection with the proposed business combination, newcleo and NewHold intend to file a
registration statement on Form F-4 with the SEC, which will include a proxy statement of NewHold and a prospectus of newcleo, and NewHold
shareholders and other interested persons are urged to read those materials when available.
NewHold
and newcleo are under no obligation and expressly disclaim any obligation to update, alter or otherwise revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
I
will now turn the call over to Mr. Kevin Charlton, CEO of NewHold. Please go ahead.
1
Kevin
Charlton – Chief Executive Officer, NewHold Investment Corp. III
Good
morning, everyone, and thank you for joining us today. I’m Kevin Charlton, CEO of NewHold Investment Corp. III and I’m thrilled to announce
NewHold’s proposed business combination with newcleo, a partnership that brings together the best of European nuclear innovation with
the massive opportunities emerging in the United States.
This
is my sixth SPAC, and this transaction represents one of the most compelling opportunities I’ve encountered. After reviewing nearly 300
companies, a number of them in the nuclear sector, the NewHold team found that most were not a suitable target for a business combination
and entry into the public markets. newcleo is different.
Today
I’m joined by Stefano Buono, one of the co-founders and the CEO of newcleo, who will discuss the company’s distinct approach
to fuel access and reactor design. You will hear why, in an exciting landscape of SMR companies, newcleo has a unique combination of
power output, reactor design, and fuel source that set it apart.
But
before I turn it over to Stefano to discuss the business in detail, let me frame why this transaction matters and why now is the perfect
time to pursue it.
newcleo
is a leading advanced modular reactor company in Europe, with its LFR-AS-200 ranking first among European fast reactor designs and second
among fast reactor designs globally in the OECD Nuclear Energy Agency’s Small Modular Reactor Dashboard. The purpose of this merger
is clear: to support newcleo’s ability to bring its advanced nuclear technologies and fuel strategy to the rapidly expanding U.S. market.
The
company is developing two established European technologies that set it apart. First, Generation 4 lead cooled fast reactors - an advanced
nuclear reactor technology that leverages the unique characteristics of lead as a coolant and is designed to provide important safety
and performance advantages. Second, mixed oxide, or MOX, fuel manufacturing. MOX is a fuel obtained from the blending of recycled plutonium
and uranium, enabling the repurposing of nuclear liabilities into a strategic asset that still contains a lot of energy. Indeed, the
vast majority of the available energy remains in spent fuel, and MOX fabrication is a key enabler for the closure of the fuel cycle.
Importantly, newcleo holds 31 patent families focused on commercializing both of these established technologies.
2
So,
why is now the right time? Certainly, hyperscaler demand for reliable, clean energy is well understood. But two key regulatory shifts
make this the perfect moment for newcleo to enter the U.S. market.
The
first is Part 53, the new NRC licensing framework released last month. It is designed to provide a risk-informed, technology-inclusive
pathway for advanced nuclear reactor licensing. We believe this is an important development for companies like newcleo.
The
second, and equally significant regulatory development, is the major policy shift on fuel recycling. Recent executive orders and Department
of Energy initiatives have directed federal agencies to evaluate and support advanced fuel cycle capabilities, including recycling, reprocessing
and fuel fabrication. In fact, just yesterday, the DOE announced that Oklo, in partnership with newcleo, has been selected for advanced
negotiations under the Surplus Plutonium Utilization Program. This is significant because it moves the process to secure a reliable,
cost-effective fuel supply in the U.S. forward. Importantly, this policy shift has solid bipartisan support.
We
conducted comprehensive due diligence on newcleo, with a particular focus on the three key risks an SMR company needs to address –
what is the technical maturity of your reactor design, what is your fuel source, and do you understand your supply chain? newcleo’s
approach addresses all three of these risks head-on, which is not surprising given their 900 plus employees and more than $780 million
of previously raised capital. It also helps that Stefano has been a public company CEO before, taking Advanced Accelerator Applications
public in 2015 and generating significant returns to shareholders within years before selling it to Novartis.
With
that context, let me turn the call over to Stefano Buono to walk you through the newcleo story.
Stefano?
Stefano
Buono – Chief Executive Officer, newcleo
Thank
you, Kevin, and good morning to everyone.
I
want to start by saying how excited we are to be partnering with the team of NewHold, who have already been incredible to work with.
I know it will be a long and fruitful relationship.
3
Now,
I want to address what makes newcleo fundamentally different in this space. We’ve built a differentiated platform designed to address
the industry’s most critical challenges through three key pillars: technical maturity, fuel availability, and supply chain execution.
Let
me start with our reactor technology. Lead-cooled reactor technology has historical operating precedent, including in naval applications
during the Cold War. Our design builds on that long operational history.
Lead
has characteristics that can provide important safety advantages. Lead is inert. There is a significant lower risk of radioactive release
and a significantly mitigated safety risk from contact with air or water, unlike sodium-cooled reactors. This fundamental safety advantage
means we can operate with a smaller physical plant and enhanced intrinsic safety that allows for deployment closer to offtakers. This
could open up deployment possibilities that simply aren’t available to conventional reactor designs - like co-locating our reactor with
an AI or data center or a manufacturing facility requiring a combination of heat and electricity.
We
hold 31 patent families covering lead reactor and MOX technology, representing years of innovation and intellectual property development.
This
technical maturity opens commercial possibilities well beyond hyperscalers and data centers. We can serve the chemicals industry, concrete
manufacturing, aluminum and steel production, and maritime applications. In fact, well-known European companies in those sectors are
newcleo partners and investors, demonstrating their long-term commitment to our technology.
Our
pipeline speaks to this opportunity: we are in discussions with potential customers representing approximately 9.2 gigawatts electric.
Roughly 50% is with hyperscalers and data centers, and 50% is industrial applications. Geographically, about 75% of this opportunity
is in Europe, due to our historical presence, and 25% is in the U.S. These discussions remain subject to negotiation and definitive documentation.
Now
let me turn to what may be our most significant competitive advantage: MOX fuel.
MOX,
or mixed oxide fuel, is a nuclear fuel made by blending plutonium recovered from spent fuel with depleted uranium. We are effectively
refabricating nuclear waste into usable energy. And here’s what’s critical to understand: just like our lead-cooled fast reactor technology,
MOX has already been used in commercial reactors in France and other countries for decades. Our goal is to help bring advanced fuel manufacturing
technology to the United States and support the next phase of the nuclear fuel cycle.
While
other advanced reactor developers are taking different approaches to fuel, newcleo’s MOX fabrication approach is focused on reducing
costs and decoupling fuel supply from mining and enrichment services. It is cheaper to produce, drawing on feedstock that today is
treated as a liability rather than an asset. And because MOX has been manufactured and irradiated commercially for decades, we are
scaling a known fuel rather than commercializing a new one. We believe this can be a lower-risk, and lower-cost, fuel pathway that
helps address a key industry bottleneck.
4
There
is a significant strategic value in MOX. MOX turns a waste disposal problem into a fuel supply advantage. It reduces dependence on new
uranium enrichment. It addresses spent fuel storage concerns that have plagued the industry for decades. It sidesteps the supply constraints
facing other advanced fuels. And it may reduce our exposure to certain fuel market volatility, supporting greater confidence in long-term
fuel availability as we pursue commercial arrangements.
The
third pillar is supply chain control. newcleo is built for full vertical integration. We manufacture with our subsidiaries or partners
all of the critical components of the reactor except the generation turbines. We are aiming to build significant control across the supply
chain, from reactor construction through fuel fabrication.
We
believe that we are the only private company developing a fuel facility for producing MOX from recycled material. This vertical integration
gives us control over costs, timelines, and quality in a way that no other company in this space can match.
Crucially,
the three pillars that differentiate newcleo’s business are in action today, being tested, producing valuable data, and creating
value today.
Let
me give you a sense of where we stand as a company.
Development
of our lead cooled fast reactor technology is progressing at pace. At our facility in Brasimone, Italy, we have already built several
facilities to qualify design, materials, components and instrumentation for use in our reactors. We have begun building a non-nuclear
test reactor that includes power generation, known as PRECURSOR, as a way to make an integrated demonstration of reactor operation in
start-up, shut down, normal and incidental conditions. This is a facility we have designed, procured and started building using components
that are built by our subsidiaries, apart from the turbine.
Our
fuel manufacturing business is also moving forward, with the site for our first facility acquired in France, and regulatory process begun
there, while we have also engaged with the NRC about the regulatory process in the U.S. We have the same advancement and engagements
with our reactor both in France and the U.S.
Progress
for the reactor and fuel businesses are both enabled or supported through our supply chain subsidiaries - SRS, Fucina Italy and
Rütschi. These subsidiaries also support another of our differentiators - near-term revenue generation from component
fabrication. We generated about $80 million in revenue, other income, and financial income during 2024 from these
businesses.
5
Beyond
the technical aspects, newcleo is an advanced operating company. We have more than 900 employees. We’ve raised more than $780 million
of invested capital.
We
designed this company from the start to go public. I have experience there. I founded and took Advanced Accelerator Applications, a radiopharmaceutical
business, public in 2015 and sold it to Novartis two years later in a transaction that generated significant returns for shareholders.
We led a revolution in that industry: we registered, produced and distributed for the first time in the world theragnostic drugs that
use radioactivity to diagnose and treat serious diseases such as neuroendocrine tumors or prostate cancer. I understand what it takes
to build and scale a public company, and we have built newcleo with that discipline from day one.
With
that foundation in place, let me turn it back to Kevin to discuss newcleo’s U.S. traction, valuation, and what this all means for
investors.
Kevin?
Kevin
Charlton – Chief Executive Officer, NewHold Investment Corp. III
Thank
you, Stefano.
Let
me talk about why the U.S. opportunity is so compelling and about the traction we’re seeing here.
The
company has strong momentum in Europe given they’re based there. Europe has been ahead on nuclear, and now newcleo looks to bring
that experience and track record to the U.S. market at exactly the right moment, particularly given the new supportive permitting environment.
The
validation we’re seeing is significant. newcleo has announced its advanced multi-fuel manufacturing facility in partnership with Oklo
– one of the most prominent names in advanced nuclear. This is a key validation of newcleo’s fuel strategy and technology from
a respected industry leader.
The
company also began the NRC pre-application engagement in March for both the advanced reactor and fuel fabrication facility projects.
The company has begun moving through the NRC regulatory process with urgency and focus.
6
Now
let’s talk about the details of the transaction.
We
are bringing newcleo to market at an approximately $2.4 billion pre-money valuation.
The
transaction will be funded with a combination of rollover equity from existing newcleo shareholders, cash proceeds from NewHold’s
trust, and our announced PIPE.
After
fees and expenses, we expect approximately $374 million of cash to go to newcleo’s balance sheet to fund growth, assuming no redemptions
from NewHold’s trust.
At
an approximately $2.4 billion pre-money valuation, and based on the selected peer valuation methodology described in our investor presentation,
newcleo still compares at a substantial discount to key peers such as X-Energy, NuScale, and our collaborators at Oklo. Given newcleo’s
technical maturity, fuel advantage, revenue base, and government-backed traction, we believe this represents significant value.
So,
in conclusion, let me summarize why this transaction is so compelling.
newcleo
has a differentiated platform, drawing on technologies and fuel-cycle approaches with significant historical precedent. Real revenue
and 900+ employees. More than $780 million of invested capital already deployed.
Theirs
is a differentiated fuel source that seeks to solve the industry’s biggest bottleneck and turns nuclear waste into an asset.
newcleo
is developing a reactor design with inherent physics-based safety features that allow deployment in proximity to offtakers.
The
company has governmental support and regulatory momentum, and partnerships with leading industry players.
And
newcleo has an accelerating U.S. story at exactly the moment when regulatory tailwinds and policy shifts are creating unprecedented opportunity.
We
believe that this is the right company, at the right time, with the right team, entering the public markets at an attractive valuation
with significant momentum.
Thank
you all for your time today, and we look forward to updating everyone as the business and transaction progress.
7
EX-99.4 — FORM OF LETTER FROM NEWCLEO'S CEO TO EMPLOYEES, DATED AS OF MAY 27, 2026
EX-99.4
Filename: ea029209701ex99-4.htm · Sequence: 11
Exhibit
99.4
EMAIL SUBJECT: newcleo to Become
Publicly Traded Company on Nasdaq
Dear newcleo Team,
Many of you have heard me talk about this moment
for a long time, and today it is finally happening. I am thrilled to announce a significant milestone for newcleo as we plan to
become a public company in the U.S. and list our stock on Nasdaq. This milestone is accomplished through a business combination with
a special purpose acquisition company (SPAC), NewHold Investment Corp III (Nasdaq: NHIC). We issued a news release a short while ago
to officially announce our proposed combination with NewHold – please see the release here: [Link to release]. The Wall Street
Journal also covered the news this morning – please view the story here: [Link to story].
Because NewHold is already publicly traded, newcleo
will become a public company when the business combination is complete, trading on Nasdaq under the ticker symbol “NWCL.”
We expect to complete the proposed transaction in the second half of 2026. We will continue to operate under the newcleo name.
Though there are significant responsibilities that come with being a public company, it’s business as usual at newcleo –
please continue to do the great work that you do day in and day out.
There is work to be done in order to close this
proposed transaction and we are excited to be partnering with the NewHold team. Once the proposed transaction is completed, it will deliver
significant financial resources to accelerate our strategic growth plans, and substantially enhance our balance sheet. With the proceeds
we are raising from this proposed transaction, we will be armed with the capital necessary to accelerate and build upon our leadership
position. As a public company, I believe that we will be ideally positioned to advance our mission of closing the nuclear fuel cycle
while safely producing clean, competitive, and practically inexhaustible energy required for low carbon economies.
As we enter this new chapter, however, there
are some rules we must all follow. U.S. federal regulators such as the Securities and Exchange Commission (the “SEC”) have
strict regulations governing external communications. To avoid delays or civil and/or criminal penalties, we must avoid speaking publicly
about this transaction and other internal aspects of our company, such as our business metrics, business plans and financials. Accordingly,
we ask that you refrain from making statements about our company or our performance in open forums (e.g., online, via email or messages,
to friends, on social media, to existing or prospective customers, etc.).
Please refrain from communicating about the
proposed transaction, the announcement we made, or any related matters via social media. Please refer to the social media guidelines
below for additional details on communications about this proposed transaction or any related matters.
[Read dos and don’ts]
If someone asks you about the proposed transaction
or our business, you can say something like, “I can’t speak to that, but I would be happy to connect you with the appropriate
team members.” You can also direct them to the “Investor” section on our website, which will contain the appropriate
information.
At the link below, you can find a dedicated page
on the intranet including a training video for employees and an FAQ section.
[LINK to intranet page]
Should you receive any press inquiries, please
refrain from answering and direct the inquiry to Ricardo Berjano Andolfi at ricardo.berjano.andolfi@newcleo.com, as he can help handle
media requests appropriately during this sensitive time.
Understanding that communications are highly
regulated through this process, please know that we will continue to share updates with you as they become available. Should you have
any questions in the meantime, please direct them to our internal review team at sec@newcleo.com.
I kindly request you refrain from contacting
myself, Elisabeth Rizzotti, or members of our management team directly regarding the proposed business combination or related matters
as this could lead to a breach of compliance under SEC rules. Please be aware that some information may not be disclosed at this stage.
It is important to note that as company policy,
newcleo team members and their family members cannot buy or sell NewHold stock (Nasdaq: NHIC) on the public market. This ensures
that no one is trading with material non-public information (“MNPI”). Trading or providing MNPI to others who then buy or
sell securities (“tipping”) while you are in possession of MNPI is a violation of SEC regulations and applicable securities
laws, which can result in civil and/or criminal penalties for you and our company. We will follow-up with a more detailed trading policy
for when the transaction closes and newcleo becomes a publicly traded company.
It is an exciting time for all of us at newcleo
and I want to take this moment to thank each of you personally. Reaching this milestone is a testament to the extraordinary work and
dedication of this team, and none of it would have been possible without you.
Please join us
for a Town Hall call at [3:30 pm] CET where we will cover this announcement further and be joined
by NewHold CEO, Kevin Charlton. You should have received the invitation by now.
I am personally excited to enter this new transformative
chapter with you and look forward to sharing more as we progress in finalising the transaction.
Sincerely,
Stefano Buono
CEO
Important Information for Investors and Shareholders
NewHold and NewCleo Ltd. (“newcleo”) intend to
file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4 (as may be amended, the
“Registration Statement”), which will include a preliminary proxy statement of NewHold and a prospectus of newcleo (the “Proxy
Statement/Prospectus”) in connection with the proposed business combination between NewHold and newcleo (the “Business Combination”),
the private placements of securities in connection with the Business Combination, if any (the “Private Placement Transactions”),
and the other transactions contemplated by the business combination agreement and/or as described in this communication (together with
the Business Combination and the Private Placement Transactions, the “Proposed Transactions”). The definitive proxy statement
and other relevant documents will be mailed to shareholders of NewHold as of the record date to be established for voting on the Business
Combination and other matters as described in the Proxy Statement/Prospectus. NewHold and/or newcleo will also file other documents regarding
the Proposed Transactions with the SEC. This communication does not contain all of the information that should be considered concerning
the Proposed Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed
Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF NEWHOLD AND OTHER INTERESTED PARTIES ARE URGED TO READ,
WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND
ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH NEWHOLD’S SOLICITATION OF PROXIES FOR
THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED
IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT NEWHOLD, NEWCLEO AND THE PROPOSED
TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus
and all other documents filed or to be filed with the SEC by NewHold and newcleo, without charge, once available, on the SEC’s
website at www.sec.gov, or by directing a request to: NewHold Investment Corp. III, 52 Vanderbilt Avenue, Suite 2005, New York, New York
10017, or to: NewCleo Ltd., 55 South Audley Street London, W1K 2QH, United Kingdom.
2
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED
OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION, OR ANY RELATED
TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES
A CRIMINAL OFFENSE.
The securities to be issued by newcleo in connection with the Proposed
Transactions have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), except pursuant
to the Registration Statement once declared effective by the SEC, and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements of the Securities Act.
Participants in the Solicitation
NewHold, newcleo and their respective directors and executive officers
may be deemed under SEC rules to be participants in the solicitation of proxies from NewHold shareholders in connection with the Business
Combination. A list of the names of NewHold’s directors and executive officers and information regarding their interests in the
Business Combination and their ownership of NewHold’s securities is, or will be, contained in NewHold’s filings with the
SEC. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation
of proxies from NewHold shareholders in connection with the Business Combination, including the names and interests of newcleo’s
directors and executive officers, will be set forth in the Proxy Statement/Prospectus, which is expected to be filed by NewHold and newcleo
with the SEC. Investors and security holders may obtain free copies of these documents as described above.
No Offer or Solicitation
This communication is for informational purposes only and is not a
proxy statement or solicitation of a proxy, consent or authorization, with respect to any securities or in respect of the Proposed Transactions
and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of NewHold or
newcleo, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction
in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws
of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the
Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser
to avail itself of any exemption under the Securities Act.
Forward-Looking Statements
This communication contains certain forward-looking statements within
the meaning of U.S. federal securities laws with respect to the Proposed Transactions and the parties thereto. All statements contained
in this communication other than statements of historical fact, including, without limitation, statements regarding the Business Combination
between NewHold and newcleo; the anticipated benefits and timing of the transaction; expected trading of the combined company’s
securities on Nasdaq; the completion of investments from certain institutional investors; the expected amount of gross proceeds from
any investments or other financing arrangements; the anticipated use of proceeds from such investments or financing arrangements; newcleo’s
development and commercialization of its lead-cooled fast reactor technology, mixed-oxide fuel capabilities and related products and
services; the expected timing, cost, performance and benefits of newcleo’s demonstration projects, fuel facilities, reactor deployments
and licensing activities; newcleo’s ability to execute its business strategy, develop its technology, obtain required regulatory
approvals, permits and licenses, enter into commercial arrangements, achieve its market opportunity and positioning and support the growth
of advanced nuclear energy; newcleo’s expectations regarding strategic partnerships, customer demand, project pipeline, revenue
streams, capital expenditures and financing needs; and other statements regarding management’s intentions, beliefs, or expectations
with respect to the combined company’s future performance, are forward-looking statements.
Forward-looking statements are often identified by the use of words
such as “anticipate,” “believe,” “continue,” “could,” “develop,” “estimate,”
“expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,”
“project,” “seek,” “should,” “target,” “will,” “would,” and similar
expressions, but the absence of these words does not mean that a statement is not forward-looking.
3
These forward-looking statements are based on the current expectations
and assumptions of NewHold and newcleo and are subject to risks and uncertainties that could cause actual results to differ materially
from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: (1)
the occurrence of any event, change or other circumstances that could delay or prevent the consummation of the proposed Business Combination;
(2) the outcome of any legal proceedings that may be instituted against NewHold, newcleo, the combined company, or others following the
announcement of the Proposed Transactions; (3) the inability to complete the Business Combination due to failure to obtain NewHold shareholder
approval or satisfy other closing conditions; (4) the inability to complete any Private Placement Transactions or other financing arrangements
on the expected terms, or at all; (5) changes to the structure, timing or terms of the Proposed Transactions; (6) the ability of the
combined company to meet applicable listing standards or to maintain the listing of its securities following the closing of the Business
Combination; (7) the risk that the announcement and consummation of the transaction disrupts current plans, operations, relationships
with customers, suppliers, regulators, partners and employees, or newcleo’s ability to retain key personnel; (8) the ability to
recognize the anticipated benefits of the Business Combination, including the ability to fund and execute newcleo’s technology
development, licensing, manufacturing, fuel supply and commercialization plans; (9) risks related to newcleo’s early stage of development,
limited operating history and expected need for substantial additional capital to develop, license, construct and commercialize its technologies
and facilities; (10) risks related to the development, demonstration, licensing and deployment of advanced nuclear technologies, including
newcleo’s lead-cooled fast reactor technology and mixed-oxide fuel strategy; (11) risks related to technical performance, engineering,
manufacturing, construction, supply chain, fuel availability, cost estimates, project delays, cost overruns, corrosion, materials performance,
safety, reliability and other development or operational challenges; (12) risks related to obtaining, maintaining or complying with required
regulatory approvals, permits, authorizations, licenses and export control approvals in the United States, the United Kingdom, France,
Italy, the European Union and other jurisdictions in which newcleo may operate; (13) changes in market, regulatory, political and economic
conditions affecting the nuclear energy industry, advanced reactor development, energy markets, capital markets and infrastructure financing;
(14) the costs related to the Proposed Transactions and those arising as a result of becoming a public company; (15) the level of redemptions
of NewHold’s public shareholders, which may reduce the amount of cash available to the combined company and may reduce the public
float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing or trading of securities of NewHold or
newcleo; (16) risks related to increased competition in the industries in which newcleo will operate; (17) risks related to changes in
U.S. or foreign laws and regulations applicable to nuclear energy, export controls, sanctions, trade restrictions, foreign investment,
environmental protection, health and safety, securities and public company reporting; (18) the possibility that the combined company
may be adversely affected by competitive factors, investor sentiment, litigation, cybersecurity incidents, geopolitical developments
or other macroeconomic conditions; (19) the risk of being considered to be a “shell company” by any stock exchange on which
newcleo securities will be listed or by the SEC, which may impact the ability to list newcleo’s securities and restrict reliance
on certain rules or forms in connection with the offering, sale or resale of securities; and (20) other risks detailed from time to time
in NewHold’s filings with the SEC, including the Registration Statement and related documents filed or to be filed in connection
with the Business Combination.
The foregoing list of risk factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the final
prospectus of NewHold dated February 27, 2025 and filed by NewHold with the SEC on February 28, 2025, NewHold’s Annual Report on
Form 10-K for the year ended December 31, 2025 filed with the SEC on April 1, 2026, the Registration Statement and Proxy Statement/Prospectus
that will be filed by newcleo and NewHold, and other documents filed by NewHold and newcleo from time to time with the SEC, as well as
the list of risk factors included herein. These filings do or will identify and address other important risks and uncertainties that
could cause actual results to differ materially from those contained in the forward-looking statements. Additional risks and uncertainties
not currently known or that are currently deemed immaterial may also cause actual results to differ materially from those expressed or
implied by such forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and none of
the parties or any of their representatives assumes any obligation or intends to update or revise these forward-looking statements, each
of which is made only as of the date of this communication.
4
EX-99.5 — FORM OF LETTER FROM NEWCLEO'S CEO TO INVESTORS, DATED AS OF MAY 27, 2026
EX-99.5
Filename: ea029209701ex99-5.htm · Sequence: 12
Exhibit
99.5
SUBJECT: newcleo to Become Publicly Traded Company on Nasdaq
Dear
Shareholders,
I’m
writing to tell you about an important update for our investors and a significant milestone for our company. I am thrilled that newcleo
has announced a plan to become a public company in the U.S. through a business combination with NewHold Investment Corp III (Nasdaq:
NHIC). As a result of the business combination, our stock would be traded on Nasdaq. Please see the announcement release here: [Link
to release].
Because
NewHold is already publicly traded, newcleo will become a public company when the business combination is complete, trading on
Nasdaq under the ticker symbol “NWCL”.
Once
the merger is closed, it will deliver significant financial resources to accelerate our strategic growth plans in Europe and in the U.S.,
and substantially enhance our balance sheet. With the proceeds we are raising from this transaction, we anticipate being armed with the
capital necessary to accelerate and build upon our leadership position in the advanced nuclear reactor and nuclear fuel space, as recognized
also from the latest OECD NEA Small Modular Reactor Dashboard. As a public company, we believe that we will be ideally positioned to
advance our mission of closing the nuclear fuel cycle while safely producing clean, competitive, and practically inexhaustible energy
required for low carbon energy production.
This
transaction represents the natural evolution of your investment in newcleo. Upon completion of the business combination, your existing
equity position will convert to shares in the publicly traded entity. Any restrictions on your ability to dispose of such shares, and
related timeline, will be communicated at a later stage.
As
we progress through this critical phase, I want to remind you that information you may have access to about newcleo should remain
strictly confidential and should continue to be treated as such under the terms of your existing NDA and shareholder confidentiality
obligations. Please do not share, discuss, or disseminate this information to anyone outside your organization.
As
we enter this new chapter, however, there are some rules we must all follow. The U.S. Securities and Exchange Commission (SEC) has strict
regulations governing external communications. Accordingly, we ask that you refrain from making statements about our company or our performance
in open forums.
We
expect to complete the transaction in the second half of 2026. In the meantime, please direct all questions to our Investor Relations
department at investors@newcleo.com, which will ensure you receive timely and accurate information while maintaining regulatory compliance.
We kindly request you refrain from contacting myself, Elisabeth Rizzotti, or members of our management team directly regarding the business
combination or related matters. Please be aware that we are unable to share certain information at this stage.
Of
course, we will continue to keep you informed of material developments at the company as we work toward completing this exciting transaction.
Your continued support has been instrumental in reaching this milestone, and we look forward to this next chapter together as we advance
our leadership position in nuclear technology.
I
am personally excited to enter this new transformative chapter with you and look forward to sharing more as we progress in finalising
the transaction.
Sincerely,
Stefano
Buono
CEO
Important
Information for Investors and Shareholders
NewHold
and NewCleo Ltd. (“newcleo”) intend to file with the Securities and Exchange Commission (the “SEC”) a
Registration Statement on Form F-4 (as may be amended, the “Registration Statement”), which will include a preliminary proxy
statement of NewHold and a prospectus of newcleo (the “Proxy Statement/Prospectus”) in connection with the proposed business
combination between NewHold and newcleo (the “Business Combination”), the private placements of securities in connection
with the Business Combination, if any (the “Private Placement Transactions”), and the other transactions contemplated by
the business combination agreement and/or as described in this communication (together with the Business Combination and the Private
Placement Transactions, the “Proposed Transactions”). The definitive proxy statement and other relevant documents will be
mailed to shareholders of NewHold as of the record date to be established for voting on the Business Combination and other matters as
described in the Proxy Statement/Prospectus. NewHold and/or newcleo will also file other documents regarding the Proposed Transactions
with the SEC. This communication does not contain all of the information that should be considered concerning the Proposed Transactions
and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transactions. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF NEWHOLD AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE
PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH NEWHOLD’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL
MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS
BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT NEWHOLD, NEWCLEO AND THE PROPOSED TRANSACTIONS. Investors and security
holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed
or to be filed with the SEC by NewHold and newcleo, without charge, once available, on the SEC’s website at www.sec.gov, or by
directing a request to: NewHold Investment Corp. III, 52 Vanderbilt Avenue, Suite 2005, New York, New York 10017, or to: NewCleo Ltd.,
55 South Audley Street London, W1K 2QH, United Kingdom.
NEITHER
THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON
THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION, OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE
IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The
securities to be issued by newcleo in connection with the Proposed Transactions have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), except pursuant to the Registration Statement once declared effective by the SEC,
and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements
of the Securities Act.
Participants
in the Solicitation
NewHold,
newcleo and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of
proxies from NewHold shareholders in connection with the Business Combination. A list of the names of NewHold’s directors and executive
officers and information regarding their interests in the Business Combination and their ownership of NewHold’s securities is,
or will be, contained in NewHold’s filings with the SEC. Additional information regarding the interests of the persons who may,
under SEC rules, be deemed participants in the solicitation of proxies from NewHold shareholders in connection with the Business Combination,
including the names and interests of newcleo’s directors and executive officers, will be set forth in the Proxy Statement/Prospectus,
which is expected to be filed by NewHold and newcleo with the SEC. Investors and security holders may obtain free copies of these documents
as described above.
No
Offer or Solicitation
This
communication is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization, with
respect to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or exchange, or a solicitation
of an offer to buy or exchange the securities of NewHold or newcleo, or any commodity or instrument or related derivative, nor shall
there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made
except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with
their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
2
Forward-Looking
Statements
This
communication contains certain forward-looking statements within the meaning of U.S. federal securities laws with respect to the Proposed
Transactions and the parties thereto. All statements contained in this communication other than statements of historical fact, including,
without limitation, statements regarding the Business Combination between NewHold and newcleo; the anticipated benefits and timing of
the transaction; expected trading of the combined company’s securities on Nasdaq; the completion of investments from certain institutional
investors; the expected amount of gross proceeds from any investments or other financing arrangements; the anticipated use of proceeds
from such investments or financing arrangements; newcleo’s development and commercialization of its lead-cooled fast reactor technology,
mixed-oxide fuel capabilities and related products and services; the expected timing, cost, performance and benefits of newcleo’s
demonstration projects, fuel facilities, reactor deployments and licensing activities; newcleo’s ability to execute its business
strategy, develop its technology, obtain required regulatory approvals, permits and licenses, enter into commercial arrangements, achieve
its market opportunity and positioning and support the growth of advanced nuclear energy; newcleo’s expectations regarding strategic
partnerships, customer demand, project pipeline, revenue streams, capital expenditures and financing needs; and other statements regarding
management’s intentions, beliefs, or expectations with respect to the combined company’s future performance, are forward-looking
statements.
Forward-looking
statements are often identified by the use of words such as “anticipate,” “believe,” “continue,”
“could,” “develop,” “estimate,” “expect,” “intend,” “may,” “might,”
“plan,” “potential,” “predict,” “project,” “seek,” “should,”
“target,” “will,” “would,” and similar expressions, but the absence of these words does not mean
that a statement is not forward-looking.
These
forward-looking statements are based on the current expectations and assumptions of NewHold and newcleo and are subject to risks and
uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
Such risks and uncertainties include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could
delay or prevent the consummation of the proposed Business Combination; (2) the outcome of any legal proceedings that may be instituted
against NewHold, newcleo, the combined company, or others following the announcement of the Proposed Transactions; (3) the inability
to complete the Business Combination due to failure to obtain NewHold shareholder approval or satisfy other closing conditions; (4) the
inability to complete any Private Placement Transactions or other financing arrangements on the expected terms, or at all; (5) changes
to the structure, timing or terms of the Proposed Transactions; (6) the ability of the combined company to meet applicable listing standards
or to maintain the listing of its securities following the closing of the Business Combination; (7) the risk that the announcement and
consummation of the transaction disrupts current plans, operations, relationships with customers, suppliers, regulators, partners and
employees, or newcleo’s ability to retain key personnel; (8) the ability to recognize the anticipated benefits of the Business
Combination, including the ability to fund and execute newcleo’s technology development, licensing, manufacturing, fuel supply
and commercialization plans; (9) risks related to newcleo’s early stage of development, limited operating history and expected
need for substantial additional capital to develop, license, construct and commercialize its technologies and facilities; (10) risks
related to the development, demonstration, licensing and deployment of advanced nuclear technologies, including newcleo’s lead-cooled
fast reactor technology and mixed-oxide fuel strategy; (11) risks related to technical performance, engineering, manufacturing, construction,
supply chain, fuel availability, cost estimates, project delays, cost overruns, corrosion, materials performance, safety, reliability
and other development or operational challenges; (12) risks related to obtaining, maintaining or complying with required regulatory approvals,
permits, authorizations, licenses and export control approvals in the United States, the United Kingdom, France, Italy, the European
Union and other jurisdictions in which newcleo may operate; (13) changes in market, regulatory, political and economic conditions affecting
the nuclear energy industry, advanced reactor development, energy markets, capital markets and infrastructure financing; (14) the costs
related to the Proposed Transactions and those arising as a result of becoming a public company; (15) the level of redemptions of NewHold’s
public shareholders, which may reduce the amount of cash available to the combined company and may reduce the public float of, reduce
the liquidity of the trading market of, and/or maintain the quotation, listing or trading of securities of NewHold or newcleo; (16) risks
related to increased competition in the industries in which newcleo will operate; (17) risks related to changes in U.S. or foreign laws
and regulations applicable to nuclear energy, export controls, sanctions, trade restrictions, foreign investment, environmental protection,
health and safety, securities and public company reporting; (18) the possibility that the combined company may be adversely affected
by competitive factors, investor sentiment, litigation, cybersecurity incidents, geopolitical developments or other macroeconomic conditions;
(19) the risk of being considered to be a “shell company” by any stock exchange on which newcleo securities will be listed
or by the SEC, which may impact the ability to list newcleo’s securities and restrict reliance on certain rules or forms in connection
with the offering, sale or resale of securities; and (20) other risks detailed from time to time in NewHold’s filings with the
SEC, including the Registration Statement and related documents filed or to be filed in connection with the Business Combination.
The
foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties
described in the “Risk Factors” section of the final prospectus of NewHold dated February 27, 2025 and filed by NewHold with
the SEC on February 28, 2025, NewHold’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April
1, 2026, the Registration Statement and Proxy Statement/Prospectus that will be filed by newcleo and NewHold, and other documents filed
by NewHold and newcleo from time to time with the SEC, as well as the list of risk factors included herein. These filings do or will
identify and address other important risks and uncertainties that could cause actual results to differ materially from those contained
in the forward-looking statements. Additional risks and uncertainties not currently known or that are currently deemed immaterial may
also cause actual results to differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned
not to put undue reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation
or intends to update or revise these forward-looking statements, each of which is made only as of the date of this communication.
3
EX-99.6 — FORM OF LETTER FROM NEWCLEO'S CEO TO CUSTOMERS, DATED MAY 27, 2026
EX-99.6
Filename: ea029209701ex99-6.htm · Sequence: 13
Exhibit
99.6
SUBJECT: newcleo to Become Publicly Traded Company on Nasdaq
Dear
[Supplier/Partner/Customer Name]
We
are excited to announce a remarkable milestone for newcleo as we plan to go public and list our stock on NASDAQ in the US. This
milestone will be accomplished through a merger with an already publicly traded special purpose acquisition company (SPAC), NewHold Investment
Corp. III (Nasdaq: NHIC).
We
issued a news release just a short while ago to officially announce our proposed combination with NewHold - please see the release here:
[Link to release]. [Insert outlet] also covered the news this morning - please see the story attached.
Because
NewHold is already publicly traded, newcleo will become a public company when the business combination is complete, trading on
Nasdaq under the ticker symbol “NWCL.” We expect to complete the transaction in the second half of 2026.
We
will continue to operate under the newcleo name and there will be no meaningful changes to our relationship with you. To confirm,
this business combination has no impact on our agreements with you as a supplier, which remain fully applicable. In addition, the business
combination is not resulting in any change of control and it has no impact on the newcleo contracting party, which remains the
same.
Our
focus remains on working towards generating safe, clean, and sustainable nuclear energy at a competitive cost, combining proven reactor
technologies with new developments and closing of the fuel cycle. We believe that this transaction will further strengthen our market
position.
This
event provides significant financial resources to fund our accelerated growth and globally scale our business. As a public company, we
will be ideally positioned to advance our mission of closing the nuclear fuel cycle while safely producing clean, competitive, and practically
inexhaustible energy required for low carbon economies. We are all excited to kick off the next chapter in our journey to continue as
the leader in nuclear innovation and clean energy solutions.
As
we move forward with this exciting development, there may be increased external interest regarding newcleo that would be used
to form an opinion on our future performance. As a trusted partner, you may be in possession of material non-public information about
newcleo. We kindly request that you please refrain from discussing the details of our relationship, any terms of any agreements
between us, our financial results, or other information that you may have access to with anyone outside of your organization.
As
we enter this new chapter, there are some rules we must all follow. The Securities Exchange Commission (SEC) has strict regulations governing
publicity. Accordingly, we ask that you refrain from making statements about our company or the proposed transaction in open forums (e.g.,
online, to friends, on Facebook, X, LinkedIn, via email, to existing or prospective clients, to the press, etc.).
We
deeply value our collaboration and your ongoing support for our success. Our next communication to you about the combination will be
at the closing of the transaction. In the meantime, please be aware that any questions can be directed through your contract manager.
Sincerely,
Stefano
Buono
CEO
Important
Information for Investors and Shareholders
NewHold
and NewCleo Ltd. (“newcleo”) intend to file with the Securities and Exchange Commission (the “SEC”) a
Registration Statement on Form F-4 (as may be amended, the “Registration Statement”), which will include a preliminary proxy
statement of NewHold and a prospectus of newcleo (the “Proxy Statement/Prospectus”) in connection with the proposed business
combination between NewHold and newcleo (the “Business Combination”), the private placements of securities in connection
with the Business Combination, if any (the “Private Placement Transactions”), and the other transactions contemplated by
the business combination agreement and/or as described in this communication (together with the Business Combination and the Private
Placement Transactions, the “Proposed Transactions”). The definitive proxy statement and other relevant documents will be
mailed to shareholders of NewHold as of the record date to be established for voting on the Business Combination and other matters as
described in the Proxy Statement/Prospectus. NewHold and/or newcleo will also file other documents regarding the Proposed Transactions
with the SEC. This communication does not contain all of the information that should be considered concerning the Proposed Transactions
and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transactions. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF NEWHOLD AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE
PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH NEWHOLD’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL
MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS
BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT NEWHOLD, NEWCLEO AND THE PROPOSED TRANSACTIONS. Investors and security
holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed
or to be filed with the SEC by NewHold and newcleo, without charge, once available, on the SEC’s website at www.sec.gov, or by
directing a request to: NewHold Investment Corp. III, 52 Vanderbilt Avenue, Suite 2005, New York, New York 10017, or to: NewCleo Ltd.,
55 South Audley Street London, W1K 2QH, United Kingdom.
NEITHER
THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON
THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION, OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE
IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The
securities to be issued by newcleo in connection with the Proposed Transactions have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), except pursuant to the Registration Statement once declared effective by the SEC,
and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements
of the Securities Act.
Participants
in the Solicitation
NewHold,
newcleo and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of
proxies from NewHold shareholders in connection with the Business Combination. A list of the names of NewHold’s directors and executive
officers and information regarding their interests in the Business Combination and their ownership of NewHold’s securities is,
or will be, contained in NewHold’s filings with the SEC. Additional information regarding the interests of the persons who may,
under SEC rules, be deemed participants in the solicitation of proxies from NewHold shareholders in connection with the Business Combination,
including the names and interests of newcleo’s directors and executive officers, will be set forth in the Proxy Statement/Prospectus,
which is expected to be filed by NewHold and newcleo with the SEC. Investors and security holders may obtain free copies of these documents
as described above.
No
Offer or Solicitation
This
communication is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization, with
respect to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or exchange, or a solicitation
of an offer to buy or exchange the securities of NewHold or newcleo, or any commodity or instrument or related derivative, nor shall
there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made
except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with
their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
2
Forward-Looking
Statements
This
communication contains certain forward-looking statements within the meaning of U.S. federal securities laws with respect to the Proposed
Transactions and the parties thereto. All statements contained in this communication other than statements of historical fact, including,
without limitation, statements regarding the Business Combination between NewHold and newcleo; the anticipated benefits and timing of
the transaction; expected trading of the combined company’s securities on Nasdaq; the completion of investments from certain institutional
investors; the expected amount of gross proceeds from any investments or other financing arrangements; the anticipated use of proceeds
from such investments or financing arrangements; newcleo’s development and commercialization of its lead-cooled fast reactor technology,
mixed-oxide fuel capabilities and related products and services; the expected timing, cost, performance and benefits of newcleo’s
demonstration projects, fuel facilities, reactor deployments and licensing activities; newcleo’s ability to execute its business
strategy, develop its technology, obtain required regulatory approvals, permits and licenses, enter into commercial arrangements, achieve
its market opportunity and positioning and support the growth of advanced nuclear energy; newcleo’s expectations regarding strategic
partnerships, customer demand, project pipeline, revenue streams, capital expenditures and financing needs; and other statements regarding
management’s intentions, beliefs, or expectations with respect to the combined company’s future performance, are forward-looking
statements.
Forward-looking
statements are often identified by the use of words such as “anticipate,” “believe,” “continue,”
“could,” “develop,” “estimate,” “expect,” “intend,” “may,” “might,”
“plan,” “potential,” “predict,” “project,” “seek,” “should,”
“target,” “will,” “would,” and similar expressions, but the absence of these words does not mean
that a statement is not forward-looking.
These
forward-looking statements are based on the current expectations and assumptions of NewHold and newcleo and are subject to risks and
uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
Such risks and uncertainties include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could
delay or prevent the consummation of the proposed Business Combination; (2) the outcome of any legal proceedings that may be instituted
against NewHold, newcleo, the combined company, or others following the announcement of the Proposed Transactions; (3) the inability
to complete the Business Combination due to failure to obtain NewHold shareholder approval or satisfy other closing conditions; (4) the
inability to complete any Private Placement Transactions or other financing arrangements on the expected terms, or at all; (5) changes
to the structure, timing or terms of the Proposed Transactions; (6) the ability of the combined company to meet applicable listing standards
or to maintain the listing of its securities following the closing of the Business Combination; (7) the risk that the announcement and
consummation of the transaction disrupts current plans, operations, relationships with customers, suppliers, regulators, partners and
employees, or newcleo’s ability to retain key personnel; (8) the ability to recognize the anticipated benefits of the Business
Combination, including the ability to fund and execute newcleo’s technology development, licensing, manufacturing, fuel supply
and commercialization plans; (9) risks related to newcleo’s early stage of development, limited operating history and expected
need for substantial additional capital to develop, license, construct and commercialize its technologies and facilities; (10) risks
related to the development, demonstration, licensing and deployment of advanced nuclear technologies, including newcleo’s lead-cooled
fast reactor technology and mixed-oxide fuel strategy; (11) risks related to technical performance, engineering, manufacturing, construction,
supply chain, fuel availability, cost estimates, project delays, cost overruns, corrosion, materials performance, safety, reliability
and other development or operational challenges; (12) risks related to obtaining, maintaining or complying with required regulatory approvals,
permits, authorizations, licenses and export control approvals in the United States, the United Kingdom, France, Italy, the European
Union and other jurisdictions in which newcleo may operate; (13) changes in market, regulatory, political and economic conditions affecting
the nuclear energy industry, advanced reactor development, energy markets, capital markets and infrastructure financing; (14) the costs
related to the Proposed Transactions and those arising as a result of becoming a public company; (15) the level of redemptions of NewHold’s
public shareholders, which may reduce the amount of cash available to the combined company and may reduce the public float of, reduce
the liquidity of the trading market of, and/or maintain the quotation, listing or trading of securities of NewHold or newcleo; (16) risks
related to increased competition in the industries in which newcleo will operate; (17) risks related to changes in U.S. or foreign laws
and regulations applicable to nuclear energy, export controls, sanctions, trade restrictions, foreign investment, environmental protection,
health and safety, securities and public company reporting; (18) the possibility that the combined company may be adversely affected
by competitive factors, investor sentiment, litigation, cybersecurity incidents, geopolitical developments or other macroeconomic conditions;
(19) the risk of being considered to be a “shell company” by any stock exchange on which newcleo securities will be listed
or by the SEC, which may impact the ability to list newcleo’s securities and restrict reliance on certain rules or forms in connection
with the offering, sale or resale of securities; and (20) other risks detailed from time to time in NewHold’s filings with the
SEC, including the Registration Statement and related documents filed or to be filed in connection with the Business Combination.
The
foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties
described in the “Risk Factors” section of the final prospectus of NewHold dated February 27, 2025 and filed by NewHold with
the SEC on February 28, 2025, NewHold’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April
1, 2026, the Registration Statement and Proxy Statement/Prospectus that will be filed by newcleo and NewHold, and other documents filed
by NewHold and newcleo from time to time with the SEC, as well as the list of risk factors included herein. These filings do or will
identify and address other important risks and uncertainties that could cause actual results to differ materially from those contained
in the forward-looking statements. Additional risks and uncertainties not currently known or that are currently deemed immaterial may
also cause actual results to differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned
not to put undue reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation
or intends to update or revise these forward-looking statements, each of which is made only as of the date of this communication.
3
EX-99.7 — FORM OF EMAIL FROM NEWCLEO'S CEO TO CERTAIN GOVERNMENTAL AUTHORITIES, DATED MAY 27, 2026
EX-99.7
Filename: ea029209701ex99-7.htm · Sequence: 14
Exhibit
99.7
Dear
[ ],
Today
newcleo has announced a plan to become a publicly listed company in the U.S. on the Nasdaq stock exchange through a business combination
with NewHold Investment Corp III (Nasdaq: NHIC). Please see the announcement release here: https://www.newcleo.com/news-insights/
Because
NewHold is already publicly traded, newcleo will become a public company when the business combination is complete, trading on
Nasdaq under the ticker symbol “NWCL”. The business combination is similar to an initial public offering (IPO) and represents
a transformational step for newcleo.
The
proposed structure will allow the company to achieve its long-term strategic and financing objectives. A US listing gives us access to
a deep specialist investor base and greater liquidity, allowing us to finance our next stage of growth while keeping in Europe our headquarters,
core operations, R&D, manufacturing footprint, and strategic decision-making. We recognize the strategic importance of our sector
and will continue to meet all European and national obligations relating to security, export controls, procurement, data, and critical
infrastructure.
We
are committed to transparent engagement with European institutions and national governments. Our goal is to become a stronger global
company while remaining an innovative European industrial champion.
We
will continue to operate under the newcleo name and there will be no meaningful changes to our teams or how we operate day to
day. Our focus remains on working towards delivering advanced reactors and fuel solutions that can generate safe, clean and sustainable
nuclear energy at competitive costs.
We
attach great importance to the support and partnership we have been able to develop with [ ] to date.
As
we enter this new phase of our journey, we are determined to maintain and deepen this privileged dialogue, also with a view to contributing
to the revival of nuclear energy in our country.
Sincerely,
[ ]
Important
Information for Investors and Shareholders
NewHold
and NewCleo Ltd. (“newcleo”) intend to file with the Securities and Exchange Commission (the “SEC”) a
Registration Statement on Form F-4 (as may be amended, the “Registration Statement”), which will include a preliminary proxy
statement of NewHold and a prospectus of newcleo (the “Proxy Statement/Prospectus”) in connection with the proposed business
combination between NewHold and newcleo (the “Business Combination”), the private placements of securities in connection
with the Business Combination, if any (the “Private Placement Transactions”), and the other transactions contemplated by
the business combination agreement and/or as described in this communication (together with the Business Combination and the Private
Placement Transactions, the “Proposed Transactions”). The definitive proxy statement and other relevant documents will be
mailed to shareholders of NewHold as of the record date to be established for voting on the Business Combination and other matters as
described in the Proxy Statement/Prospectus. NewHold and/or newcleo will also file other documents regarding the Proposed Transactions
with the SEC. This communication does not contain all of the information that should be considered concerning the Proposed Transactions
and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transactions. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF NEWHOLD AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE
PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH NEWHOLD’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL
MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS
BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT NEWHOLD, NEWCLEO AND THE PROPOSED TRANSACTIONS. Investors and security
holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed
or to be filed with the SEC by NewHold and newcleo, without charge, once available, on the SEC’s website at www.sec.gov, or by
directing a request to: NewHold Investment Corp. III, 52 Vanderbilt Avenue, Suite 2005, New York, New York 10017, or to: NewCleo Ltd.,
55 South Audley Street London, W1K 2QH, United Kingdom.
NEITHER
THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON
THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION, OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE
IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The
securities to be issued by newcleo in connection with the Proposed Transactions have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), except pursuant to the Registration Statement once declared effective by the SEC,
and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements
of the Securities Act.
Participants
in the Solicitation
NewHold,
newcleo and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of
proxies from NewHold shareholders in connection with the Business Combination. A list of the names of NewHold’s directors and executive
officers and information regarding their interests in the Business Combination and their ownership of NewHold’s securities is,
or will be, contained in NewHold’s filings with the SEC. Additional information regarding the interests of the persons who may,
under SEC rules, be deemed participants in the solicitation of proxies from NewHold shareholders in connection with the Business Combination,
including the names and interests of newcleo’s directors and executive officers, will be set forth in the Proxy Statement/Prospectus,
which is expected to be filed by NewHold and newcleo with the SEC. Investors and security holders may obtain free copies of these documents
as described above.
No
Offer or Solicitation
This
communication is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization, with
respect to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or exchange, or a solicitation
of an offer to buy or exchange the securities of NewHold or newcleo, or any commodity or instrument or related derivative, nor shall
there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made
except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with
their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
2
Forward-Looking
Statements
This
communication contains certain forward-looking statements within the meaning of U.S. federal securities laws with respect to the Proposed
Transactions and the parties thereto. All statements contained in this communication other than statements of historical fact, including,
without limitation, statements regarding the Business Combination between NewHold and newcleo; the anticipated benefits and timing of
the transaction; expected trading of the combined company’s securities on Nasdaq; the completion of investments from certain institutional
investors; the expected amount of gross proceeds from any investments or other financing arrangements; the anticipated use of proceeds
from such investments or financing arrangements; newcleo’s development and commercialization of its lead-cooled fast reactor technology,
mixed-oxide fuel capabilities and related products and services; the expected timing, cost, performance and benefits of newcleo’s
demonstration projects, fuel facilities, reactor deployments and licensing activities; newcleo’s ability to execute its business
strategy, develop its technology, obtain required regulatory approvals, permits and licenses, enter into commercial arrangements, achieve
its market opportunity and positioning and support the growth of advanced nuclear energy; newcleo’s expectations regarding strategic
partnerships, customer demand, project pipeline, revenue streams, capital expenditures and financing needs; and other statements regarding
management’s intentions, beliefs, or expectations with respect to the combined company’s future performance, are forward-looking
statements.
Forward-looking
statements are often identified by the use of words such as “anticipate,” “believe,” “continue,”
“could,” “develop,” “estimate,” “expect,” “intend,” “may,” “might,”
“plan,” “potential,” “predict,” “project,” “seek,” “should,”
“target,” “will,” “would,” and similar expressions, but the absence of these words does not mean
that a statement is not forward-looking.
These
forward-looking statements are based on the current expectations and assumptions of NewHold and newcleo and are subject to risks and
uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
Such risks and uncertainties include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could
delay or prevent the consummation of the proposed Business Combination; (2) the outcome of any legal proceedings that may be instituted
against NewHold, newcleo, the combined company, or others following the announcement of the Proposed Transactions; (3) the inability
to complete the Business Combination due to failure to obtain NewHold shareholder approval or satisfy other closing conditions; (4) the
inability to complete any Private Placement Transactions or other financing arrangements on the expected terms, or at all; (5) changes
to the structure, timing or terms of the Proposed Transactions; (6) the ability of the combined company to meet applicable listing standards
or to maintain the listing of its securities following the closing of the Business Combination; (7) the risk that the announcement and
consummation of the transaction disrupts current plans, operations, relationships with customers, suppliers, regulators, partners and
employees, or newcleo’s ability to retain key personnel; (8) the ability to recognize the anticipated benefits of the Business
Combination, including the ability to fund and execute newcleo’s technology development, licensing, manufacturing, fuel supply
and commercialization plans; (9) risks related to newcleo’s early stage of development, limited operating history and expected
need for substantial additional capital to develop, license, construct and commercialize its technologies and facilities; (10) risks
related to the development, demonstration, licensing and deployment of advanced nuclear technologies, including newcleo’s lead-cooled
fast reactor technology and mixed-oxide fuel strategy; (11) risks related to technical performance, engineering, manufacturing, construction,
supply chain, fuel availability, cost estimates, project delays, cost overruns, corrosion, materials performance, safety, reliability
and other development or operational challenges; (12) risks related to obtaining, maintaining or complying with required regulatory approvals,
permits, authorizations, licenses and export control approvals in the United States, the United Kingdom, France, Italy, the European
Union and other jurisdictions in which newcleo may operate; (13) changes in market, regulatory, political and economic conditions affecting
the nuclear energy industry, advanced reactor development, energy markets, capital markets and infrastructure financing; (14) the costs
related to the Proposed Transactions and those arising as a result of becoming a public company; (15) the level of redemptions of NewHold’s
public shareholders, which may reduce the amount of cash available to the combined company and may reduce the public float of, reduce
the liquidity of the trading market of, and/or maintain the quotation, listing or trading of securities of NewHold or newcleo; (16) risks
related to increased competition in the industries in which newcleo will operate; (17) risks related to changes in U.S. or foreign laws
and regulations applicable to nuclear energy, export controls, sanctions, trade restrictions, foreign investment, environmental protection,
health and safety, securities and public company reporting; (18) the possibility that the combined company may be adversely affected
by competitive factors, investor sentiment, litigation, cybersecurity incidents, geopolitical developments or other macroeconomic conditions;
(19) the risk of being considered to be a “shell company” by any stock exchange on which newcleo securities will be listed
or by the SEC, which may impact the ability to list newcleo’s securities and restrict reliance on certain rules or forms in connection
with the offering, sale or resale of securities; and (20) other risks detailed from time to time in NewHold’s filings with the
SEC, including the Registration Statement and related documents filed or to be filed in connection with the Business Combination.
The
foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties
described in the “Risk Factors” section of the final prospectus of NewHold dated February 27, 2025 and filed by NewHold with
the SEC on February 28, 2025, NewHold’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April
1, 2026, the Registration Statement and Proxy Statement/Prospectus that will be filed by newcleo and NewHold, and other documents filed
by NewHold and newcleo from time to time with the SEC, as well as the list of risk factors included herein. These filings do or will
identify and address other important risks and uncertainties that could cause actual results to differ materially from those contained
in the forward-looking statements. Additional risks and uncertainties not currently known or that are currently deemed immaterial may
also cause actual results to differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned
not to put undue reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation
or intends to update or revise these forward-looking statements, each of which is made only as of the date of this communication.
3
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Cover
May 26, 2026
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May 26, 2026
Entity File Number
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Entity Registrant Name
NewHold Investment Corp III
Entity Central Index Key
0002043699
Entity Tax Identification Number
00-0000000
Entity Incorporation, State or Country Code
E9
Entity Address, Address Line One
52 Vanderbilt Avenue
Entity Address, Address Line Two
Suite 2005
Entity Address, City or Town
New York
Entity Address, State or Province
NY
Entity Address, Postal Zip Code
10017
City Area Code
646
Local Phone Number
655-8504
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Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Title of 12(b) Security
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol
NHICU
Security Exchange Name
NASDAQ
Class A ordinary shares, par value $0.0001 per share
Title of 12(b) Security
Class A ordinary shares, par value $0.0001 per share
Trading Symbol
NHIC
Security Exchange Name
NASDAQ
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Title of 12(b) Security
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Trading Symbol
NHICW
Security Exchange Name
NASDAQ
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