Form 8-K

8-K — Aperture AC

Accession: 0001213900-26-060674

Filed: 2026-05-22

Period: 2026-05-20

CIK: 0002093524

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

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

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

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0291975-8k_aperture.htm (Primary)

EX-1.1 — UNDERWRITING AGREEMENT, DATED MAY 20, 2026, BY AND BETWEEN THE COMPANY AND IB CAPITAL, AS REPRESENTATIVE OF THE UNDERWRITERS (ea029197501ex1-1.htm)

EX-3.1 — AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY (ea029197501ex3-1.htm)

EX-4.1 — SHARE RIGHTS AGREEMENT, DATED MAY 20, 2026, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY (ea029197501ex4-1.htm)

EX-10.1 — INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED MAY 20, 2026, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY (ea029197501ex10-1.htm)

EX-10.2 — REGISTRATION RIGHTS AGREEMENT, DATED MAY 20, 2026, BY AND AMONG THE COMPANY, THE SPONSOR, IB CAPITAL, I-BANKERS SECURITIES, INC., EARLYBIRDCAPITAL, INC., AND THE OTHER PARTIES SIGNATORY THERETO (ea029197501ex10-2.htm)

EX-10.3 — PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, DATED MAY 20, 2026, BETWEEN THE COMPANY AND THE SPONSOR (ea029197501ex10-3.htm)

EX-10.4 — PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, DATED MAY 20, 2026, BETWEEN THE COMPANY, IB CAPITAL, I-BANKERS SECURITIES, INC., AND EARLYBIRDCAPITAL, INC (ea029197501ex10-4.htm)

EX-10.5 — LETTER AGREEMENT, DATED MAY 20, 2026, BY AND AMONG THE COMPANY, SPONSOR AND EACH OF THE OFFICERS AND DIRECTORS OF THE COMPANY, AND THE OTHER PARTIES SIGNATORY THERETO (ea029197501ex10-5.htm)

EX-10.6 — FORM OF INDEMNITY AGREEMENT (ea029197501ex10-6.htm)

EX-10.7 — ADMINISTRATIVE SERVICES AGREEMENT, DATED MAY 20, 2026, BETWEEN THE COMPANY AND APERTURE SPONSOR LLC (ea029197501ex10-7.htm)

EX-99.1 — PRESS RELEASE, DATED MAY 20, 2026 (ea029197501ex99-1.htm)

EX-99.2 — PRESS RELEASE, DATED MAY 22, 2026 (ea029197501ex99-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-05-20

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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION

13 OR 15(d)

OF THE SECURITIES EXCHANGE

ACT OF 1934

Date of Report (Date

of earliest event reported): May 20, 2026

Aperture

(Exact name of registrant

as specified in its charter)

Cayman Islands

001-43308

N/A

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

835

Wilshire Blvd. 5th Floor

Los Angeles, CA 90017

(Address of principal executive offices, including zip code)

Registrant’s

telephone number, including area code: 424-253-0908

Not Applicable

(Former name or former

address, if changed since last report)

Check the appropriate

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

provisions:

☐

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

☐

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

☐

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

☐

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

Securities registered pursuant to Section

12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

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

APURU

The Nasdaq Capital Market

Class A ordinary shares, par value $0.0001 per share

APUR

The Nasdaq Capital Market

Rights, each right entitling the holder to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of an initial business combination

APURR

The Nasdaq Capital Market

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.

May 22, 2026, Aperture AC (the “Company”) consummated its initial public offering (“IPO”) of 10,200,000 units

(the “Units”), which includes 1,200,000 units issued pursuant to the partial exercise by the underwriters of their over-allotment

option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $102,000,000. Each Unit consists

of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one right to

receive one-fourth (1/4) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination (each,

a “Share Right”).

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

registration statement on Form S-1 (File No. 333-291583) for the IPO, initially filed with the U.S. Securities and Exchange Commission

(the “Commission”) on November 17, 2025 (as amended, the “Registration Statement”):

● An Underwriting Agreement, dated May 20, 2026, by and between

the Company and IB Capital, LLC (“IB Capital”), as representative of the underwriters, a copy of which is attached as Exhibit

1.1 hereto and incorporated herein by reference.

● A Share Rights Agreement, dated May 20, 2026, by and between

the Company and Continental Stock Transfer & Trust Company, as rights agent, a copy of which is attached as Exhibit 4.1 hereto and

incorporated herein by reference.

● An Investment Management Trust Agreement, dated May 20, 2026,

by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1

hereto and incorporated herein by reference.

● A Registration Rights Agreement, dated May 20, 2026, by and

among the Company, Aperture Sponsor LLC (the “Sponsor”), IB Capital, I-Bankers Securities, Inc., EarlyBirdCapital, Inc.,

and the other parties signatory thereto, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

● A Private Placement Units Purchase Agreement, dated May 20,

2026 (the “Sponsor Private Placement Units Purchase Agreement”), by and between the Company and the Sponsor, a copy of which

is attached as Exhibit 10.3 hereto and incorporated herein by reference.

● A Private Placement Units Purchase Agreement, dated May 20,

2026 (the “Underwriters’ Private Placement Units Purchase Agreement”), by and among the Company and IB Capital, I-Bankers

Securities, Inc., and EarlyBirdCapital, Inc., a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.

● A Letter Agreement, dated May 20, 2026, by and among the

Company, its officers, directors, the Sponsor and the other parties signatory thereto, a copy of which is attached as Exhibit 10.5 hereto

and incorporated herein by reference.

● Indemnity Agreements, dated May 20, 2026, by and among the

Company and each director and officer of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.

● An Administrative Services Agreement, dated May 20, 2026,

by and between the Company and Aperture Sponsor LLC, which is attached as Exhibit 10.7 hereto and incorporated herein by reference.

Item 3.02. Unregistered Sales of

Equity Securities.

Simultaneously

with the closing of the IPO, pursuant to the Sponsor Private Placement Units Purchase Agreement and the Underwriters’ Private Placement

Units Purchase Agreement, the Company completed the private sale of an aggregate of 311,000 units (the “Private Placement Units”)

to the Sponsor and the Underwriters at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $3,110,000. The

Private Placement Units (and underlying securities) are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration

Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was

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

Item 5.02.

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

Officers.

Effective May 20, 2026, each of Zhen Tan, Thomas Elliot Friend and Song Pettus was appointed to the audit committee of the Company’s

board of directors (the “Board”), with Song Pettus serving as chair of the audit committee. Additionally, each of Zhen Tan

and Song Pettus was appointed to the Board’s compensation committee, with Zhen Tan serving as chair of the compensation committee.

May 20, 2026, the Company entered into indemnity agreements with each of the directors and officers which require the Company to indemnify

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

them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject

to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.6 to this Current

Report on Form 8-K and incorporated herein by reference.

Item 5.03.

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

May 22, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended

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

20, 2026. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and

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

3.1 hereto and incorporated herein by reference.

Item 8.01. Other Events.

total of $102,255,000 of the proceeds from the IPO and the sale of the Private Placement Units, was placed in a U.S.-based trust account

maintained by Continental Stock Transfer & Trust Company, acting as trustee, with the remaining proceeds from the Private Placement

Units going to the Company’s working capital account (a portion of which will be used to pay offering expenses). Except with respect

to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and up to $100,000 for dissolution

expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of

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

its initial business combination within 12 months from the closing of the IPO (or by such earlier liquidation date as the Company’s

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

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

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

combination within 12 months from the closing of the IPO or with respect to any other material provisions relating to shareholders’

rights or pre-initial business combination activity.

May 20, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this

Current Report on Form 8-K.

May 22, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this

Current Report on Form 8-K.

Item 9.01 Financial Statements and

Exhibits.

(d) Exhibits

The

following exhibits are being filed herewith:

Exhibit No.

Description

1.1

Underwriting Agreement, dated May 20, 2026, by and between the Company and IB Capital, as representative of the underwriters.

3.1

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

4.1

Share Rights Agreement, dated May 20, 2026, by and between the Company and Continental Stock Transfer & Trust Company.

10.1

Investment Management Trust Agreement, dated May 20, 2026, by and between the Company and Continental Stock Transfer & Trust Company.

10.2

Registration Rights Agreement, dated May 20, 2026, by and among the Company, the Sponsor, IB Capital, I-Bankers Securities, Inc., EarlyBirdCapital, Inc., and the other parties signatory thereto.

10.3

Private Placement Units Purchase Agreement, dated May 20, 2026, between the Company and the Sponsor.

10.4

Private Placement Units Purchase Agreement, dated May 20, 2026, between the Company, IB Capital, I-Bankers Securities, Inc., and EarlyBirdCapital, Inc.

10.5

Letter Agreement, dated May 20, 2026, by and among the Company, Sponsor and each of the officers and directors of the Company, and the other parties signatory thereto.

10.6

Form of Indemnity Agreement.

10.7

Administrative Services Agreement, dated May 20, 2026, between the Company and Aperture Sponsor LLC.

99.1

Press Release, dated May 20, 2026.

99.2

Press Release, dated May 22, 2026.

104

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

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

APERTURE AC

By:

/s/ Calvin Kung

Name:

Calvin Kung

Title:

Chief Executive Officer

Dated: May 22, 2026

EX-1.1 — UNDERWRITING AGREEMENT, DATED MAY 20, 2026, BY AND BETWEEN THE COMPANY AND IB CAPITAL, AS REPRESENTATIVE OF THE UNDERWRITERS

EX-1.1

Filename: ea029197501ex1-1.htm · Sequence: 2

Exhibit 1.1

UNDERWRITING AGREEMENT

between

APERTURE

and

IB CAPITAL, LLC

as Representative of the Underwriters

Dated: May 20, 2026

UNDERWRITING AGREEMENT

New York, New York

May 20, 2026

IB Capital, LLC

1200 N Federal Hwy

Suite 215

Boca Raton, FL 33432

As Representative of the Underwriters

named on Schedule

A hereto

Ladies and Gentlemen:

The undersigned,

Aperture AC, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with IB Capital, LLC

(the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative

is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters”

or, each underwriter individually, an “Underwriter”) as follows:

Purchase and Sale of Securities.

1.1

Firm Securities.

1.1.1 Purchase

of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein

set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to

purchase from the Company, severally and not jointly, an aggregate of 9,000,000 units (the “Firm Units”) of the Company,

as set forth opposite the respective names of the Underwriters on Schedule A hereto, at a purchase price (net of discounts and

commissions described in Section 1.3 below) of $9.85 per Firm Unit. The Firm Units are to be offered initially to the public (the

“Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) Class A ordinary share

(“Ordinary Share”), par value $0.0001 per share, of the Company (the “Public Shares”), and one (1)

right (the “Share Rights”) to receive one-fourth (1/4) of one Ordinary Share upon consummation of a merger, amalgamation,

share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (the

“Business Combination”). The Ordinary Shares and Share Rights included in the Firm Units will trade separately on the

fifty-second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following

Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence,

in no event will the Public Shares and the Share Rights included in the Firm Units trade separately until (i) the Company has filed with

the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance

sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Unit Private Placement (as defined in Section

1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment

Option (as defined in Section 1.2.1) if such option is exercised prior to the filing of the Current Report on Form 8-K, and (ii)

the Company has issued a press release announcing when such separate trading will begin.

1.1.2 Payment

and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the first (1st)

Business Day (as defined below) following the commencement of trading of the Units (as defined in Section 1.2.1), or at such

earlier time as shall be agreed upon by the Representative and the Company, at the offices of Graubard Miller, counsel to the

Underwriters (“GM”), or at such other place as shall be agreed upon by the Representative and the Company. The

hour and date of delivery and payment for the Firm Units are called the “Closing Date.” Payment for the Firm

Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $90,225,000 of the

proceeds received by the Company for the Firm Units and the sale of the Placement Units (as defined in Section 1.4.2) shall

be deposited in the trust account (the “Trust Account”) established by the Company for the benefit of the Public

Shareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1) pursuant to the

terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental

Stock Transfer & Trust Company. The remaining proceeds received by the Company for the Firm Units and the sale of the Placement

Units (less commissions, and actual expense payments or other fees payable pursuant to this Agreement), if any, shall be paid to the

order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative)

representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account

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

Representative may request in writing at least one (1) full Business Day prior to the Closing Date. If delivery is not made through

the facilities of DTC, the Company will permit the Representative to examine and package the Firm Units for delivery, at least two

(2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except

upon tender of payment by the Representative for all the Firm Units. The Representative may, at its option, delegate one of the

other Underwriters (with such Underwriter’s consent) to take delivery of the Firm Units and the Option Units and to make

payment therefor as set forth above and below. As used herein, the term “Public Shareholders” means the holders

of Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined in Section

1.4.1) and any officer or director of the Company, to the extent, he, she or it acquires such Ordinary Shares in the aftermarket

(and solely with respect to such Ordinary Shares). “Business Day” means any day other than a Saturday, Sunday or

other day on which commercial banks in the City of New York are authorized or required by law to remain closed; provided, however,

that for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay

at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or

the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer

systems (including for wire transfers) of commercial banks in the City of New York are generally open for use by customers on such

day.

1.2

Over-Allotment Option.

1.2.1 Option

Units. The Representative is hereby granted an option (the “Over-allotment Option”) to purchase up to an additional

1,350,000 units (the “Option Units”) solely for the purposes of covering any over-allotments, if any, in connection

with the distribution and sale of the Firm Units. Such Option Units shall be identical in all respects to the Firm Units. Such Option

Units shall be purchased for each account of the several Underwriters in the same proportion as the number of Firm Units, set forth opposite

such Underwriter’s name on Schedule A hereto, bears to the total number of Firm Units (subject to adjustment by the Representative

to eliminate fractions). The Firm Units and the Option Units are hereinafter collectively referred to as the “Units,”

and the Units, the Ordinary Shares and the Share Rights included in the Units, and the Ordinary Shares issuable pursuant to the Share

Rights are hereinafter referred to collectively as the “Public Securities.” The Public Securities, the Placement Securities

(as defined in Section 1.4.2), and the Founder Shares (as defined in Section 1.4.1) are hereinafter referred to collectively

as the “Securities.” No Option Units shall be sold or delivered unless the Firm Units previously have been, or simultaneously

are, sold and delivered. The right to purchase the Option Units, or any portion thereof, may be exercised from time to time and to the

extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. The purchase

price to be paid for each Option Unit will be the same price per Firm Unit set forth in Section 1.1.1 hereof.

1.2.2 Exercise

of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to

all (at any time) or any part (from time to time) of the Option Units within thirty (30) days after the effective date (“Effective

Date”) of the Registration Statement. The Underwriters will not be under any obligation to purchase any Option Units prior to

the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the

Company by the Representative, which must be confirmed in accordance with Section 9.1 herein setting forth the number of Option

Units to be purchased and the date and time for delivery of and payment for the Option Units (the “Option Closing Date”),

which will not be later than five (5) full Business Days after the date of the notice or such other time and in such other manner as shall

be agreed upon by the Company and the Representative, at the offices of GM or at such other place (including remotely by facsimile or

other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option

Units does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment

Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the

Underwriters will become obligated to purchase, the number of Option Units specified in such notice.

1.2.3 Payment

and Delivery. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds,

payable as follows: $9.85 per Option Unit shall be deposited in the Trust Account pursuant to the Trust Agreement upon delivery to the

Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Units (or through the

facilities of DTC) for the account of the Representative. The certificates representing the Option Units to be delivered will be in such

denominations and registered in such names as the Representative request in writing not less than two (2) full Business Days prior to

the Closing Date or the Option Closing Date, as the case may be, and will be made available to the Representative for inspection, checking

and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) full Business Day prior

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

for applicable Option Units.

1.3 Representative’s

Shares. As additional consideration, the Company hereby agrees to issue to the Representative (and/or its designees) on the Closing

Date 450,000 Ordinary Shares (the “Representative’s Shares”). The Representative agrees (i) to waive its redemption

rights with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights

to liquidating distributions from the Trust Account with respect to the Representative’s Shares if the Company fails to complete

its initial Business Combination. The Representative agrees by its acceptance of the Representative’s Shares, that it will not:

(a) sell, transfer, assign, pledge or hypothecate the Representative’s Shares for a period of 180 days following the Effective Date

to anyone other than: (i) an underwriter or a Selected Dealer participating in the Offering, or (ii) an officer, partner, registered person,

or affiliate of the Representative or of any such underwriter or Selected Dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1),

and (b) cause the Representative’s Shares to be the subject of any hedging, short sale, derivative, put or call transaction, for

a period of 180 days following the Effective Date, that would result in the effective economic disposition of the Representative’s

Shares, except as provided for in FINRA Rule 5110(e)(2). The Underwriters are not entitled to, and have no right, interest or claim to

any monies held in the Trust Account with respect to the Representative’s Shares.

1.4

Private Placements.

1.4.1 Founder

Shares. On September 30, 2025, the Company issued an aggregate of 3,828,082 Class B ordinary shares, par value $0.0001 per share (the

“Founder Shares”), of the Company, of which an aggregate of up to 499,315 Founder Shares are subject to forfeiture

if the over-allotment option is not exercised in full or in part by the Underwriters, in a private placement exempt from registration

under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), for a total subscription price of $25,000

to Aperture Sponsor LLC, a Delaware limited liability company (“Sponsor”). No underwriting discounts, commissions or

placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration

Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of (A) six (6) months following

the completion of the initial Business Combination, or subsequent to the initial Business Combination, if the last sale price of the Ordinary

Shares equals or exceeds $15.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and

the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination and (B) the date

following the completion of the Business Combination on which the Company completes a liquidation, merger, share exchange or other similar

transaction that results in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or

other property. The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect

to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares

shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full,

the Sponsor will be required to forfeit such number of Founder Shares (up to 499,315 Founder Shares) such that the Founder Shares then

outstanding will comprise 27% of the issued and outstanding Ordinary Shares after giving effect to the Offering and exercise, if any,

of the Over-allotment Option (excluding the Placement Securities as defined below).

1.4.2 Unit

Private Placement. Simultaneously with the Closing Date, the Sponsor and the Underwriters will purchase from the Company,

pursuant to the Purchase Agreements (as defined in Section 2.21.3 hereof), an aggregate of 290,000 private placement units

(the “Placement Units”) (or up to 313,625 Placement Units if the Over-allotment Option is exercised in full),

each Placement Unit consisting of one (1) Ordinary Share (the “Private Shares”) and one (1) Share Right (the

“Private Rights”), which Placement Units are substantially identical to the Firm Units, subject to certain

exceptions, at a purchase price of $10.00 per Placement Unit, in a private placement intended to be exempt from registration under

the Act pursuant to Section 4(a)(2) of the Act. Of the 290,000 Placement Units (or up to 313,625 Placement Units if the

Over-allotment Option is exercised in full), the Sponsor will purchase 210,000 Placement Units (or up to 223,500 Placement Units if

the Over-allotment Option is exercised in full) and the Representative will purchase 80,000 Placement Units (or up to 90,125

Placement Units if the Over-allotment Option is exercised in full). The private placement of the Placement Units to the Sponsor and

Representative is referred to herein as the “Unit Private Placement.” No underwriting discounts, commissions, or

placement fees have been or will be payable in connection with the Placement Securities. Certain proceeds from the sale of the

Placement Units shall be deposited into the Trust Account. None of the Placement Units, Private Shares or Private Rights

(collectively, the “Placement Securities”) may be sold, assigned or transferred by the Sponsor, the

Representative or their permitted transferees until thirty (30) days after the consummation of the initial Business Combination. The

Representative acknowledges and agrees that the Placement Securities acquired by the Representative pursuant to the Underwriters

Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority

(“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on

the date of commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e).

Accordingly, the Placement Securities acquired by the Representative pursuant to the Underwriters Purchase Agreement may not be

sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or

call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty

(180) days beginning on the date of commencement of sales of the Offering, except to any FINRA member participating in the Offering

and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up

restriction for the remainder of the time period.

1.5 Working

Capital. Upon consummation of the Offering and the Unit Private Placement, it is intended that approximately $600,000 (whether the

Over-allotment Option is exercised in full or not) of the proceeds from the Offering and the Unit Private Placement will be released to

the Company and held outside of the Trust Account to fund the working capital requirements of the Company.

1.6 Interest

Income. Prior to the Company’s consummation of a Business Combination or the Company’s liquidation, interest earned on

the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to (i) pay

any taxes, other than excise taxes, payable by the Company and (ii) pay up to $100,000 for dissolution expenses, all as more fully described

in the Prospectus (as defined in Section 2.1.1).

2. Representations

and Warranties of the Company. The Company represents and warrants to the Underwriters as follows:

2.1

Filing of Registration Statement.

2.1.1 Pursuant

to the Act. The Company has filed with the Commission a registration statement and an amendment or amendments thereto, on Form

S-1 (File No. 333-291583), including any related preliminary prospectus (“Preliminary Prospectus”), including any

prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement, for

the registration of the offer and sale of the Public Securities under the Act, which registration statement and amendment or

amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the

“Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under

the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require,

such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective

(including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated

therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter

called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in

the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the

time of effectiveness by Rule 430A of the Regulations, filed by the Company with the Commission pursuant to Rule 424 of the

Regulations), is hereinafter called the “Prospectus.” For the purposes of this Agreement, “Time of

Sale,” as used in the Act, means 5:45 p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale,

the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on April 3, 2026, for

distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Sale

Preliminary Prospectus”). Unless otherwise specified, any reference herein to the term “Registration

Statement” shall be deemed to include any Registration Statement filed pursuant to Rule 462(b) under the Act registering

additional securities (a “Rule 462(b) Registration Statement”). Other than a Rule 462(b) Registration Statement

and the Form 8-A registration statement referred to below in Section 2.1.2, which, if filed, becomes effective upon filing,

no other document with respect to the Registration Statement has been filed with the Commission. The offer and sale of all Public

Securities have been registered under the Act pursuant to the Registration Statement. The Registration Statement has been declared

effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative

determine that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a

statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made,

not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their

old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be deemed to include any

additional information available to purchasers at the time of entry into the first such new purchase contract.

2.1.2 Pursuant

to the Exchange Act. The Company has filed with the Commission a Registration Statement on Form 8-A (File Number 001-43308) providing

for the registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Units, the

Public Shares and the Share Rights. The registration of the Units, Public Shares and Share Rights under the Exchange Act has been declared

effective by the Commission on the date hereof and the Units, the Public Shares, and the Share Rights have been registered pursuant to

Section 12(b) of the Exchange Act.

2.1.3 No

Stop Orders, Etc. Neither the Commission nor, to the Company’s knowledge, assuming reasonable inquiry, any federal, state or

other regulatory authority has issued any order or threatened to issue any order preventing or suspending the use of the Registration

Statement, any Preliminary Prospectus, the Sale Preliminary Prospectus or Prospectus or any part thereof, or has instituted or, to the

Company’s knowledge, assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.

2.2

Disclosures in Registration Statement.

2.2.1

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment

to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration

Statement, the Sale Preliminary Prospectus and the Prospectus contained and will contain all material statements that are required to

be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements

of the Act and the Regulations. The Registration Statement, as of the Effective Date, did not, and the amendments and supplements thereto,

as of their respective dates, will not 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. The Prospectus, as of its date and the Closing Date or

the Option Closing Date, as the case may be, did not and will not, and the amendments and supplements thereto, as of their respective

dates, 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. The Sale Preliminary Prospectus, as of the Time

of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1), did 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. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether

filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule

424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary

Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected

in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and

the Regulations and did not and will not contain an untrue statement of a material fact or omit to state any material fact required to

be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,

not misleading. The representation and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted

in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative

expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement

thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the

following: the names of the Underwriters, the information with respect to dealers’ concessions and reallowances contained in the

section entitled “Underwriting – Pricing of the Offering,” the information with respect to short positions and stabilizing

transactions contained in the section entitled “Underwriting – Stabilization and Other Transactions” and the identity

of counsel to the Underwriters contained in the section entitled “Legal Matters” (such information, collectively, the “Underwriters’

Information”).

2.2.2 Disclosure

of Agreements. The agreements and documents described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus

conform to the descriptions thereof contained therein in all material respects and there are no agreements or other documents required

to be described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or to be filed with the Commission as

exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized

or described) to which the Company is a party or by which its property or business is or may be bound or affected and (i) that is referred

to in the Registration Statement, Sale Preliminary Prospectus or the Prospectus or attached as an exhibit thereto, or (ii) that is material

to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect and is enforceable

against the Company and, to the Company’s knowledge, assuming reasonable inquiry, the other parties thereto, in accordance with

its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’

rights generally; (y) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and

state securities laws; and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject

to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and no such agreement

or instrument has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, assuming reasonable inquiry,

any other party is in breach or default thereunder and, to the Company’s knowledge, assuming reasonable inquiry, no event has occurred

that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder. To the Company’s

knowledge, assuming reasonable inquiry, the performance by the Company of the material provisions of such agreements or instruments will

not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court,

domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating

to environmental laws and regulations.

2.2.3 Prior

Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of,

any person or persons controlling, controlled by, or under common control with the Company since the date of the Company’s formation,

except as disclosed in the Registration Statement.

2.2.4 Regulations.

The disclosures in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus concerning the effects of federal, foreign,

state and local regulation on the Company’s business as currently contemplated are correct in all material respects and do not omit

to state a material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading.

2.3

Changes After Dates in Registration Statement.

2.3.1 No

Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary

Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition,

financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered into by the Company,

other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board of directors (the “Board

of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place

which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board of Directors

or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus

and the Prospectus.

2.3.2 Recent

Securities Transactions. Subsequent to the respective dates as of which information is given in the Registration Statement, the Sale

Preliminary Prospectus and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein, the Company has

not (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid

any dividend or made any other distribution on or in respect to its share capital.

2.4 Independent

Registered Public Accounting Firm. To the Company’s knowledge, MaloneBailey, LLP (“MB”), whose report is

filed with the Commission as part of, and is included in, the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus,

is an independent registered public accounting firm as required by the Act, the Regulations and the Public Company Accounting Oversight

Board (the “PCAOB”), including the rules and regulations promulgated by such entity. To the Company’s knowledge,

MB is currently registered with the PCAOB. MB has not, during the periods covered by the financial statements included in the Registration

Statement, the Sale Preliminary Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in

Section 10A(g) of the Exchange Act.

2.5

Financial Statements; Statistical Data.

2.5.1 Financial

Statements. The financial statements, including the notes thereto and supporting schedules (if any) included in the Registration Statement,

the Sale Preliminary Prospectus and the Prospectus fairly present the financial position, the results of operations and the cash flows

of the Company at the dates and for the periods to which they apply; such financial statements have been prepared in conformity with United

States generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; and

the supporting schedules included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus present fairly the

information required to be stated therein in conformity with the Regulations. No other financial statements or supporting schedules are

required to be included or incorporated by reference in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus.

The Registration Statement, the Sale Preliminary Prospectus and the Prospectus disclose all material off-balance sheet transactions, arrangements,

obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that

may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations,

liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. There are no pro forma or as adjusted

financial statements that are required to be included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus

in accordance with Regulation S-X or Form S-1 that have not been included as required.

2.5.2 Statistical

Data. The statistical, industry-related and market-related data included in the Registration Statement, the Sale Preliminary Prospectus

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

and such data materially agree with the sources from which they are derived.

2.6 Authorized

Capital; Options. The Company had at the date or dates indicated in each of the Registration Statement, the Sale Preliminary Prospectus,

and the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration Statement,

the Sale Preliminary Prospectus, and the Prospectus. Based on the assumptions stated in the Registration Statement, the Sale Preliminary

Prospectus, and the Prospectus, the Company will have on the Closing Date or on the Option Closing Date, as the case may be, the adjusted

share capitalization set forth therein. Except as set forth in, or contemplated by the Registration Statement, the Sale Preliminary Prospectus

and the Prospectus, on the Effective Date and on the Closing Date or Option Closing Date, as the case may be, there will be no options,

warrants, or other rights to purchase or otherwise acquire any authorized but unissued Ordinary Shares or any security convertible into

Ordinary Shares, or any contracts or commitments to issue or sell Ordinary Shares or any such options, warrants, rights or convertible

securities.

2.7

Valid Issuance of Securities.

2.7.1 Outstanding

Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement

have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission

with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were

issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by

the Company. The authorized and outstanding securities of the Company conform in all material respects to all statements related

thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any

transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable

state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities,

exempt from such registration requirements.

2.7.2 Securities

Sold Pursuant to this Agreement. The Public Securities have been duly authorized and reserved for issuance and when issued and paid

for in accordance with this Agreement, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders

thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will

not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company;

and all corporate actions required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly

taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation

and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration

Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be.

2.7.3 Placement

Securities. The Placement Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance

with the Purchase Agreements, will be validly issued; the holders thereof are not and will not be subject to personal liability by reason

of being such holders; the Placement Securities are not and will not be subject to the preemptive rights of any holders of any security

of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization,

issuance and sale of the Placement Securities has been duly and validly taken.

2.7.4 No

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

which are required to be “integrated” pursuant to the Act or the Regulations with the Offering.

2.8 Registration

Rights of Third Parties. Except as set forth in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, no

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

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

statement to be filed by the Company.

2.9 Validity

and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Insider Letter (as defined in Section 2.21.1), the

Services Agreement (as defined in Section 2.21.4), the Registration Rights Agreement (as defined in Section 2.21.5), the

Rights Agreement (as defined in Section 2.23) and the Purchase Agreements (as defined in Section 2.21.3) and (collectively

with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed

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

respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting

creditors’ rights generally; (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution

provision may be limited under the foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive

and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding

therefor may be brought.

2.10 No

Conflicts, Etc. The execution, delivery, and performance by the Company of the Transaction Documents, the consummation by the Company

of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will

not, with or without the giving of notice or the lapse of time or both, (i) result in a breach or violation of, or conflict with any of

the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any

lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement, obligation, condition,

covenant or instrument to which the Company is a party or bound or to which its property is subject except pursuant to the Trust Agreement;

(ii) result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association, as may be amended from

time to time, of the Company (the “Charter Documents”); or (iii) violate any existing applicable statute, law, rule,

regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or

any of its properties, assets or business constituted as of the date hereof.

2.11

No Defaults; Violations. No default or violation exists in the due performance and observance of any term, covenant or condition

of any license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing

an obligation for borrowed money, or any other agreement or instrument to which the Company is a party or by which the Company may be

bound or to which any of the properties or assets of the Company is subject, except for any such default or violation that would not

have a Material Adverse Effect (as defined in Section 2.15). The Company is not (a) in violation of any term or provision of its

Charter Documents or (b) in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any

governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses, except

in the case of clause (b) above for any such violation that would not have a Material Adverse Effect.

2.12

Corporate Power; Licenses; Consents.

2.12.1 Conduct

of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders,

licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to

conduct its business purpose as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. The disclosures

in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus concerning the effects of foreign, federal, state and

local regulation on the Offering and the Company’s business purpose as currently contemplated are correct in all material respects

and do not omit to state 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. Since its formation, the Company has conducted no business and has incurred

no liabilities other than in connection with its formation and in furtherance of the Offering or as otherwise described in the Registration

Statement, the Sale Preliminary Prospectus or the Prospectus, as applicable.

2.12.2 Transactions

Contemplated Herein. The Company has all requisite corporate power and authority to enter into the Transaction Documents and to carry

out the provisions and conditions hereof and thereof, and all consents, authorizations, approvals and orders required in connection herewith

and therewith have been obtained. No consent, authorization, or order of, and no filing with, any court, government agency or other body,

foreign or domestic, is required for the valid issuance, sale and delivery, of the Securities and the consummation of the transactions

and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Sale Preliminary Prospectus

and the Prospectus, except with respect to applicable foreign, federal and state securities laws, the rules of The Nasdaq Global Market

(“Nasdaq”) and the rules and regulations promulgated by FINRA.

2.12.3

Jurisdiction and Designation. The Company has the power to submit, and pursuant to Section 9.7 of this Agreement has, to

the extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of any New York State or United

States Federal court sitting in the City of New York, Borough of Manhattan.

2.13 D&O

Questionnaires. To the Company’s knowledge, assuming reasonable inquiry, all information contained in the questionnaires (“Questionnaires”)

completed by each of the Company’s officers, directors and shareholders as of the date hereof (the “Insiders”)

and provided to the Representative and its counsel and the biographies of the Insiders and other persons contained in the Registration

Statement, Sale Preliminary Prospectus and the Prospectus (to the extent a biography is contained) is true and correct in all material

respects and the Company has not become aware of any information which would cause the information disclosed in the Questionnaires completed

by each Insider to become inaccurate, incorrect or incomplete.

2.14 Litigation;

Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding

pending, or to the Company’s knowledge, assuming reasonable inquiry, threatened against or involving the Company or, to the Company’s

knowledge, assuming reasonable inquiry, any Insider or any shareholder or member of an Insider that has not been disclosed, that is required

to be disclosed, in the Registration Statement, the Sale Preliminary Prospectus, the Prospectus or the Questionnaires.

2.15 Good

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

the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign

corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification,

except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings,

assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary

course of business (a “Material Adverse Effect”).

2.16 No

Contemplation of a Business Combination. As of the date of this Agreement, the Company has not selected any specific Business Combination

target (each a “Target Business”) and it has not, nor has anyone on its behalf, initiated any substantive discussions,

directly or indirectly with any Target Business regarding a Business Combination with the Company.

2.17

Transactions Requiring Disclosure to FINRA.

2.17.1 Finder’s

Fees. Except as disclosed in the Sale Preliminary Prospectus or the Prospectus, there are no claims, payments, arrangements, agreements

or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Insider with respect

to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or to the Company’s

knowledge, any Insider that may affect the Underwriters’ compensation, as defined by FINRA.

2.17.2 Payments

Within 180 Days. Except with respect to the Representative in connection with the Offering, the Company has not made any direct or

indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration

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

(ii) to the Company’s knowledge, any “participating member,” as defined in FINRA Rule 5110(j)(15), (a “Participating

Member”), with respect to the Offering, within the 180-day period prior to the initial filing of the Registration Statement,

other than any prior payments to the Representative in connection with the Offering. The Company has not issued any warrants or other

securities, or granted any options, directly or indirectly, to any Participating Member within the 180-day period prior to the initial

filing date of the Registration Statement. No person to whom securities of the Company have been privately issued within the 180-day period

prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any Participating

Member. Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement

(including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial

filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any “underwriting

compensation” as defined in FINRA Rule 5110, by any Participating Member.

2.17.3 FINRA

Affiliation. Except as disclosed in the FINRA Questionnaires provided to the Representative, to the Company’s knowledge, no

officer, director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered

securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) has

any direct or indirect affiliation or association with any Participating Member (as defined in accordance with the rules and regulations

of FINRA). The Company will advise the Representative and GM if it learns that any officer or director or any direct or indirect beneficial

owner (including the Insiders) is or becomes an affiliate or associated person of a Participating Member.

2.17.4 Share

Ownership. Except as disclosed in the FINRA Questionnaires provided to the Representative, to the Company’s knowledge, no officer

or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities

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

2.17.5 Loans.

To the Company’s knowledge, no officer or director or any direct or indirect beneficial owner (including the Insiders) of any class

of the Company’s unregistered securities has made a subordinated loan to any Participating Member in the Offering.

2.17.6 Proceeds

of the Offering. Except as disclosed in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus, no proceeds

from the sale of the Public Securities (excluding underwriting compensation) or the Placement Units, will be paid to any Participating

Member, except as specifically authorized herein.

2.17.7

Conflicts of Interest. To the Company’s knowledge, assuming reasonable inquiry, no Participating Member in the Offering

has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a Participating

Member and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding

common equity or 10% or more of the Company’s preferred equity.

2.18

Taxes.

2.18.1 There

are no transfer taxes or other similar fees or charges under U.S. federal law or the laws of any U.S. state or any political subdivision

of the United States, or under the laws of any non-U.S. jurisdiction, required to be paid in connection with the execution and delivery

of this Agreement or the issuance or sale by the Company of the Public Securities.

2.18.2 The

Company has filed all U.S. federal, state, and local, and non U.S., tax returns required to be filed with taxing authorities prior to

the date hereof in a timely manner or has duly obtained extensions of time for the filing thereof. The Company has paid all taxes show

as due on such returns that were filed and has paid all taxes imposed on it and any other assessment, fine or penalty levied against it,

to the extent that any of the foregoing is due and payable. In the case of each of the foregoing, except where the failure to file or

pay, as applicable, would not have a Material Adverse Effect. The Company has made appropriate provisions in the applicable financial

statements referred to in Section 2.5.1 above in respect of all federal, state, local and foreign income and franchise taxes for

all current or prior periods as to which the tax liability of the Company has not been finally determined.

2.19

Foreign Corrupt Practices Act; Anti-Money Laundering; Patriot Act.

2.19.1 Foreign

Corrupt Practices Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any of the Insiders

or any other person acting on behalf of the Company has, directly or indirectly, given or agreed to give any money, gift or similar benefit

(other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a

customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or foreign) or

any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder

the business of the Company (or assist it in connection with any actual or proposed transaction) that (i) might subject the Company to

any damage or penalty in any civil, criminal or governmental litigation or proceeding; (ii) if not given in the past, might have had a

Material Adverse Effect; or (iii) if not continued in the future, might adversely affect the assets, business or operations of the Company.

The Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company to comply

in all material respects with the Foreign Corrupt Practices Act of 1977, as amended.

2.19.2 Currency

and Foreign Transactions Reporting Act. The operations of the Company are and have been conducted at all times in compliance with

(i) the requirements of the U.S. Treasury Department Office of Foreign Asset Control and (ii) applicable financial recordkeeping and reporting

requirements of the Currency and Foreign Transaction Reporting Act of 1970, as amended, including the Money Laundering Control Act of

1986, as amended, the rules and regulations thereunder and any related or similar money laundering statutes, rules, regulations or guidelines,

issued, administered or enforced by any Federal governmental agency (collectively, the “Money Laundering Laws”) and

no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company

with respect to the Money Laundering Laws is pending or, to the Company’s knowledge, threatened.

2.19.3 Patriot

Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any Insider has violated the Bank Secrecy

Act of 1970, as amended, or the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct

Terrorism (USA PATRIOT) Act of 2001, and/or the rules and regulations promulgated under any such law, or any successor law.

2.20 Officers’

Certificate. Any certificate signed by any duly authorized officer of the Company in connection with the Offering and delivered to

the Representative or to GM shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered

thereby.

2.21

Agreements With Insiders and Others.

2.21.1 Insider

Letter. Each of the Insiders has executed and delivered a letter agreement, a form of which is annexed as an exhibit to the Registration

Statement (the “Insider Letter”), pursuant to which each of the Insiders of the Company agree to certain matters.

2.21.2 Sponsor

Purchase Agreement. The Company and the Sponsor have executed and delivered a Private Placement Units Purchase Agreement, the form

of which is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”), pursuant to which

the Sponsor will, among other things, on the Closing Date and on the Option Closing Date, if any, consummate the purchase of and deliver

the purchase price for the Placement Units to be sold to the Sponsor as provided in the Sponsor Purchase Agreement. Pursuant to the Insider

Letter, the Sponsor has waived any and all rights and claims it may have to any proceeds, and any interest thereon, held in the Trust

Account in respect of the Placement Units. Certain proceeds from the sale of the Placement Units will be deposited by the Company in the

Trust Account in accordance with the terms of the Trust Agreement on the Closing Date as provided for in the Sponsor Purchase Agreement.

2.21.3 Underwriters

Purchase Agreement. The Company and the Representative have executed and delivered a Private Placement Units Purchase Agreement, the

form of which is annexed as an exhibit to the Registration Statement (the “Underwriters Purchase Agreement,” and together

with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Underwriters will, among other

things, on the Closing Date and on the Option Closing Date, if any, consummate the purchase of and deliver the purchase price for the

Placement Units to be sold to the Representative as provided in the Underwriters Purchase Agreement. Certain proceeds from the sale of

the Placement Units will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing

Date and on the Option Closing Date, if any, as provided for in the Underwriters Purchase Agreement.

2.21.4 Administrative

Services. The Company and the Sponsor have entered into an agreement (“Services Agreement”) substantially in the

form annexed as an exhibit to the Registration Statement, pursuant to which the Sponsor will make available to the Company office space,

utilities, and secretarial and administrative support for $2,083.33 per month, until the closing of the Business Combination.

2.21.5 Registration

Rights Agreement. The Company, the Sponsor and the Representative have entered into a Registration Rights Agreement (“Registration

Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby such parties will

be entitled to certain registration rights with respect to the securities they hold or may hold, as set forth in such Registration Rights

Agreement and described more fully in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

2.21.6

Loans. The Sponsor has agreed to make loans to the Company in the aggregate amount of up to $500,000 (the “Insider Loans”)

pursuant to a promissory note substantially in the form annexed as an exhibit to the Registration Statement. The Insider Loans do not

bear any interest and are repayable by the Company on the earlier of (1) June 30, 2026, or (2) the closing of the Offering.

2.22 Investment

Management Trust Agreement. The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering and

the Unit Private Placement substantially in the form annexed as an exhibit to the Registration Statement.

2.23 Rights

Agreement. The Company has entered into a share rights agreement with respect to the Share Rights, Private Rights and any other rights

that may be issued by the Company with the rights agent substantially in the form filed as an exhibit to the Registration Statement (the

“Rights Agreement”).

2.24 No

Existing Non-Competition Agreements. To the Company’s knowledge, no Insider is subject to any non-competition agreement or non-solicitation

agreement with any employer or prior employer which could materially affect his ability to be an employee, officer and/or director of

the Company, except as disclosed in the Registration Statement.

2.25 Investments.

No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended (the “Investment

Company Act”)) of the Company’s total assets consist of, and no more than 45% of the Company’s net income after

taxes is derived from, securities other than “government securities” (as defined in Section 2(a)(16) of the Investment Company

Act) or money market funds meeting the conditions of Rule 2a-7 of the Investment Company Act.

2.26 Investment

Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application

of the net proceeds therefrom as described in the Sale Preliminary Prospectus and the Prospectus will not be required, to register as

an “investment company” under the Investment Company Act.

2.27 Subsidiaries.

The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other business

entity.

2.28 Related

Party Transactions. No relationship, direct or indirect, exists between or among the Company, on the one hand, and any Insider, on

the other hand, which is required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the Sale

Preliminary Prospectus and the Prospectus which is not so described as required. There are no outstanding loans, advances (except normal

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

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

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

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

2.29 No

Influence. The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the

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

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

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

2.30 Sarbanes-Oxley.

The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley Act of 2002, as amended

(“Sarbanes-Oxley”), and the rules and regulations promulgated thereunder and related or similar rules or regulations

promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.

2.31 Distribution

of Offering Material by the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date

and the completion of the distribution of the Units, any offering material in connection with the offering and sale of the Units other

than the Sale Preliminary Prospectus and the Prospectus, in each case as supplemented and amended.

2.32 The

Nasdaq Global Market. The Public Securities have been authorized for listing, subject to official notice of issuance and evidence

of satisfactory distribution, on the Nasdaq Global Market and the Company knows of no reason or set of facts that is likely to adversely

affect such authorization.

2.33 Board

of Directors. As of the Effective Date, the Board of Directors of the Company will be comprised of the persons set forth as “Directors”

or “Director nominees” under the heading of the Sale Preliminary Prospectus and the Prospectus captioned “Management.”

As of the Effective Date, the qualifications of the persons serving as board members and the overall composition of the board will comply

with Sarbanes-Oxley and the rules promulgated thereunder and the rules of Nasdaq that are, in each case, applicable to the Company. As

of the Effective Date, the Company will have an Audit Committee that satisfies the applicable requirements under Sarbanes-Oxley and the

rules promulgated thereunder and the rules of Nasdaq, subject to the permitted phase-in requirements under the rules of Nasdaq.

2.34 Emerging

Growth Company. From its formation through the date hereof, the Company has been and is an “emerging growth company,”

as defined in Section 2(a) of the Act (an “Emerging Growth Company”).

2.35 No

Disqualification Events. Neither the Company, nor any of its predecessors or any affiliated issuer, nor any director, executive officer,

or other officer of the Company participating in the Offering, nor any beneficial owner of 20% or more of the Company’s outstanding

voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Act)

connected with the Company in any capacity at the Time of Sale (each, a “Company Covered Person” and, together, “Company

Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii)

under the Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3).

The Company has exercised reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event. The

Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Underwriters

a copy of any disclosures provided thereunder.

2.36 Free-Writing

Prospectus and Testing-the-Waters. The Company has not made any offer relating to the Public Securities that would constitute an issuer

free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus”

as defined in Rule 405 under the Act. The Company: (a) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters

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

144A under the Act or institutions that are accredited investors within the meaning of Rule 501(a) of Regulation D under the Act and (b)

has not authorized anyone to engage in Testing-the-Waters Communications other than its officers and the Representative and individuals

engaged by the Representative. The Company has not distributed any written Testing-the-Waters Communications other than those listed on

Schedule B hereto. “Testing-the-Waters Communication” means any oral or written communication with potential

investors undertaken in reliance on Section 5(d) of the Act.

2.37 No

Fee Arrangements. As of the date hereof, the Company has not entered into any agreement, written or oral, pursuant to which the Company

will be obligated to pay any Insider or an affiliate of any Insider a consulting, finder or success fees for assisting the Company in

consummating a Business Combination.

Covenants of the Company. The Company covenants and agrees as follows:

3.1 Amendments

to Registration Statement. The Company will deliver to the Representative, prior to filing, any amendment or supplement to the Registration

Statement, any Preliminary Prospectus or the Prospectus proposed to be filed after the Effective Date and the Company shall not file any

such amendment or supplement to which the Representative reasonably objects in writing.

3.2

Federal Securities Laws.

3.2.1 Compliance.

During the time when a Prospectus is required to be delivered under the Act, the Company will use its commercially reasonable efforts

to comply with all requirements imposed upon it by the Act, the Regulations, and the Exchange Act, and by the regulations under the Exchange

Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance

with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities

is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company

or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an 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 the light of the circumstances

under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the

Act, the Company will notify the Representative promptly and prepare and file with the Commission, subject to Section 3.1 hereof,

an appropriate amendment or supplement in accordance with Section 10 of the Act.

3.2.2 Filing

of Final Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Underwriters) with the Commission

pursuant to the requirements of Rule 424 of the Regulations.

3.2.3

Exchange Act Registration. The Company will use its commercially reasonable efforts to maintain the registration of the Ordinary

Shares (and Share Rights prior to consummation of the Business Combination) under the provisions of the Exchange Act (except in connection

with a going-private transaction) for a period of five (5) years from the Effective Date, or until the Company is required to be liquidated

or is acquired, if earlier. The Company will not deregister the Ordinary Shares (and Share Rights prior to consummation of the Business

Combination) under the Exchange Act (except in connection with a going private transaction after the completion of a Business Combination)

without the prior written consent of the Representative.

3.2.4 Exchange

Act Filings. From the Effective Date until the earlier of the Company’s initial Business Combination, or its liquidation and

dissolution, the Company shall use its best efforts to timely file with the Commission via the Electronic Data Gathering, Analysis and

Retrieval System (“EDGAR”) such statements and reports as are required to be filed by a company registered under Section 12(b)

of the Exchange Act.

3.2.5

Sarbanes-Oxley Compliance. As soon as it is legally required to do so, the Company shall take all

actions necessary to obtain and thereafter maintain material compliance with each applicable provision of Sarbanes-Oxley and the rules

and regulations promulgated thereunder and related or similar rules and regulations promulgated by any other governmental or self-regulatory

entity or agency with jurisdiction over the Company.

3.3 Free-Writing

Prospectus. The Company agrees that it will not make any offer relating to the Public Securities that would constitute an issuer free

writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus” as

defined in Rule 405 under the Act, without the prior consent of the Underwriters.

3.4 Delivery

to Underwriters of Prospectuses. The Company will deliver to the Underwriters, without charge and from time to time during the period

when the Prospectus is required to be delivered under the Act or the Exchange Act, such number of copies of each of the Preliminary Prospectus

and the Prospectus as the Underwriters may reasonably request and, as soon as the Registration Statement or any amendment or supplement

thereto becomes effective, deliver to the Underwriters, upon their request, two manually executed Registration Statements, including exhibits,

and all post-effective amendments thereto and copies of all exhibits filed therewith or incorporated therein by reference and all manually

executed consents of certified experts.

3.5 Effectiveness

and Events Requiring Notice to the Representative. The Company will use its commercially reasonable efforts to cause the Registration

Statement to remain effective until the completion of the Offering and will notify the Representative immediately and confirm the notice

in writing (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of

any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or preventing or suspending

the use of any Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose;

(iii) of the issuance by any foreign or state securities commission of any proceedings for the suspension of the qualification of the

Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose;

(iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus;

(v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event

that, during the period described in this section, in the reasonable judgment of the Company, makes any statement of a material fact made

in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the

Prospectus in order to make the statements therein, and in the light of the circumstances under which they were made, not misleading.

If the Commission or any foreign or state securities commission shall enter a stop order or suspend such qualification at any time, the

Company will make every reasonable effort to obtain promptly the lifting of such order.

3.6

Affiliated Transactions.

3.6.1 Business

Combinations. In the event the Company seeks to consummate a Business Combination with any entity that is affiliated with any Insider,

the Company, or a committee of its independent directors, shall obtain an opinion from an independent investment banking firm that is

a member of FINRA or from an independent accounting firm that the Business Combination is fair to the Company from a financial point of

view.

3.6.2 Compensation

to Insiders. Except as disclosed in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus, the Company shall not

pay any of the Insiders or any of their affiliates any fees or compensation from the Company, for services rendered to the Company prior

to, or in connection with, the consummation of a Business Combination.

3.7

Reserved.

3.8 Reports

to the Representative. For a period of five (5) years from the Effective Date or until such earlier time upon which the Company is

required to be liquidated or is no longer required to file reports under the Exchange Act, the Company will furnish to the Representative

and their counsel copies of such financial statements and other periodic and special reports as the Company from time to time furnishes

generally to holders of any class of its securities, and promptly furnish to the Underwriters (i) a copy of each periodic report the Company

shall be required to file with the Commission, (ii) a copy of every press release and every news item and article with respect to the

Company or its affairs that was released by the Company, (iii) a copy of each Current Report on Form 8-K or Schedules 13D, 13G, 14D-1

or 13E-4 received or prepared by the Company, (iv) two (2) copies of each registration statement filed by the Company with the Commission

under the Act, and (v) such additional documents and information with respect to the Company and the affairs of any future subsidiaries

of the Company as the Representative may from time to time reasonably request; provided the Representative shall sign, if requested by

the Company, a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representative and its counsel

in connection with the Representative’s receipt of such information. Documents filed or furnished with the Commission pursuant to

its EDGAR system shall be deemed to have been delivered to the Representative pursuant to this Section 3.8.

3.9 Transfer

Agent and Rights Agent. For a period of five (5) years following the Effective Date or until such earlier time upon which the Company

is required to be liquidated, the Company shall retain a transfer agent acceptable to the Representative. Continental Stock Transfer &

Trust Company is acceptable to the Representative. Until the consummation of the Business Combination or until such earlier time upon

which the Company is required to be liquidated, the Company shall retain a rights agent.

3.10

Payment of Expenses. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the

extent not paid at the Closing Date, all Company expenses incident to the performance of the obligations of the Company under this Agreement,

including but not limited to (i) the Company’s legal and accounting fees and disbursements; (ii) the preparation, printing, filing,

mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Sale Preliminary

Prospectus and the Prospectus, including any pre- or post-effective amendments or supplements thereto, and the printing and mailing of

this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied

to the Underwriters in quantities as may be required by the Underwriters; (iii) the preparation, printing, engraving, issuance and delivery

of the Units, the Ordinary Shares and the Share Rights included in the Units, including any transfer or other taxes payable thereon;

(iv) filing fees incurred in registering the Offering with FINRA: (v) the fees of counsel to the Underwriters; (vi) fees, costs and expenses

incurred in listing the Securities on the Nasdaq Global Market or such other stock exchanges as the Company and the Underwriters together

determine; (vii) all fees and disbursements of the transfer and rights agent; (viii) all of the Company’s expenses associated with

“due diligence” and “road show” meetings arranged by the Representative and any presentations made available

by way of a net roadshow, including without limitation, trips for the Company’s management to meet with prospective investors,

all travel, food and lodging expenses associated with such trips incurred by the Company or such management and all background checks;

and (ix) all other documented out-of-pocket costs and expenses customarily borne by an issuer incident to the performance of its obligations

hereunder which are not otherwise specifically provided for in this Section 3.10, provided, however, that all such costs

and expenses pursuant to this Section 3.10 and otherwise which are incurred by the Underwriters shall not exceed $150,000 in the

aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the extent such out-of-pocket expenses are

not actually incurred), plus additional amounts related to background searches not to exceed $14,860 in the aggregate. If the Offering

is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses

set forth above (which shall be mutually agreed upon between the Company and the Representative prior to the Closing Date) to be paid

by the Company to the Representative and others.

3.11 Application

of Net Proceeds. The Company will apply the net proceeds from the Offering and the Unit Private Placement received by it in a manner

consistent in all material respects with the application described under the caption “Use of Proceeds” in the Prospectus.

3.12

Delivery of Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon

as practicable an earnings statement (which need not be certified by an independent registered public accounting firm unless required

by the Act or the Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Act) covering a period

of at least twelve (12) consecutive months beginning after the Effective Date.

3.13

Notice to FINRA.

3.13.1 Notice

to the Representative. For a period of sixty (60) days after the date of the Prospectus, in the event any person or entity (regardless

of any FINRA affiliation or association) is engaged, in writing, to assist the Company in its search for a Target Business or to provide

any other services in connection therewith, the Company will provide the following to the Representative prior to the consummation of

the Business Combination: (i) complete details of all services and copies of agreements governing such services, and (ii) justification

as to why the person or entity providing the merger and acquisition services should not be considered a Participating Member with respect

to the Offering, as such term is defined in FINRA Rule 5110. The Company also agrees that, if required by law, proper disclosure of such

arrangement or potential arrangement will be made in the tender offer documents or proxy statement which the Company will file with the

Commission in connection with the Business Combination.

3.13.2

FINRA. The Company shall advise the Representative if it is aware that any 10% or greater shareholder

of the Company becomes an affiliate or associated person of a Participating Member.

3.13.3 Broker/Dealer.

In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise become

a member of FINRA, it shall promptly notify FINRA.

3.14 Stabilization.

Neither the Company, nor to its knowledge, any of its employees, directors or shareholders (without the consent of the Representative)

has taken, and the Company will not take, and has directed its employees, directors or shareholders to not take, directly or indirectly,

any action without the consent of the Representative that is designed to or that has constituted or that might reasonably be expected

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

to facilitate the sale or resale of the Units.

3.15 Existing

Lock-Up Agreement. The Company will use its reasonable best efforts to enforce all existing agreements between the Company and any

of its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Securities in connection with

the Offering. In addition, the Company will direct the Company’s transfer agent to place stop transfer restrictions upon any such

Securities of the Company that are bound by such existing “lock-up” agreements for the duration of the periods contemplated

in such agreements.

3.16

Reserved.

3.17 Internal

Controls. To the extent required by the Exchange Act, the Company will maintain a system of internal accounting controls sufficient

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

(ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with GAAP and to maintain

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

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

with respect to any differences.

3.18 Accounting

Firm. Until the earlier of the consummation of the Company’s initial Business Combination or until such earlier time upon which

the Company is required to be liquidated, the Company shall retain MB or another independent registered public accounting firm.

3.19 Form

8-K. The Company shall, on or prior to the date hereof, retain its independent registered public accounting firm to audit the

balance sheet of the Company as of the Closing Date (“Audited Financial Statements”) reflecting the receipt by

the Company of the proceeds of the Offering and the Unit Private Placement. Within four (4) Business Days after the Closing Date,

the Company shall file a Current Report on Form 8-K with the Commission, which Report shall contain the Company’s Audited

Financial Statements. Promptly after the Option Closing Date, if the Over-allotment Option is exercised after the Closing Date and

to the extent not reflected in the Current Report on Form 8-K referenced in the immediately preceding sentence, the Company shall

file with the Commission a Current Report on Form 8-K or an amendment to the Form 8-K to provide updated financial information to

reflect the exercise of such option.

3.20 Corporate

Proceedings. All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and the transactions

contemplated hereby shall have been effected, except where the failure to do so would not have a Material Adverse Effect.

3.21 Investment

Company. The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only as provided for

in the Trust Agreement and disclosed in the Prospectus. The Company will conduct its business in a manner so that it will not become subject

to the Investment Company Act. Furthermore, once the Company consummates a Business Combination, it shall be engaged in a business other

than that of investing, reinvesting, owning, holding or trading securities.

3.22 Amendments

to Charter Documents. The Company covenants and agrees, that prior to its initial Business Combination, it will not seek to amend

or modify its Charter Documents, except in accordance with the procedures set forth therein.

3.23 Press

Releases. The Company agrees that it will not issue press releases or engage in any other publicity relating to the Offering or which

includes the name of any Underwriter, without the Representative’s prior written consent (not to be unreasonably withheld, delayed

or conditioned), for a period of twenty-five (25) days after the Closing Date. Notwithstanding the foregoing, in no event shall the Company

be prohibited from issuing any press releases or engaging in any other publicity required by law, except that including the name of any

Underwriter therein shall require the prior written consent of such Underwriter (not to be unreasonably withheld, delayed or conditioned),.

3.24 Insurance.

Until the earlier of the consummation of the Company’s initial Business Combination or until such earlier time upon which the Company

is required to be liquidated, the Company will maintain directors’ and officers’ insurance (including, without limitation,

insurance covering the Company, its directors and officers for liabilities or losses arising in connection with the Offering, including,

without limitation, liabilities or losses arising under the Act, the Exchange Act, the Regulations and any applicable foreign securities

laws).

3.25 Electronic

Prospectus. The Company shall cause to be prepared and delivered to the Underwriters, at the Company’s expense, promptly, but

in no event later than two (2) Business Days from the effective date of this Agreement, an Electronic Prospectus to be used by the Underwriters

in connection with the Offering. As used herein, the term “Electronic Prospectus” means a form of prospectus, and any

amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory

to the Representative, that may be transmitted electronically by the Underwriters to offerees and purchasers of the Units for at least

the period during which a prospectus relating to the Units is required to be delivered under the Act; (ii) it shall disclose the same

information as the paper prospectus and prospectus filed pursuant to EDGAR, except to the extent that graphic and image material cannot

be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic prospectus with a fair

and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it shall be in or convertible

into a paper format or an electronic format, satisfactory to the Representative, that will allow recipients thereof to store and have

continuously ready access to the prospectus at any future time, without charge to such recipients (other than any fee charged for subscription

to the Internet as a whole and for on-line time).

3.26 Unit

Private Placement Proceeds. On or prior to the Closing Date or Option Closing Date, as applicable, the Company shall have caused the

applicable proceeds from the Unit Private Placement to be deposited in the Trust Account pursuant to the terms of the Purchase Agreements.

3.27 Future

Financings. The Company agrees that neither it, nor any successor or subsidiary of the Company, will consummate any public or private

equity or debt financing prior to the consummation of a Business Combination, unless all investors in such financing expressly waive,

in writing, any rights in or claims against the Trust Account.

3.28

Amendments to Certain Agreements. The Company shall not amend, modify or otherwise change the Insider Letter and the Trust Agreement

without the prior written consent of the Representative, which such consent shall not be unreasonably delayed, conditioned or withheld

by the Representative. The Trust Agreement shall provide that Continental Stock Transfer & Trust Company, as the trustee of the Trust

Account (in this context, the “Trustee”) is required to obtain a joint written instruction signed by both the Company

and the Representative with respect to the transfer of the funds held in the Trust Account from the Trust Account, prior to commencing

any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision

of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative.

3.29 Maintenance

of Listing on Nasdaq. Until the consummation of a Business Combination, the Company will use its commercially reasonable efforts to

maintain the listing of the Public Securities on Nasdaq or a national securities exchange acceptable to the Representative.

3.30 Reservation

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

(i) pursuant to the Share Rights and the Placement Securities (as well as any other rights that may be issued and covered by the Rights

Agreement) and (ii) upon conversion of the Founder Shares.

3.31 Notice

of Disqualification Events. The Company will notify the Underwriters in writing, prior to the Closing Date, of (i) any Disqualification

Event relating to any Company Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event

relating to any Company Covered Person.

4. Conditions

of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Units, as provided herein, shall

be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the

Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions

hereof and to the performance in all material respects by the Company of its obligations hereunder and to the following conditions:

4.1

Regulatory Matters.

4.1.1 Effectiveness

of Registration Statement. The Registration Statement shall have become effective not later than 5:00 p.m., New York time, on the

date of this Agreement or such later date and time as shall be consented to in writing by the Representative, and, at each of the Closing

Date and each Option Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and

no proceedings for the purpose shall have been instituted or shall be pending or contemplated by the Commission and any request on the

part of the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representative and

GM.

4.1.2 FINRA

Clearance. By the Effective Date, the Underwriters shall have received a letter of no objections from FINRA as to the terms and arrangement

and amount of compensation allowable or payable to the Underwriters as described in the Registration Statement.

4.1.3 No

Blue Sky Stop Orders. No order suspending the sale of the Units in any jurisdiction designated by the Underwriters pursuant to Section

3.5 hereof shall have been issued on each of the Closing Date or any Option Closing Date, and no proceedings for that purpose shall

have been instituted or, to the Company’s knowledge, shall be contemplated.

4.1.4 No

Commission Stop Order. At the Closing Date and each Option Closing Date, the Commission has not issued any order or threatened to

issue any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any part thereof, and has not instituted

or, to the Company’s knowledge, assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.

4.1.5 Approval

of Listing on Nasdaq. The Securities shall have been approved for listing on the Nasdaq Global Market, subject to official notice

of issuance and evidence of satisfactory distribution, satisfactory evidence of which shall have been provided to the Representative.

4.2

Company Counsel Matters.

4.2.1 Closing

Date and Option Closing Date Opinions of Counsels. On the Closing Date and each Option Closing Date, if any, the Representative shall

have received the favorable opinions and negative assurance statements of Ellenoff Grossman & Schole LLP and Appleby (Cayman) Ltd.,

dated the Closing Date or each Option Closing Date, as the case may be, addressed to the Representative as representative for the several

Underwriters, and in form and substance reasonably satisfactory to the Representative.

4.2.2 Reliance.

In rendering such opinions, such counsels may rely as to matters of fact, to the extent they deem proper, on certificates or other written

statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the

corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to

the Representative’s counsel if requested.

4.3 Comfort

Letter. At the time this Agreement is executed, and at the Closing Date and Option Closing Date, if any, the Representative shall

have received a letter, addressed to the Representative as representatives for the several Underwriters and in form and substance satisfactory

in all respects (including the non-material nature of the changes or decreases, if any, referred to in Section 4.3.3 below) to

the Representative, from MB dated, respectively, as of the date of this Agreement and as of the Closing Date and Option Closing Date,

if any:

4.3.1 Confirming

that they are an independent registered public accounting firm with respect to the Company within the meaning of the Act and the applicable

Regulations and that they have not, during the periods covered by the financial statements included in the Registration Statement, Preliminary

Prospectus, Sale Preliminary Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in Section

10A(g) of the Exchange Act;

4.3.2 Stating

that in their opinion the financial statements of the Company included in the Registration Statement, the Sale Preliminary Prospectus

and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the published

Regulations thereunder;

4.3.3 Stating

that, on the basis of their review which included a reading of the latest available unaudited interim financial statements of the Company

(with an indication of the date of the latest available unaudited interim financial statements), a reading of the latest available minutes

of the shareholders and Board of Directors and the various committees of the Board of Directors, consultations with officers and other

employees of the Company responsible for financial and accounting matters and other specified procedures and inquiries, nothing has come

to their attention that would lead them to believe that (a) the unaudited financial statements of the Company included in the Registration

Statement, the Sale Preliminary Prospectus and the Prospectus do not comply as to form in all material respects with the applicable accounting

requirements of the Act and the Regulations or are not fairly presented in conformity with GAAP applied on a basis substantially consistent

with that of the audited financial statements of the Company included in the Registration Statement, the Sale Preliminary Prospectus and

the Prospectus; or (b) at a date not later than five (5) days prior to the Effective Date, Closing Date or Option Closing Date, as the

case may be, there was any change in the share capital or long-term debt of the Company, or any decrease in the shareholders’ equity

of the Company as compared with amounts shown in the most recent balance sheet included in the Registration Statement, the Sale Preliminary

Prospectus and the Prospectus, other than as set forth in or contemplated by the Registration Statement, the Sale Preliminary Prospectus

and the Prospectus or, if there was any decrease, setting forth the amount of such decrease; and (c) during the period from the most recent

balance sheet included in the Registration Statement to a specified date not later than five (5) days prior to the Effective Date, Closing

Date or any Option Closing Date, as the case may be, there was any decrease in revenues, net earnings or net earnings per Ordinary Share,

in each case as compared with the corresponding period in the preceding year and as compare with the corresponding period in the preceding

quarter, other than as set forth in or contemplated by the Registration Statement the Sale Preliminary prospectus, and the Prospectus,

or, if there was any such decrease, setting forth the amount of such decrease;

4.3.4

Stating that they have compared specific dollar amounts, numbers of shares, percentages of revenues and earnings, statements and

other financial information pertaining to the Company set forth in the Registration Statement, the Sale Preliminary Prospectus and

the Prospectus in each case to the extent that such amounts, numbers, percentages, statements and information may be derived from

the general accounting records, including work sheets, of the Company and excluding any questions requiring an interpretation by

legal counsel, with the results obtained from the application of specified readings, inquiries and other appropriate procedures

(which procedures do not constitute an examination in accordance with generally accepted auditing standards) set forth in the letter

and found them to be in agreement;

4.3.5 Stating

that they have not, since the Company’s incorporation, brought to the attention of the Company’s management any reportable

condition related to internal structure, design or operation as defined in the Statement on Auditing Standards No. 60 “Communication

of Internal Control Structure Related Matters Noted in an Audit,” in the Company’s internal controls; and

4.3.6 Statements

as to such other matters incident to the transaction contemplated hereby as the Representative or GM may reasonably request, including

(i) that MB is registered with the PCAOB; (ii) that MB has sufficient assets and insurance to pay for any liability incurred by it relating

to providing the letter; and (iii) that MB is not insolvent.

4.4

Officers’ Certificates.

4.4.1 Officers’

Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate

of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Chief Financial Officer, or any similar or equivalent

officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively,

to the effect that the Company has performed in all material respects all covenants and complied with all conditions required by this

Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case

may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date

and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof

are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company

(in their capacities as such) as the Representative may reasonably request.

4.4.2 Secretary’s

Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate

of the Company signed by the Chief Executive Officer of the Company, or any similar or equivalent officer of the Company, dated the Closing

Date or the Option Closing Date, as the case may be, respectively, certifying (i) that the Charter are true and complete, have not been

modified and are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the public

offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness

of all correspondence between the Company or its counsel and the Commission; (iv) as to the accuracy and completeness of all correspondence

between the Company or its counsel and Nasdaq; and (v) as to the incumbency of the officers of the Company. The documents referred to

in such certificate shall be attached to such certificate.

4.5 No

Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material

adverse change or development involving a material adverse change in the condition or prospects or the business activities, financial

or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus;

(ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before

or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling

or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth

in the Registration Statement and the Prospectus; (iii) no stop order shall have been issued under the Act and no proceedings therefor

shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission; and (iv) the

Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all

material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material

respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor

the Prospectus nor any amendment or supplement thereto shall 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, in the light of the circumstances under which they were

made, not misleading.

4.6 Delivery

of Agreements. On the Effective Date, the Company shall have delivered to the Representative executed copies of the Transaction Documents.

4.7 Unit

Private Placement. On the Closing Date, the Unit Private Placement shall have been completed in accordance with Section 3.26.

4.8 Good

Standing. The Representative shall have received on and as of (i) the Effective Date, and (ii) the Closing Date or the Option

Closing Date, as the case may be, satisfactory evidence of the good standing of the Company in its jurisdiction of organization in

writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdiction.

Indemnification and Contribution.

5.1

Indemnification.

5.1.1 Indemnification

of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective partners,

members, directors, officers, employees and agents, and each person, if any, who controls each Underwriter or any affiliate within the

meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Person”) as follows:

a. against

any and all loss, liability, claim, damage and reasonably incurred and documented out of pocket expense whatsoever, as reasonably incurred,

joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration

Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or

necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material

fact included in any Preliminary Prospectus, Sale Preliminary Prospectus, any Testing-the-Waters Communication or the Prospectus (or any

amendment or supplement to the foregoing), or the omission or alleged omission therefrom of a material fact necessary in order to make

the statements therein, in the light of the circumstances under which they were made, not misleading.

b. against

any and all loss, liability, claim, damage and reasonably incurred and documented out of pocket expense whatsoever, as reasonably incurred,

joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any

governmental authority, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such

alleged untrue statement or omission; provided that (subject to Section 5.1.4) any such settlement is effected with the written

consent of the Company, which consent shall not unreasonably be delayed, conditioned or withheld;

c. against

any and all claims, actions, suits, proceedings, damages, liabilities and expenses reasonably incurred by any of them (including the reasonable

fees and expenses of counsel), as incurred, that are related to or arise out of any business combination marketing or capital markets

advisory activities by any Underwriter on the Company’s behalf in connection with a Business Combination, provided that the Company

will not, however, be responsible to an Indemnified Person for any portion of any such claim, action, suit, proceeding, damage, liability

or expense that is finally judicially determined by a court of competent jurisdiction (not subject to further appeal) to have resulted

primarily and directly from the bad faith, gross negligence or willful misconduct of the Indemnified Person seeking such indemnification;

and

d. against

any and all reasonably incurred and documented out of pocket expense whatsoever (including the fees and disbursements of counsel), as

reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental

authority, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue

statement or omission (whether or not a party), to the extent that any such expense is not paid under (a), (b) or (c)

above; provided, however, that the foregoing agreement shall not apply to any loss, liability, claim, damage or expense to the extent

arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity

with the Underwriters’ Information).

5.1.2 Indemnification

of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the

Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the

Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage

and expense described in the indemnity contained in Section 5.1.1, as incurred, but only with respect to untrue statements or omissions,

or alleged untrue statements or omissions, made in the Registration Statement, any Preliminary Prospectus, the Sale Preliminary Prospectus,

any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity

with the Underwriters’ Information.

5.1.3 Notifications

and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 5.1

will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against

an indemnifying party or parties under this Section 5.1, notify each such indemnifying party of the commencement of such action,

enclosing a copy of all papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from

(i) any liability that it might have to any indemnified party otherwise than under this Section 5.1 and (ii) any liability that

it may have to any indemnified party under the foregoing provision of this Section 5.1 unless, and only to the extent that, such

omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against

any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate

in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement

of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of, the

action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified

party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any other legal expenses

except as provided below and except for the reasonable and documented out-of-pocket costs of investigation subsequently incurred by the

indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action,

but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (A) the employment of

counsel by the indemnified party has been authorized in writing by the indemnifying party, (B) the indemnified party has reasonably concluded

(based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or

in addition to those available to the indemnifying party, (C) a conflict or potential conflict exists (based on advice of counsel to the

indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right

to direct the defense of such action on behalf of the indemnified party), or (D) the indemnifying party has not in fact employed counsel

to assume the defense of such action or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time

after receiving notice of the commencement of the action; in each of which cases the reasonable fees, disbursements and other charges

of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall

not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements

and other charges of more than one separate firm admitted to practice in such jurisdiction (plus local counsel) at any one time for all

such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly

as they are incurred. An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected without

its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or

consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by

this Section 5 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (x) includes

an express and unconditional release of each indemnified party, in form and substance reasonably satisfactory to such indemnified party,

from all liability arising out of such litigation, investigation, proceeding or claim and (y) does not include a statement as to or an

admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

5.1.4 Settlement

Without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified

party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature

contemplated by Section 5.1.1(b) effected without its written consent if (i) such settlement is entered into more than forty-five (45)

days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the

terms of such settlement at least thirty (30) days prior to such settlement being entered into and (iii) such indemnifying party shall

not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

5.2 Contribution.

In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs

of Section 5.1 is applicable in accordance with its terms but for any reason is held to be unavailable or insufficient from the

Company or the Underwriters, the Company and the Underwriters will contribute to the total losses, claims, liabilities, expenses and damages

(including any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any

action, suit or proceeding or any claim asserted) to which any indemnified party may be subject in such proportion as shall be appropriate

to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand. The relative benefits

received by the Company on the one hand and the Underwriters on the other hand shall be deemed to be in the same proportion as the total

net proceeds from the sale of the Public Securities (before deducting expenses) received by the Company bear to the total underwriting

discounts and commissions received by the Underwriters (before deducting expenses) from the sale of the Units on behalf of the Company.

If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution

shall be made in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but

also the relative fault of the Company, on the one hand, and the Underwriters, on the other hand, with respect to the statements or omissions

that resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable

considerations with respect to such offering. Such relative fault shall be determined by reference to, among other things, whether the

untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information

supplied by the Company or the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity

to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions

pursuant to this Section 5.2 were to be determined by pro rata allocation or by any other method of allocation that does not take

into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss,

claim, liability, expense or damage, or action in respect thereof, referred to above in this Section 5.2 shall be deemed to include,

for the purpose of this Section 5.2, any legal or other expenses reasonably incurred by such indemnified party in connection with

investigating or defending any such action or claim to the extent consistent with Section 5.1.3. Notwithstanding the foregoing

provisions of Section 5.1 and this Section 5.2, each Underwriter shall not be required to contribute any amount in excess

of the commissions actually received by it under this Agreement and no person found guilty of fraudulent misrepresentation (within the

meaning of Section 11(f) of the Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 5.2, any person who controls a party to this Agreement within the meaning of the Act, any affiliates

of the respective Underwriters and any officers, directors, partners, employees or agents of the Underwriters or their respective affiliates,

will have the same rights to contribution as that party, and each director of the Company and each officer of the Company who signed the

Registration Statement will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party

entitled to contribution, promptly after receipt of notice of commencement of any action against such party in respect of which a claim

for contribution may be made under this Section 5.2, will notify any such party or parties from whom contribution may be sought,

but the omission to so notify will not relieve that party or parties from whom contribution may be sought from any other obligation it

or they may have under this Section 5.2 except to the extent that the failure to so notify such other party materially prejudiced

the substantive rights or defenses of the party from whom contribution is sought. Except for a settlement entered into pursuant to the

last sentence of Section 5.1.3, no party will be liable for contribution with respect to any action or claim settled without its

written consent if such consent is required pursuant to Section 5.1.3.

Default by an Underwriter.

6.1 Default

Not Exceeding 10% of Firm Units. If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm

Units and if the number of the Firm Units with respect to which such default relates does not exceed in the aggregate 10% of the number

of Firm Units that all Underwriters have agreed to purchase hereunder, then such Firm Units to which the default relates shall be purchased

by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

6.2 Default

Exceeding 10% of Firm Units. In the event that the default addressed in Section 6.1 above relates to more than 10% of the

Firm Units, the Representative may, in its discretion, arrange for itself or for another party or parties satisfactory to the

Company to purchase such Firm Units to which such default relates on the terms contained herein. If within one (1) Business Day

after such default relating to more than 10% of the Firm Units the Representative does not arrange for the purchase of such Firm

Units, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or

parties satisfactory to the Representative to purchase said Firm Units on such terms. In the event that neither the Representative

nor the Company arrange for the purchase of the Firm Units to which a default relates as provided in this Section 6, this

Agreement may be terminated by the Representative or the Company without liability on the part of the Company (except as provided in Sections

3.10, 5, and 9.3 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided

that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the

Company for damages occasioned by its default hereunder.

6.3 Postponement

of Closing Date. In the event that the Firm Units to which the default relates are to be purchased by the non-defaulting Underwriters,

or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right to postpone the

Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect whatever changes may thereby

be made necessary in the Registration Statement and/or the Prospectus, as the case may be, or in any other documents and arrangements,

and the Company agrees to file promptly any amendment to, or to supplement, the Registration Statement and/or the Prospectus, as the case

may be, that in the reasonable opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter”

as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been

a party to this Agreement with respect to such Securities.

Additional Covenants.

7.1 Additional

Shares or Options. The Company hereby agrees that, until the consummation of a Business Combination, it shall not issue any Ordinary

Shares or any options or other securities convertible into Ordinary Shares, or any preferred shares or other securities of the Company

that participate in any manner in the Trust Account or that vote as a class with the Ordinary Shares on a Business Combination.

7.2

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing

its due diligence investigation of any prospective Target Business or prior to obtaining the services of any vendor (including legal

counsel) to have such Target Business and/or vendor, as applicable, acknowledge in writing whether through a letter of intent, memorandum

of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing),

that: (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $90,225,000

(without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for

a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only

(i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with the consummation of a Business Combination,

(ii) to the Public Shareholders in the event they elect to redeem Public Shares in connection with a shareholder vote to amend the Charter

Documents to modify the substance and timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does

not complete its initial Business Combination within the completion window, (iii) to the Public Shareholders if the Company fails to

consummate a Business Combination within the time period set forth in the Charter Documents, or (iv) to the Company after or concurrently

with the consummation of a Business Combination; and (b) for and in consideration of the Company (i) agreeing to evaluate such Target

Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case

may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies

in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any

negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account (including any distributions

therefrom to Public Shareholders) for any reason whatsoever. The Company may forego obtaining such waivers only if the Company shall

have received the approval of its Chief Executive Officer and the approving vote of at least a majority of its Board of Directors.

7.3

Reserved.

7.4 Rule

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

419 under the Act prior to the consummation of any Business Combination, including but not limited to using its commercially reasonable

efforts to prevent any of the Company’s outstanding securities from being deemed to be a “penny stock” as defined in

Rule 3a-51-1 under the Exchange Act during such period.

7.5

Tender Offer Documents, Proxy Materials and Other Information. The Company shall provide to the Representative or its counsel

(if so instructed by the Representative) with ten (10) copies of all tender offer documents or proxy information and all related material

filed with the Commission in connection with a Business Combination concurrently with such filing with the Commission. Documents filed

with the Commission pursuant to its EDGAR system shall be deemed to have been provided to the Representative pursuant to this Section

7.5. In addition, the Company shall furnish any other state in which its initial public offering was registered, such information

as may be requested by such state.

7.6 Emerging

Growth Company. The Company shall promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any

time prior to the completion of the distribution of the Securities within the meaning of the Act.

7.7 Target

Net Assets. The Company agrees that, so long as the Company is listed on a national securities exchange, the Target Business that

it acquires must have a fair market value equal to at least 80% of the balance in the Trust Account at the time of signing the definitive

agreement for the Business Combination with such Target Business (excluding taxes payable). The fair market value of such business must

be determined by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual

and potential sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine

that the Target Business meets such fair market value requirement, the Company will obtain an opinion from an independent investment banking

firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. The Company

is not required to obtain an opinion as to the fair market value if the Company’s Board of Directors independently determines that

the Target Business does have sufficient fair market value.

7.8 Representations

and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements contained

in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date,

if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity agreements contained

in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of

the Underwriters, the Company or any controlling person, and shall survive termination of this Agreement or the issuance and delivery

of the Public Securities to the Underwriters until the earlier of (i) the expiration of any applicable statute of limitations and (ii)

the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations,

warranties and agreements shall terminate and be of no further force and effect.

7.9 Charter

Documents. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation

of any of its Charter Documents.

Effective Date of This Agreement and Termination Thereof.

8.1 Effective

Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by

the Commission.

8.2

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date by notice

given to the Company, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s

opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New

York Stock Exchange (“NYSE”), the NYSE American, The Nasdaq Global Select Market, The Nasdaq Global Market, or The

Nasdaq Capital Market or quotation on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed,

or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required

by FINRA or by order of the Commission or any other government authority having jurisdiction; or (iii) if the United States shall have

become involved in a new war or a significant increase in existing major hostilities; or (iv) if a banking moratorium has been declared

by a New York State or Federal authority; or (v) if a moratorium on foreign exchange trading has been declared which materially adversely

impacts the United States securities market; or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane,

earthquake, theft, sabotage or other calamity (including, without limitation, a calamity relating to a public health matter or natural

disaster) or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make

it inadvisable to proceed with the delivery of the Units; or (vii) if the Company is in material breach of any of its representations,

warranties or covenants hereunder; or (viii) if the Representative shall have become aware after the date hereof of such a material adverse

change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation,

as a result of terrorist activities or any other calamity (including, without limitation, a calamity relating to a public health matter

or natural disaster) or crisis either within or outside the United States after the date hereof, or a significant increase in any of

the foregoing, as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery

of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

8.3 Expenses.

In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions

thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket expenses related to the transactions

contemplated herein shall be governed by Section 3.10 hereof and (ii) the Company shall reimburse the Representative for any reasonable

and documented out-of-pocket costs and expenses incurred in connection with enforcing any provisions of this Agreement.

8.4 Indemnification.

Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether

or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or

termination or failure to carry out the terms of this Agreement or any part hereof.

Miscellaneous.

9.1 Notices.

All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed, delivered by

hand or reputable overnight courier or delivered by facsimile or electronic transmission (with printed confirmation of receipt) and confirmed

and shall be deemed given when so emailed, delivered or faxed or if mailed, two days after such mailing.

If to the Representative:

IB Capital, LLC

1200 N Federal Hwy

Suite 215

Boca Raton, FL 33432

Attn: Matthew McCloskey

Email: matt.mccloskey@ibsgroup.net

Copy (which copy shall not constitute notice) to:

Graubard Miller

405 Lexington Avenue, 44th

Floor

New York, NY 10174

Attn: David Alan Miller, Esq.; Jeffrey

M. Gallant, Esq.

Email: dmiller@graubard.com; jgallant@graubard.com

Fax: (212) 818-8881

If to the Company:

Aperture AC

835 Wilshire Blvd., 5th Floor

Los Angeles,

California 90017

Attn: Calvin Kung

Email: calvin@aperture.com

Copy (which copy shall not constitute notice) to:

Ellenoff Grossman &

Schole LLP

1345 Avenue of the Americas, 11th Floor

New

York, New York 10105

Attn: Barry I. Grossman, Esq.

Email: bgrossman@egsllp.com

9.2 Headings.

The headings contained herein are for the sole purpose of convenience of reference and shall not in any way limit or affect the meaning

or interpretation of any of the terms or provisions of this Agreement.

9.3 Amendment.

This Agreement may only be amended by a written instrument executed by each of the parties hereto.

9.4 Entire

Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this

Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all

prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

9.5 Binding

Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters, the Company

and the controlling persons, directors, agents, partners, members, employees and officers referred to in Section 5 hereof, and

their respective successors, legal representatives and assigns, and no other person shall have or be construed to have any legal or equitable

right, remedy or claim under or in respect of or by virtue of this Agreement or any provisions herein contained. The term “successors

and assigns” shall not include a purchaser, in its capacity as such, of securities from any of the Underwriters.

9.6 Waiver

of Immunity. To the extent that the Company may be entitled in any jurisdiction in which judicial proceedings may at any time be commenced

hereunder, to claim for itself or its revenues or assets any immunity, including sovereign immunity, from suit, jurisdiction, attachment

in aid of execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect to its obligations

hereunder and to the extent that in any such jurisdiction there may be attributed to the Company such an immunity (whether or not claimed),

the Company hereby irrevocably agrees not to claim and irrevocably waives such immunity to the maximum extent permitted by law.

9.7 Submission

to Jurisdiction. Each of the Company and the Representative irrevocably submit to the non-exclusive jurisdiction of any New York State

or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out

of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the

Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that

they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that

any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to

be served upon the Company or the Representative may be served by transmitting a copy thereof by registered or certified mail, return

receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.1 hereof. Such mailing shall be deemed

personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the

Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction

with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the parties in any competent

court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses

relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party

in such action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT

TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

9.8

Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New

York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

9.9 Execution

in Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, and by the different parties hereto

in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the

same agreement and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to

each of the other parties hereto. Delivery of a signed counterpart of this Agreement by facsimile, electronic mail (including pdf or any

electronic signature complying with U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other

transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and valid and effective for

all purposes.

9.10 Waiver.

The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed

to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of

any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or

non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the

party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment

shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

9.11 No

Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Units pursuant to this Agreement

is an arm’s-length commercial transaction pursuant to a contractual relationship between the Company and the Underwriters; (ii)

in connection therewith and with the process leading to such transaction, each Underwriter is acting solely as a principal and not the

agent or fiduciary of the Company; (iii) the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company

with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have advised

or are currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth

in this Agreement; (iv) in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its

management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken

in furtherance of the Offering, either before or after the date hereof; and (v) the Company has consulted its own legal and financial

advisors to the extent it deemed appropriate. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company,

either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company

hereby confirms its understanding and agreement to that effect. The Company agrees that it will not claim that the Underwriters have rendered

advisory services of any nature or respect or owe a fiduciary or similar duty to the Company, in connection with such transaction or the

process leading thereto. The Company and the Underwriters agree that they are each responsible for making their own independent judgment

with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions,

including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute

advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that

the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company

in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

9.12. Recognition

of the U.S. Special Resolution Regimes. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject

to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Agreement, and any

interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the

U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States

or a state of the United States.

the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes

subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be

exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised

under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United

States.

For purposes of this Agreement,

(a) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted

in accordance with, 12 U.S.C. § 1841(k); (b) “Covered Entity” means any of the following: (i) a “covered

entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank”

as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that

term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (c) “Default Right” has the meaning

assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and

(d) “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated

thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

[Remainder of page intentionally left blank]

If the foregoing correctly sets forth the understanding between

the Representative and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute

a binding agreement between us.

APERTURE AC

By: /s/ Calvin Kung

Name: Calvin Kung

Title: Chief Executive Officer

Accepted on the date first above written.

IB CAPITAL, LLC,

as Representative of the several Underwriters

By: /s/ Dan Thayer

Name: Dan Thayer

Title: Principal

[Signature

page to Underwriting Agreement]

SCHEDULE A

Aperture AC

9,000,000 Units

Number of

Firm Units

Underwriters

to be Purchased

IB Capital LLC

3,600,000

I-Bankers Securities, Inc.

4,500,000

EarlyBirdCapital, Inc.

900,000

Total

9,000,000

SCHEDULE B

Aperture AC

Written Communications

None.

EX-3.1 — AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY

EX-3.1

Filename: ea029197501ex3-1.htm · Sequence: 3

Exhibit 3.1

Companies Act (Revised)

of the Cayman Islands

Company Limited by Shares

AMENDED AND RESTATED

memorandum of association

Aperture AC

(Adopted

by special resolution passed on 20 May, 2026)

Companies Act (Revised)

of the Cayman Islands

Company Limited by Shares

Amended and Restated Memorandum of Association

Aperture AC

(Adopted by special

resolution passed on 20 May, 2026)

1 The name of the Company is Aperture AC.

2 The registered office of the Company will be situated at the offices of Appleby Global Services (Cayman)

Limited, 71 Fort Street, PO Box 500, Grand Cayman, Cayman Islands, KY1-1106 or at such other place in the Cayman Islands as the Directors

may from time to time decide.

3 The objects for which the Company is established are unrestricted

and the Company shall have full power and authority to carry out any object not prohibited by the laws of the Cayman Islands.

4 The liability of each Member is limited to the amount, if any, unpaid on such Member’s shares.

5 The share capital of the Company is US$55,500 divided into 500,000,000 Class A ordinary shares of a par

value of US$0.0001 each, 50,000,000 Class B ordinary shares of a par value of US$0.0001 each and 5,000,000 preference shares of a par

value of US$0.0001 each, provided always that, subject to the Statute and the Company’s articles of association, the Company has the power

to do any one or more of the following:

(a) to redeem or repurchase any of its shares; and

(b) to increase or reduce its capital; and

(i) with or without any preferential, deferred, qualified or special rights, privileges or conditions; or

(ii) subject to any limitations or restrictions,

and unless the condition

of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to

this power; or

(d) to alter any of those rights, privileges, conditions, limitations or restrictions.

6 The Company has power to register by way of continuation as a body corporate limited by shares under the

laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

7 Capitalised terms that are not defined in this Amended and Restated Memorandum of Association bear the

respective meanings given to them in the Amended and Restated Articles of Association of the Company.

Companies Act (Revised)

of the Cayman Islands

Company Limited by Shares

Amended and Restated

Articles of Association

Aperture AC

(Adopted

by special resolution passed on 20 May, 2026)

CONTENTS

Interpretation

Commencement of Business

Issue of Shares and other Securities

Closing Register of Members or Fixing Record Date

Certificates for Shares

Transfer of Shares

Redemption, Repurchase and Surrender of Shares

Treasury Shares

Variation of Rights of Shares

Commission on Sale of Shares

Non-Recognition of Trusts

Lien on Shares

Calls on Shares

Forfeiture of Shares

Transmission of Shares

Class B Share Conversion

Amendments of Memorandum and Articles and Alteration of Capital

Offices and Places of Business

General Meetings

Notice of General Meetings

Advance Notice for Business

Proceedings at General Meetings

Votes of Members

Proxies

Corporate Members

Shares that may not be Voted

Directors

Powers of Directors

Appointment and Removal of Directors

Vacation of Office of Director

Proceedings of Directors

Presumption of Assent

Directors’ Interests

Minutes

Delegation of Directors’ Powers

No Minimum Shareholding

Remuneration of Directors

Seal

Dividends, Distributions and Reserve

Capitalisation

Books of Account

Audit

Notices

Winding Up

Indemnity and Insurance

Financial Year

Transfer by Way of Continuation

Mergers and Consolidations

Business Combination

Certain Tax Filings

Business Opportunities

Exclusive Jurisdiction

Companies Act (Revised)

of the Cayman Islands

Company Limited by Shares

Amended and Restated Articles of Association

Aperture AC

(Adopted by special

resolution passed on 20 May, 2026)

1 Interpretation

1.1 In the Articles Table A in the

First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith:

Affiliate

in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity.

Applicable Law

means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person.

Articles

means these amended and restated articles of association of the Company.

Audit Committee

means the audit committee of the board of Directors of the Company established pursuant to the Articles, or any successor committee.

Auditor

means the person for the time being performing the duties of auditor of the Company (if any).

Business Combination

means a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the target business), which Business Combination: (a) as long as the securities of the Company are listed on a Designated Stock Exchange, must occur with one or more target businesses that together have an aggregate fair market value of at least eighty per cent (80%) of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the definitive agreement to enter into such Business Combination; and (b) must not be solely effectuated with another blank cheque company or a similar company with nominal operations.

business day

means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City.

Cause

means a conviction for a criminal offence involving dishonesty or engaging in conduct which brings a Director or the Company into disrepute or which results in a material financial detriment to the Company.

Clearing House

means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.

Class A Share

means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company.

Class B Share

means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company.

Company

means the above named company.

Company’s Website

means the website of the Company and/or its web-address or domain name, if any.

Compensation Committee

means the compensation committee of the board of Directors of the Company established pursuant to the Articles, or any successor committee.

Completion

Window

means the period of time:

(a) commencing

on, and including, the closing date of the IPO; and

(b) ending

on the date that is twelve (12) months after the closing date of the IPO, or such earlier liquidation date as the Directors may approve

in accordance with the Articles or such later date as the Members may approve in accordance with the Articles.

Designated Stock Exchange

means any United States national securities exchange on which the securities of the Company are listed for trading, including, but not limited to, The Nasdaq Stock Market LLC, the NYSE MKT LLC, the New York Stock Exchange LLC or any over-the-counter (OTC) market.

Directors

means the directors for the time being of the Company.

Dividend

means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.

Electronic Communication

means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors.

Electronic Record

has the same meaning as in the Electronic Transactions Act.

Electronic Transactions Act

means the Electronic Transactions Act (Revised) of the Cayman Islands.

Equity-linked Securities

means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.

Exchange Act

means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time.

Founders

means all Members immediately prior to the consummation of the IPO.

Independent Director

has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be.

IPO

means the Company’s initial public offering of securities.

Member

has the same meaning as in the Statute.

Memorandum

means the amended and restated memorandum of association of the Company.

Nominating and Corporate Governance Committee

means any nominating and corporate governance committee of the board of Directors of the Company established pursuant to the Articles, or any successor committee.

Officer

means a person appointed to hold an office in the Company.

Ordinary Resolution

means a resolution:

(a) passed

by a simple majority of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general

meeting of the Company and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Member

is entitled; or

(b) approved

in writing by all of the Members entitled to vote on such matter at a general meeting of the Company (or such lower threshold as may be

allowed under the Statute from time to time).

Over-Allotment Option

means the option of the Underwriters to purchase up to an additional fifteen per cent (15%) of the firm units (as described in the Articles) issued in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions.

Preference Share

means a preference share of a par value of US$0.0001 in the share capital of the Company.

Public Share

means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO.

Redemption Notice

means a notice in a form approved by the Directors by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein.

means the Register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate Register of Members.

Registered Office

means the registered office for the time being of the Company.

Representative

means a representative of the Underwriters.

Seal

means the common seal of the Company and includes every duplicate seal.

Securities and Exchange Commission

means the United States Securities and Exchange Commission.

means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in the Company.

Special Resolution

means a special resolution of the Company passed

in accordance with the Statute, being a resolution:

(a) passed

by a majority of not less than two-thirds, other than with respect to amending either of Articles 30.1 or 48.2 (except where such amendment

is proposed in respect of the consummation of a Business Combination) where such majority shall be at least ninety per cent (90%), of

such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company of

which notice specifying the intention to propose the resolution as a special resolution has been duly given and where a poll is taken

regard shall be had in computing a majority to the number of votes to which each Member is entitled; or

(b) approved

in writing by all of the Members entitled to vote at a general meeting of the Company (or such lower threshold as may be allowed under

the Statute from time to time).

Sponsor

means Aperture Sponsor LLC, a Delaware limited liability company, and its successors or assigns.

Statute

means the Companies Act (Revised) of the Cayman Islands.

Tax Filing Authorised Person

means such person as any Director shall designate from time to time, acting severally.

Treasury Share

means a Share held in the name of the Company as a treasury share in accordance with the Statute.

Trust Account

means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO, will be deposited.

Underwriter

means an underwriter of the IPO from time to time and any successor underwriter.

1.2 In the Articles:

(a) words importing the singular

number include the plural number and vice versa;

(b) words importing the masculine

gender include the feminine gender;

corporations as well as any other legal or natural person;

(d) “written”

and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an

Electronic Record;

(e) “shall” shall

be construed as imperative and “may” shall be construed as permissive;

(f) references to provisions of

any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced;

(g) any phrase introduced by the

terms “including”, “include”, “in particular” or any similar expression shall

be construed as illustrative and shall not limit the sense of the words preceding those terms;

(h) the term “and/or”

is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respects

qualifies or modifies the use of the terms “and” or “or” in others. The term “or” shall not be interpreted

to be exclusive and the term “and” shall not be interpreted to require the conjunctive (in each case, unless the context otherwise

requires);

(i) headings are inserted for reference

only and shall be ignored in construing the Articles;

(j) any requirements as to delivery

under the Articles include delivery in the form of an Electronic Record;

(k) any requirements as to execution

or signature under the Articles including the execution of the Articles themselves can be satisfied in the form of an electronic signature

as defined in the Electronic Transactions Act;

(l) sections 8 and 19(3) of the

Electronic Transactions Act shall not apply;

(m) the term “clear days”

in relation to the period of a notice means that period excluding the day when the notice is received or deemed to be received and the

day for which it is given or on which it is to take effect; and

(n) the term “holder”

in relation to a Share means a person whose name is entered in the Register of Members as the holder of such Share.

2 Commencement of Business

2.1 The business of the Company

may be commenced as soon after incorporation of the Company as the Directors shall see fit.

2.2 The Directors may pay, out of

the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including

the expenses of registration.

3 Issue of Shares and other Securities

3.1 Subject to the provisions, if

any, in the Memorandum (and to any direction that may be given by the Company in general meeting) and, where applicable, the rules and

regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or

otherwise under Applicable Law, and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant

options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other rights or restrictions,

whether in regard to Dividends or other distributions, voting, return of capital or otherwise and to such persons, at such times and on

such other terms as they think proper, and may also (subject to the Statute and the Articles) vary such rights, save that the Directors

shall not allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) to the extent that it may affect

the ability of the Company to carry out a Class B Share Conversion set out in the Articles.

3.2 The Company may issue rights,

options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe

for, purchase or receive any class of Shares or other securities in the Company on such terms as the Directors may from time to time determine.

3.3 The Company may issue units

of securities in the Company, which may be comprised of whole or fractional Shares, rights, options, warrants or convertible securities

or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares

or other securities in the Company, upon such terms as the Directors may from time to time determine. The securities comprising any such

units which are issued pursuant to the IPO can only be traded separately from one another on the 52nd day following the date of the prospectus

relating to the IPO unless the Representative(s) determines that an earlier date is acceptable, subject to the Company having filed a

current report on Form 8-K with the Securities and Exchange Commission and a press release announcing when such separate trading will

begin. Prior to such date, the units can be traded, but the securities comprising such units cannot be traded separately from one another.

3.4 The Company shall not issue

Shares to bearer.

4 Register of Members

4.1 The Company shall maintain or

cause to be maintained the Register of Members in accordance with the Statute.

4.2 The Directors may determine

that the Company shall maintain one or more branch registers of Members in accordance with the Statute. The Directors may also determine

which register of Members shall constitute the principal register and which shall constitute the branch register or registers, and to

vary such determination from time to time.

5 Closing Register of Members

or Fixing Record Date

5.1 For the purpose of determining

Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment

of any Dividend or other distribution, or in order to make a determination of Members for any other purpose, the Directors may, after

notice has been given by advertisement in an appointed newspaper or any other newspaper or by any other means in accordance with the rules

and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority

or otherwise under Applicable Law, provide that the Register of Members shall be closed for transfers for a stated period which shall

not in any case exceed forty days.

5.2 In lieu of, or apart from, closing

the Register of Members, the Directors may fix in advance or arrears a date as the record date for any such determination of Members entitled

to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled

to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose.

5.3 If the Register of Members is

not so closed and no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members

or Members entitled to receive payment of a Dividend or other distribution, the date on which notice of the meeting is sent or the date

on which the resolution of the Directors resolving to pay such Dividend or other distribution is passed, as the case may be, shall be

the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been

made as provided in this Article, such determination shall apply to any adjournment thereof.

6 Certificates for Shares

6.1 A Member shall only be entitled

to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates representing Shares, if any,

shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other person authorised

by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process.

All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate.

All certificates surrendered to the Company for transfer shall be cancelled and, subject to the Articles, no new certificate shall be

issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled.

6.2 The Company shall not be bound

to issue more than one certificate for Shares held jointly by more than one person and delivery of a certificate to one joint holder shall

be a sufficient delivery to all of them.

6.3 If a share certificate is defaced,

worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses

reasonably incurred by the Company in investigating evidence, as the Directors may prescribe, and (in the case of defacement or wearing

out) upon delivery of the old certificate.

6.4 Every share certificate sent

in accordance with the Articles will be sent at the risk of the Member or other person entitled to the certificate. The Company will not

be responsible for any share certificate lost or delayed in the course of delivery.

6.5 Share certificates shall be

issued within the relevant time limit as prescribed by the Statute, if applicable, or as the rules and regulations of the Designated Stock

Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law may

from time to time determine, whichever is shorter, after the allotment or, except in the case of a Share transfer which the Company is

for the time being entitled to refuse to register and does not register, after lodgement of a Share transfer with the Company.

7 Transfer of Shares

7.1 Subject to the terms of the

Articles, any Member may transfer all or any of his Shares by an instrument of transfer provided that such transfer complies with the

rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority

or otherwise under Applicable Law. If the Shares in question were issued in conjunction with rights, options, warrants or units issued

pursuant to the Articles on terms that one cannot be transferred without the other, the Directors shall refuse to register the transfer

of any such Share without evidence satisfactory to them of the like transfer of such right, option, warrant or unit.

7.2 The instrument of transfer of

any Share shall be in writing in the usual or common form or in a form prescribed by the rules and regulations of the Designated Stock

Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law or

in any other form approved by the Directors and shall be executed by or on behalf of the transferor (and if the Directors so require,

signed by or on behalf of the transferee) and may be under hand or, if the transferor or transferee is a Clearing House or its nominee(s),

by hand or by machine imprinted signature or by such other manner of execution as the Directors may approve from time to time. The transferor

shall be deemed to remain the holder of a Share until the name of the transferee is entered in the Register of Members.

8 Redemption, Repurchase and Surrender

of Shares

8.1 Subject to the provisions of

the Statute, and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission

and/or any other competent regulatory authority or otherwise under Applicable Law, the Company may issue Shares that are to be redeemed

or are liable to be redeemed at the option of the Member or the Company. The redemption of such Shares, except Public Shares, shall be

effected in such manner and upon such other terms as the Company may, by Special Resolution, determine before the issue of such Shares.

With respect to redeeming or repurchasing the Shares:

(a) Members who hold Public Shares

are entitled to request the redemption of such Shares in the circumstances described in the Business Combination Article hereof;

(b) Class B Shares held by the Founders

shall be surrendered by the Founders on a pro rata basis for no consideration to the extent that the Over-Allotment Option is not exercised

in full so that the Founders will own twenty seven per cent (27%) of the Company’s issued Shares after the IPO (exclusive of any

securities purchased in a private placement simultaneously with the IPO); and

by way of tender offer in the circumstances set out in the Business Combination Article hereof.

8.2 Subject to the provisions of

the Statute, and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission

and/or any other competent regulatory authority or otherwise under Applicable Law, the Company may purchase its own Shares (including

any redeemable Shares) in such manner and on such other terms as the Directors may agree with the relevant Member or in the manner set

out in the Business Combination Article hereof. For the avoidance of doubt, redemptions, repurchases and surrenders of Shares in the circumstances

described in the Article above shall not require further approval of the Members.

8.3 The Company may make a payment

in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including out of capital.

8.4 The Directors may accept the

surrender for no consideration of any fully paid Share.

9 Treasury Shares

9.1 The Directors may, prior to

the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share.

9.2 The Directors may determine

to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).

10 Variation of Rights of Shares

10.1 Subject to Article 3.1, if at

any time the share capital of the Company is divided into different classes of Shares, all or any of the rights attached to any class

(unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is being wound up, be varied

without the consent of the holders of the issued Shares of that class where such variation is considered by the Directors not to have

a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders

of not less than two-thirds of the issued Shares of that class (other than with respect to a waiver of the provisions of the Class B Share

Conversion Article hereof, which as stated therein shall only require the consent in writing of the holders of a majority of the issued

Shares of that class), or with the approval of a resolution passed by a majority of not less than two-thirds of the votes cast at a separate

meeting of the holders of the Shares of that class. For the avoidance of doubt, the Directors reserve the right, notwithstanding that

any such variation may not have a material adverse effect, to obtain consent from the holders of Shares of the relevant class. To any

such meeting all the provisions of the Articles relating to general meetings shall apply mutatis mutandis, except that the necessary quorum

shall be one person holding or representing by proxy at least one-third of the issued Shares of the class and that any holder of Shares

of the class present in person or by proxy may demand a poll.

10.2 For the purposes of a separate

class meeting, the Directors may treat two or more or all the classes of Shares as forming one class of Shares if the Directors consider

that such class of Shares would be affected in the same way by the proposals under consideration, but in any other case shall treat them

as separate classes of Shares.

10.3 The rights conferred upon the

holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of

issue of the Shares of that class, be deemed to be varied: (i) by the creation or issue of further Shares ranking pari passu therewith

or Shares issued with preferred or other rights; or (ii) where the constitutional documents of the Company are amended or new constitutional

documents of the Company are adopted, in each case, as a result of the Company undertaking a transfer by way of continuation to a jurisdiction

outside the Cayman Islands.

11 Commission on Sale of Shares

The Company may, in so far as the

Statute permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally)

or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such commissions may be satisfied

by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage

as may be lawful.

12 Non-Recognition of Trusts

The Company shall not be bound by

or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except

only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an absolute right to

the entirety thereof in the holder.

13 Lien on Shares

13.1 The Company shall have a first

and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others)

for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either

alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in

part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s

lien thereon. The Company’s lien on a Share shall also extend to any amount payable in respect of that Share.

13.2 The Company may sell, in such

manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently

payable, and is not paid within fourteen clear days after notice has been received or deemed to have been received by the holder of the

Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if

the notice is not complied with the Shares may be sold.

13.3 To give effect to any such sale

the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions

of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he

shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity

or invalidity in the sale or the exercise of the Company’s power of sale under the Articles.

13.4 The net proceeds of such sale

after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable

and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the

person entitled to the Shares at the date of the sale.

14 Calls on Shares

14.1 Subject to the terms of the

allotment and issue of any Shares, the Directors may make calls upon the Members in respect of any monies unpaid on their Shares (whether

in respect of par value or premium), and each Member shall (subject to receiving at least fourteen clear days’ notice specifying

the time or times of payment) pay to the Company at the time or times so specified the amount called on the Shares. A call may be revoked

or postponed, in whole or in part, as the Directors may determine. A call may be required to be paid by instalments. A person upon whom

a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the Shares in respect of which the

call was made.

14.2 A call shall be deemed to have

been made at the time when the resolution of the Directors authorising such call was passed.

14.3 The joint holders of a Share

shall be jointly and severally liable to pay all calls in respect thereof.

14.4 If a call remains unpaid after

it has become due and payable, the person from whom it is due shall pay interest on the amount unpaid from the day it became due and payable

until it is paid at such rate as the Directors may determine (and in addition all expenses that have been incurred by the Company by reason

of such non-payment), but the Directors may waive payment of the interest or expenses wholly or in part.

14.5 An amount payable in respect

of a Share on issue or allotment or at any fixed date, whether on account of the par value of the Share or premium or otherwise, shall

be deemed to be a call and if it is not paid all the provisions of the Articles shall apply as if that amount had become due and payable

by virtue of a call.

14.6 The Directors may issue Shares

with different terms as to the amount and times of payment of calls, or the interest to be paid.

14.7 The Directors may, if they think

fit, receive an amount from any Member willing to advance all or any part of the monies uncalled and unpaid upon any Shares held by him,

and may (until the amount would otherwise become payable) pay interest at such rate as may be agreed upon between the Directors and the

Member paying such amount in advance.

14.8 No such amount paid in advance

of calls shall entitle the Member paying such amount to any portion of a Dividend or other distribution payable in respect of any period

prior to the date upon which such amount would, but for such payment, become payable.

15 Forfeiture of Shares

15.1 If a call or instalment of a

call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen

clear days’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred

by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice

is not complied with the Shares in respect of which the call was made will be liable to be forfeited.

15.2 If the notice is not complied

with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution

of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited

Share and not paid before the forfeiture.

15.3 A forfeited Share may be sold,

re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment

or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited

Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in

favour of that person.

15.4 A person any of whose Shares

have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate

for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him

to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall

cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares.

15.5 A certificate in writing under

the hand of one Director or Officer that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated

in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of

transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to

see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in

the proceedings in reference to the forfeiture, sale or disposal of the Share.

15.6 The provisions of the Articles

as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed

time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and

notified.

16 Transmission of Shares

16.1 If a Member dies, the survivor

or survivors (where he was a joint holder), or his legal personal representatives (where he was a sole holder), shall be the only persons

recognised by the Company as having any title to his Shares. The estate of a deceased Member is not thereby released from any liability

in respect of any Share, for which he was a joint or sole holder.

16.2 Any person becoming entitled

to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer)

may, upon such evidence being produced as may be required by the Directors, elect, by a notice in writing sent by him to the Company,

either to become the holder of such Share or to have some person nominated by him registered as the holder of such Share. If he elects

to have another person registered as the holder of such Share he shall sign an instrument of transfer of that Share to that person. The

Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer

of the Share by the relevant Member before his death or bankruptcy or liquidation or dissolution, as the case may be.

16.3 A person becoming entitled to

a Share by reason of the death or bankruptcy or liquidation or dissolution of a Member (or in any other case than by transfer) shall be

entitled to the same Dividends, other distributions and other advantages to which he would be entitled if he were the holder of such Share.

However, he shall not, before becoming a Member in respect of a Share, be entitled in respect of it to exercise any right conferred by

membership in relation to general meetings of the Company and the Directors may at any time give notice requiring any such person to elect

either to be registered himself or to have some person nominated by him be registered as the holder of the Share (but the Directors shall,

in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by

the relevant Member before his death or bankruptcy or liquidation or dissolution or any other case than by transfer, as the case may be).

If the notice is not complied with within ninety days of being received or deemed to be received (as determined pursuant to the Articles),

the Directors may thereafter withhold payment of all Dividends, other distributions, bonuses or other monies payable in respect of the

Share until the requirements of the notice have been complied with.

17 Class B Share Conversion

17.1 The rights attaching to the

Class A Shares and Class B Shares shall rank pari passu in all respects, and the Class A Shares and Class B Shares shall vote together

as a single class on all matters (subject to the Variation of Rights of Shares Article, the Appointment and Removal of Directors Article

and the Transfer by Way of Continuation Article) with the exception that the holder of a Class B Share shall have the conversion rights

referred to in this Article.

17.2 Class B Shares may be converted

into Class A Shares on a one-for-one basis prior to the consummation of a Business Combination at the option of the holder.

17.3 Any Class B Shares not converted

into Class A Shares pursuant to Article 17.2 above shall automatically convert into Class A Shares on a one-for-one basis (the Initial

Conversion Ratio) concurrently with or immediately following the consummation of a Business Combination.

17.4 Notwithstanding the Initial

Conversion Ratio, in the case that additional Class A Shares or any other Equity-linked Securities, are issued, or deemed issued, in excess

of the amounts issued in the IPO (including pursuant to the Over-Allotment Option) and related to or in connection with the closing of

a Business Combination, all Class B Shares in issue shall automatically convert into Class A Shares at the time of the closing of a Business

Combination, the ratio for which the Class B Shares shall convert into Class A Shares will be adjusted so that the number of Class A Shares

issuable upon conversion of all Class B Shares will equal, in the aggregate, twenty seven per cent (27%) of the sum of:

(a) the total number of Shares in

issue upon completion of the IPO (including any Class A Shares issued pursuant to the Over-Allotment Option and excluding any Class A

Shares underlying the private placement warrants issued to the Sponsor); plus

(b) all Class A Shares and Equity-linked

Securities issued or deemed issued related to or in connection with the closing of a Business Combination, excluding any Shares or Equity-linked

Securities issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the

Sponsor or an Affiliate of the Sponsor or to the Company’s officers and Directors upon the conversion of working capital loans made

to the Company; minus

redeemed in connection with a Business Combination.

17.5 Notwithstanding anything to

the contrary contained herein, the foregoing adjustment to the Initial Conversion Ratio may be waived as to any particular issuance or

deemed issuance of additional Class A Shares or Equity-linked Securities by the written consent or agreement of holders of a majority

of the Class B Shares then in issue consenting or agreeing separately as a separate class in the manner provided in the Variation of Rights

of Shares Article hereof.

17.6 The foregoing conversion ratio

shall also be adjusted to account for any subdivision (by share split, subdivision, exchange, capitalisation, rights issue, reclassification,

recapitalisation or otherwise) or combination (by reverse share split, share consolidation, exchange, reclassification, recapitalisation

or otherwise) or similar reclassification or recapitalisation of the Class A Shares in issue into a greater or lesser number of Shares

occurring after the original filing of the Articles without a proportionate and corresponding subdivision, combination or similar reclassification

or recapitalisation of the Class B Shares in issue.

17.7 Each Class B Share shall convert

into its pro-rata number of Class A Shares pursuant to this Article. The pro-rata share for each holder of Class B Shares will be determined

as follows: each Class B Share shall convert into such number of Class A Shares as is equal to the product of one (1) multiplied by a

fraction, the numerator of which shall be the total number of Class A Shares into which all of the Class B Shares in issue shall be converted

pursuant to this Article and the denominator of which shall be the total number of Class B Shares in issue at the time of conversion.

17.8 References in this Article to

“converted”, “conversion” or “exchange” shall mean the compulsory redemption without

notice of Class B Shares of any Member and, on behalf of such Members, automatic application of such redemption proceeds in paying for

such new Class A Shares into which the Class B Shares have been converted or exchanged at a price per Class B Share necessary to give

effect to a conversion or exchange calculated on the basis that the Class A Shares to be issued as part of the conversion or exchange

will be issued at par. The Class A Shares to be issued on an exchange or conversion shall be registered in the name of such Member or

in such name as the Member may direct.

17.9 Notwithstanding anything to

the contrary in this Article, in no event shall any Class B Share convert into Class A Shares at a ratio that is less than one for one.

18 Amendments of Memorandum and

Articles and Alteration of Capital

18.1 The Company may by Ordinary

Resolution:

(a) increase its share capital by

such sum as the Ordinary Resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in

general meeting may determine;

(b) consolidate and divide all or

any of its share capital into Shares of larger amount than its existing Shares;

Shares into stock, and reconvert that stock into paid-up Shares of any denomination;

(d) by subdivision of its existing

Shares or any of them divide the whole or any part of its share capital into Shares of smaller amount than is fixed by the Memorandum

or into Shares without par value; and

(e) cancel any Shares that at the

date of the passing of the Ordinary Resolution have not been taken or agreed to be taken by any person and diminish the amount of its

share capital by the amount of the Shares so cancelled.

18.2 All new Shares created in accordance

with the provisions of the preceding Article shall be subject to the same provisions of the Articles with reference to the payment of

calls, liens, transfer, transmission, forfeiture and otherwise as the Shares in the original share capital.

18.3 Subject to the provisions of

the Statute, the provisions of the Articles as regards the matters to be dealt with by Ordinary Resolution and Article 48.2, the Company

may by Special Resolution:

(a) change its name;

(b) alter or add to the Articles

(subject to Article 48.2);

with respect to any objects, powers or other matters specified therein; and

(d) reduce its share capital or

any capital redemption reserve fund.

19 Offices and Places of Business

Subject to the provisions of the Statute,

the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition to its Registered

Office, maintain such other offices or places of business as the Directors determine.

20 General Meetings

20.1 All general meetings other than

annual general meetings shall be called extraordinary general meetings.

20.2 The Company may, but shall not

(unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general meeting, and shall specify the

meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint.

At these meetings the report of the Directors (if any) shall be presented.

20.3 The Directors, the chief executive

officer or the chairman of the board of Directors may call general meetings and, for the avoidance of doubt, except as expressly provided

in Article 20.4 below, Members shall not have the ability to call general meetings.

20.4 If at any time there are no

Directors, any two (2) Members (or if there is only one (1) Member then that Member) entitled to vote at general meetings of the Company

may convene a general meeting in the same manner as nearly as possible as that in which general meetings may be convened by the Directors.

21 Notice of General Meetings

21.1 At least five (5) clear days’

notice shall be given of any general meeting. Every notice shall specify the place, the day and the hour of the meeting and the general

nature of the business to be conducted at the general meeting and shall be given in the manner hereinafter mentioned or in such other

manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified

in this Article has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be

deemed to have been duly convened if it is so agreed:

(a) in the case of an annual general

meeting, by all of the Members entitled to attend and vote thereat; and

(b) in the case of an extraordinary

general meeting, by a majority in number of the Members having a right to attend and vote at the meeting, together holding not less than

ninety-five per cent (95%) in par value of the Shares giving that right.

21.2 The accidental omission to give

notice of a general meeting to, or the non-receipt of notice of a general meeting by, any person entitled to receive such notice shall

not invalidate the proceedings of that general meeting.

22 Advance Notice for Business

22.1 Members seeking to bring business

before an annual general meeting of the Company, or to nominate candidates for appointment as Directors at an annual general meeting,

must provide written notice of such business to the Company. Such notice must be received by the Company by the Company’s secretary (or,

if none is appointed, any other Officer) at its principal office no later than the close of business on the 90th day nor earlier

than the close of business on the 150th day prior to the anniversary date of the immediately preceding annual general meeting.

Pursuant to Rule 14a-8 under the Exchange Act, proposals seeking inclusion in the annual proxy statement must comply with the notice periods

contained therein.

22.2 To be in proper written form,

a Member’s notice to the Company’s secretary (or, if none is appointed, any other Officer) with respect to any business (other than

nominations) must set forth as to each such matter such Member proposes to bring before the annual general meeting (i) a brief description

of the business desired to be brought before the annual general meeting, the text of the proposal or business (including the text of any

resolutions proposed for consideration and in the event such business includes a proposal to amend these Articles, the language of the

proposed amendment) and the reasons for conducting such business at the annual general meeting, (ii) the name and record address of such

Member and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (iii) the class and number of Shares

that are owned beneficially and of record by such Member and by the beneficial owner, if any, on whose behalf the proposal is made, (iv)

a description of all arrangements or understandings between such Member and the beneficial owner, if any, on whose behalf the proposal

is made and any other person or persons (including their names) in connection with the proposal of such business by such Member, (v) any

material interest of such Member and the beneficial owner, if any, on whose behalf the proposal is made in such business and (vi) a representation

that such Member intends to appear in person or by proxy at the annual general meeting to bring such business before the annual general

meeting.

23 Proceedings at General Meetings

23.1 No business shall be transacted

at any general meeting unless a quorum is present. The holders of at least one-third of the Shares being individuals present in person

or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum.

23.2 A person may participate at

a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting

can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that

meeting.

23.3 A resolution (including a Special

Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive

notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised

representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened

and held.

23.4 If a quorum is not present within

half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting

shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors

may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to

commence, the Members present shall be a quorum.

23.5 The Directors may, at any time

prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or,

if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general

meeting. If there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to

commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting. The chairman from

time to time may adopt certain rules and regulations for the conduct of meetings as he or she sees fit.

23.6 If no Director is willing to

act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members

present shall choose one of their number to be chairman of the meeting.

23.7 The chairman may, with the consent

of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place

to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which

the adjournment took place.

23.8 When a general meeting is adjourned

for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not

be necessary to give any such notice of an adjourned meeting.

23.9 If, prior to a Business Combination,

a notice is issued in respect of a general meeting and the Directors, in their absolute discretion, consider that it is impractical or

undesirable for any reason to hold that general meeting at the place, the day and the hour specified in the notice calling such general

meeting, the Directors may postpone the general meeting to another place, day and/or hour provided that notice of the place, the day and

the hour of the rearranged general meeting is promptly given to all Members. No business shall be transacted at any postponed meeting

other than the business specified in the notice of the original meeting.

23.10 When a general meeting is postponed

for thirty days or more, notice of the postponed meeting shall be given as in the case of an original meeting. Otherwise it shall not

be necessary to give any such notice of a postponed meeting. All proxy forms submitted for the original general meeting shall remain valid

for the postponed meeting. The Directors may postpone a general meeting which has already been postponed.

23.11 A resolution put to the vote

of the meeting shall be decided on a poll.

23.12 A poll shall be taken as the

chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded.

23.13 A poll demanded on the election

of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date,

time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or

is contingent thereon may proceed pending the taking of the poll.

23.14 In the case of an equality of

votes the chairman shall be entitled to a second or casting vote.

24 Votes of Members

24.1 Subject to any rights or restrictions

attached to any Shares, including as set out at Articles 30.1 and 48, every Member present in any such manner shall have one vote for

every Share of which he is the holder.

24.2 In the case of joint holders

the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural

person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and

seniority shall be determined by the order in which the names of the holders stand in the Register of Members.

24.3 A Member of unsound mind, or

in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote by his committee, receiver, curator bonis,

or other person on such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis or other person

may vote by proxy.

24.4 No person shall be entitled

to vote at any general meeting unless he is registered as a Member on the record date for such meeting nor unless all calls or other monies

then payable by him in respect of Shares have been paid.

24.5 No objection shall be raised

as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given

or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article

shall be referred to the chairman whose decision shall be final and conclusive.

24.6 Votes may be cast either personally

or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may

appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more

than one proxy the instrument of proxy shall specify the number of Shares in respect of which each proxy is entitled to exercise the related

votes.

24.7 A Member holding more than one

Share need not cast the votes in respect of his Shares in the same way on any resolution and therefore may vote a Share or some or all

such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms

of the instrument appointing him, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect

of which he is appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect

of which he is appointed.

25 Proxies

25.1 The instrument appointing a

proxy shall be in writing and shall be executed under the hand of the appointor or of his attorney duly authorised in writing, or, if

the appointor is a corporation or other non natural person, under the hand of its duly authorised representative. A proxy need not be

a Member.

25.2 The Directors may, in the notice

convening any meeting or adjourned meeting, or in an instrument of proxy sent out by the Company, specify the manner by which the instrument

appointing a proxy shall be deposited and the place and the time (being not later than the time appointed for the commencement of the

meeting or adjourned meeting to which the proxy relates) at which the instrument appointing a proxy shall be deposited. In the absence

of any such direction from the Directors in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent out

by the Company, the instrument appointing a proxy shall be deposited physically at the Registered Office not less than 48 hours before

the time appointed for the meeting or adjourned meeting to commence at which the person named in the instrument proposes to vote.

25.3 The chairman may in any event

at his discretion declare that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not

deposited in the manner permitted, or which has not been declared to have been duly deposited by the chairman, shall be invalid.

25.4 The instrument appointing a

proxy may be in any usual or common form (or such other form as the Directors may approve) and may be expressed to be for a particular

meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to

demand or join or concur in demanding a poll.

25.5 Votes given in accordance with

the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the

proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect of which the proxy is given unless

notice in writing of such death, insanity, revocation or transfer was received by the Company at the Registered Office before the commencement

of the general meeting, or adjourned meeting at which it is sought to use the proxy.

26 Corporate Members

26.1 Any corporation or other non-natural

person which is a Member may in accordance with its constitutional documents, or in the absence of such provision by resolution of its

directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or

of any class of Members, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which

he represents as the corporation could exercise if it were an individual Member.

26.2 If a Clearing House (or its

nominee(s)), being a corporation, is a Member, it may authorise such persons as it sees fit to act as its representative at any meeting

of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of Shares

in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be

deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf

of the Clearing House (or its nominee(s)) as if such person was the registered holder of such Shares held by the Clearing House (or its

nominee(s)).

27 Shares that may not be Voted

Shares in the Company that are beneficially

owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number

of outstanding Shares at any given time.

28 Directors

There shall be a board of Directors

consisting of not less than one person provided however that, subject to the requirement to have at least one Director, the Directors

may from time to time fix the maximum and minimum number of Directors to be appointed by resolution of the board of Directors.

29 Powers of Directors

29.1 Subject to the provisions of

the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed

by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall

invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been

given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

29.2 All cheques, promissory notes,

drafts, bills of exchange and other negotiable or transferable instruments and all receipts for monies paid to the Company shall be signed,

drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine by resolution.

29.3 The Directors on behalf of the

Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit

with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of

any such gratuity, pension or allowance.

29.4 The Directors may exercise all

the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled

capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as

security for any debt, liability or obligation of the Company or of any third party.

30 Appointment and Removal of Directors

30.1 Subject to Article 28, prior

to the closing of a Business Combination, the Company may by Ordinary Resolution of the holders of the Class B Shares appoint any person

to be a Director or may by Ordinary Resolution of the holders of the Class B Shares remove any Director. For the avoidance of doubt, prior

to the closing of a Business Combination, holders of Class A Shares shall have no right to vote on the appointment or removal of any Director.

30.2 Subject to Article 28, the Directors

may appoint any person to be a Director, either to fill a vacancy or as an additional Director.

30.3 Subject to Article 28, after

the consummation of a Business Combination, the Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary

Resolution remove any Director.

30.4 The Directors shall be divided

into three (3) classes designated as Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance

with a resolution or resolutions adopted by the board of Directors. At the first annual general meeting of the Company, the term of office

of the Class I Directors shall expire and Class I Directors shall be elected for a full term of three (3) years. At the second annual

general meeting of the Company, the term of office of the Class II Directors shall expire and Class II Directors shall be elected for

a full term of three (3) years. At the third annual general meeting of the Company, the term of office of the Class III Directors shall

expire and Class III Directors shall be elected for a full term of three (3) years. At each succeeding annual general meeting of the Company,

Directors shall be elected for a full term of three (3) years to succeed the Directors of the class whose terms expire at such annual

general meeting. Notwithstanding the foregoing provisions of this Article, each Director shall hold office until the expiration of his

term, until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. No decrease in

the number of Directors constituting the board of Directors shall shorten the term of any incumbent Director.

31 Vacation of Office of Director

31.1 The office of a Director shall

be vacated if:

(a) the Director gives notice in

writing to the Company that he resigns the office of Director; or

(b) the Director absents himself

(for the avoidance of doubt, without being represented by proxy) from three consecutive meetings of the board of Directors without special

leave of absence from the Directors, and the Directors pass a resolution that he has by reason of such absence vacated office; or

or makes any arrangement or composition with his creditors generally; or

(d) the Director is found to be

or becomes of unsound mind; or

(e) all of the other Directors (being

not less than two in number) determine that he should be removed as a Director for Cause (and not otherwise), either by a resolution passed

by all of the other Directors at a meeting of the Directors duly convened and held in accordance with the Articles or by a resolution

in writing signed by all of the other Directors.

32 Proceedings of Directors

32.1 The quorum for the transaction

of the business of the Directors may be fixed by the Directors, and unless so fixed shall be two if there are two or more Directors, and

shall be one if there is only one Director.

32.2 Subject to the provisions of

the Articles, the Directors may regulate their proceedings as they think fit. Questions arising at any meeting shall be decided by a majority

of votes. In the case of an equality of votes, the chairman shall have a second or casting vote.

32.3 A person may participate in

a meeting of the Directors or any committee of Directors by conference telephone or other communications equipment by means of which all

the persons participating in the meeting can communicate with each other at the same time. Participation by a person in a meeting in this

manner is treated as presence in person at that meeting. Unless otherwise determined by the Directors, the meeting shall be deemed to

be held at the place where the chairman is located at the start of the meeting.

32.4 A resolution in writing (in

one or more counterparts) signed by all the Directors or all the members of a committee of the Directors or, in the case of a resolution

in writing relating to the removal of any Director or the vacation of office by any Director, all of the Directors other than the Director

who is the subject of such resolution shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee

of Directors as the case may be, duly convened and held.

32.5 A Director may, or other Officer

on the direction of a Director shall, call a meeting of the Directors by at least two days’ notice in writing to every Director

which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors either at,

before or after the meeting is held. To any such notice of a meeting of the Directors all the provisions of the Articles relating to the

giving of notices by the Company to the Members shall apply mutatis mutandis.

32.6 The continuing Directors (or

a sole continuing Director, as the case may be) may act notwithstanding any vacancy in their body, but if and so long as their number

is reduced below the number fixed by or pursuant to the Articles as the necessary quorum of Directors the continuing Directors or Director

may act for the purpose of increasing the number of Directors to be equal to such fixed number, or of summoning a general meeting of the

Company, but for no other purpose.

32.7 The Directors may elect a chairman

of their board and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman

is not present within five minutes after the time appointed for the meeting to commence, the Directors present may choose one of their

number to be chairman of the meeting.

32.8 All acts done by any meeting

of the Directors or of a committee of the Directors shall, notwithstanding that it is afterwards discovered that there was some defect

in the appointment of any Director, and/or that they or any of them were disqualified, and/or had vacated their office and/or were not

entitled to vote, be as valid as if every such person had been duly appointed and/or not disqualified to be a Director and/or had not

vacated their office and/or had been entitled to vote, as the case may be.

32.9 A Director may be represented

at any meetings of the board of Directors by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote

of the proxy shall for all purposes be deemed to be that of the appointing Director.

33 Presumption of Assent

A Director who is present at a meeting

of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless

his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person

acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to

such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour

of such action.

34 Directors’ Interests

34.1 A Director may hold any other

office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period

and on such terms as to remuneration and otherwise as the Directors may determine.

34.2 A Director may act by himself

or by, through or on behalf of his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration

for professional services as if he were not a Director.

34.3 A Director may be or become

a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested

as a shareholder, a contracting party or otherwise, and no such Director shall be accountable to the Company for any remuneration or other

benefits received by him as a director or officer of, or from his interest in, such other company.

34.4 No person shall be disqualified

from the office of Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor

shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director shall be in any

way interested be or be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the

Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director holding office

or of the fiduciary relationship thereby established. A Director shall be at liberty to vote in respect of any contract or transaction

in which he is interested provided that the nature of the interest of any Director in any such contract or transaction shall be disclosed

by him at or prior to its consideration and any vote thereon.

34.5 A general notice that a Director

is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction

with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction

in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular

transaction.

35 Minutes

The Directors shall cause minutes

to be made in books kept for the purpose of recording all appointments of Officers made by the Directors, all proceedings at meetings

of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors, including the names of

the Directors present at each meeting.

36 Delegation of Directors’

Powers

36.1 The Directors may delegate any

of their powers, authorities and discretions, including the power to sub-delegate, to any committee consisting of one or more Directors

(including, without limitation and as applicable, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance

Committee, if established). Any such delegation may be made subject to any conditions the Directors may impose and either collaterally

with or to the exclusion of their own powers and any such delegation may be revoked or altered by the Directors. Subject to any such conditions,

the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they

are capable of applying.

36.2 The Directors may establish

any committees, local boards or agencies or appoint any person to be a manager or agent for managing the affairs of the Company and may

appoint any person to be a member of such committees, local boards or agencies. Any such appointment may be made subject to any conditions

the Directors may impose, and either collaterally with or to the exclusion of their own powers and any such appointment may be revoked

or altered by the Directors. Subject to any such conditions, the proceedings of any such committee, local board or agency shall be governed

by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

36.3 The Directors may adopt formal

written charters for committees and, if so adopted, shall review and assess the adequacy of such formal written charters on an annual

basis. Each of these committees shall be empowered to do all things necessary to exercise the rights of such committee set forth in the

Articles and shall have such powers as the Directors may delegate pursuant to the Articles and as required by the rules and regulations

of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise

under Applicable Law. Each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, if

established, shall consist of such number of Directors as the Directors shall from time to time determine (or such minimum number as may

be required from time to time by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or

any other competent regulatory authority or otherwise under Applicable Law). For so long as any class of Shares is listed on the Designated

Stock Exchange, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, if established,

shall be made up of such number of Independent Directors as is required from time to time by the rules and regulations of the Designated

Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law.

36.4 The Directors may by power of

attorney or otherwise appoint any person to be the agent of the Company on such conditions as the Directors may determine, provided that

the delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time.

36.5 The Directors may by power of

attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors,

to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding

those vested in or exercisable by the Directors under the Articles) and for such period and subject to such conditions as they may think

fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing

with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised

signatory to delegate all or any of the powers, authorities and discretions vested in him.

36.6 The Directors may appoint such

Officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as

to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of his appointment an Officer

may be removed by resolution of the Directors or Members. An Officer may vacate his office at any time if he gives notice in writing to

the Company that he resigns his office.

37 No Minimum Shareholding

The Company in general meeting may

fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director

is not required to hold Shares.

38 Remuneration of Directors

38.1 The remuneration to be paid

to the Directors, if any, shall be such remuneration as the Directors shall determine. The Directors shall also, whether prior to or after

the consummation of a Business Combination, be entitled to be paid all travelling, hotel and other expenses properly incurred by them

in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company, or separate

meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company

or the discharge of their duties as a Director, or to receive a fixed allowance in respect thereof as may be determined by the Directors,

or a combination partly of one such method and partly the other.

38.2 The Directors may by resolution

approve additional remuneration to any Director for any services which in the opinion of the Directors go beyond his ordinary routine

work as a Director. Any fees paid to a Director who is also counsel, attorney or solicitor to the Company, or otherwise serves it in a

professional capacity shall be in addition to his remuneration as a Director.

39 Seal

39.1 The Company may, if the Directors

so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised

by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one person who shall be either a Director

or some Officer or other person appointed by the Directors for the purpose.

39.2 The Company may have for use

in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the

Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.

39.3 A Director or Officer, representative

or attorney of the Company may without further authority of the Directors affix the Seal over his signature alone to any document of the

Company required to be authenticated by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere

wheresoever.

40 Dividends, Distributions and

Reserve

40.1 Subject to the Statute and this

Article and except as otherwise provided by the rights attached to any Shares, the Directors may resolve to pay Dividends and other distributions

on Shares in issue and authorise payment of the Dividends or other distributions out of the funds of the Company lawfully available therefor.

A Dividend shall be deemed to be an interim Dividend unless the terms of the resolution pursuant to which the Directors resolve to pay

such Dividend specifically state that such Dividend shall be a final Dividend. No Dividend or other distribution shall be paid except

out of the realised or unrealised profits of the Company, out of the share premium account or as otherwise permitted by law.

40.2 Except as otherwise provided

by the rights attached to any Shares, all Dividends and other distributions shall be paid according to the par value of the Shares that

a Member holds. If any Share is issued on terms providing that it shall rank for Dividend as from a particular date, that Share shall

rank for Dividend accordingly.

40.3 The Directors may deduct from

any Dividend or other distribution payable to any Member all sums of money (if any) then payable by him to the Company on account of calls

or otherwise.

40.4 The Directors may resolve that

any Dividend or other distribution be paid wholly or partly by the distribution of specific assets and in particular (but without limitation)

by the distribution of shares, debentures, or securities of any other company or in any one or more of such ways and where any difficulty

arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional

Shares and may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be

made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets

in trustees in such manner as may seem expedient to the Directors.

40.5 Except as otherwise provided

by the rights attached to any Shares, Dividends and other distributions may be paid in any currency. The Directors may determine the basis

of conversion for any currency conversions that may be required and how any costs involved are to be met.

40.6 The Directors may, before resolving

to pay any Dividend or other distribution, set aside such sums as they think proper as a reserve or reserves which shall, at the discretion

of the Directors, be applicable for any purpose of the Company and pending such application may, at the discretion of the Directors, be

employed in the business of the Company.

40.7 Any Dividend, other distribution,

interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent

through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder

who is first named on the Register of Members or to such person and to such address as such holder or joint holders may in writing direct.

Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders

may give effectual receipts for any Dividends, other distributions, bonuses, or other monies payable in respect of the Share held by them

as joint holders.

40.8 No Dividend or other distribution

shall bear interest against the Company.

40.9 Any Dividend or other distribution

which cannot be paid to a Member and/or which remains unclaimed after six months from the date on which such Dividend or other distribution

becomes payable may, in the discretion of the Directors, be paid into a separate account in the Company’s name, provided that the

Company shall not be constituted as a trustee in respect of that account and the Dividend or other distribution shall remain as a debt

due to the Member. Any Dividend or other distribution which remains unclaimed after a period of six years from the date on which such

Dividend or other distribution becomes payable shall be forfeited and shall revert to the Company.

41 Capitalisation

The Directors may at any time capitalise

any sum standing to the credit of any of the Company’s reserve accounts or funds (including the share premium account and capital

redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution; appropriate

such sum to Members in the proportions in which such sum would have been divisible amongst such Members had the same been a distribution

of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying up in full unissued Shares for allotment

and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts

and things required to give effect to such capitalisation, with full power given to the Directors to make such provisions as they think

fit in the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue

to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members

interested into an agreement with the Company providing for such capitalisation and matters incidental or relating thereto and any agreement

made under such authority shall be effective and binding on all such Members and the Company.

42 Books of Account

42.1 The Directors shall cause proper

books of account (including, where applicable, material underlying documentation including contracts and invoices) to be kept with respect

to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place,

all sales and purchases of goods by the Company and the assets and liabilities of the Company. Such books of account must be retained

for a minimum period of five years from the date on which they are prepared. Proper books shall not be deemed to be kept if there are

not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain

its transactions.

42.2 The Directors shall determine

whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company

or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director) shall have any right

of inspecting any account or book or document of the Company except as conferred by Statute or authorised by the Directors or by the Company

in general meeting.

42.3 The Directors may cause to be

prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such

other reports and accounts as may be required by law.

43 Audit

43.1 The Directors may appoint an

Auditor of the Company who shall hold office on such terms as the Directors determine.

43.2 Without prejudice to the freedom

of the Directors to establish any other committee, if the Shares (or depositary receipts therefor) are listed or quoted on the Designated

Stock Exchange, and if required by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission

and/or any other competent regulatory authority or otherwise under Applicable Law, the Directors shall establish and maintain an Audit

Committee as a committee of the Directors and shall adopt a formal written Audit Committee charter and review and assess the adequacy

of the formal written charter on an annual basis. The composition and responsibilities of the Audit Committee shall comply with the rules

and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority

or otherwise under Applicable Law. The Audit Committee shall meet at least once every financial quarter, or more frequently as circumstances

dictate.

43.3 If the Shares (or depositary

receipts therefor) are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related

party transactions on an ongoing basis and shall utilise the Audit Committee for the review and approval of potential conflicts of interest.

43.4 The remuneration of the Auditor

shall be fixed by the Audit Committee (if one exists).

43.5 If the office of Auditor becomes

vacant by resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time

when his services are required, the Directors shall fill the vacancy and determine the remuneration of such Auditor.

43.6 Every Auditor of the Company

shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from

the Directors and Officers such information and explanation as may be necessary for the performance of the duties of the Auditor.

43.7 Auditors shall, if so required

by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following

their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next

extraordinary general meeting following their appointment in the case of a company which is registered with the Registrar of Companies

as an exempted company, and at any other time during their term of office, upon request of the Directors or any general meeting of the

Members.

43.8 Any payment made to members

of the Audit Committee (if one exists) shall require the review and approval of the Directors, with any Director interested in such payment

abstaining from such review and approval.

43.9 The Audit Committee shall monitor

compliance with the terms of the IPO and, if any non-compliance is identified, the Audit Committee shall be charged with the responsibility

to take all action necessary to rectify such non-compliance or otherwise cause compliance with the terms of the IPO.

43.10 At least one member of the Audit

Committee shall be an “audit committee financial expert” as determined by the rules and regulations of the Designated Stock

Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. The

“audit committee financial expert” shall have such past employment experience in finance or accounting, requisite professional

certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication.

44 Notices

44.1 Notices shall be in writing

and may be given by the Company to any Member either personally or by sending it by courier, post, cable, telex, fax or e-mail to him

or to his address as shown in the Register of Members (or where the notice is given by e-mail by sending it to the e-mail address provided

by such Member). Notice may also be served by Electronic Communication in accordance with the rules and regulations of the Designated

Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or by placing it on the Company’s

Website.

44.2 Where a notice is sent by:

(a) courier; service of the notice

shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third

day (not including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier;

(b) post; service of the notice

shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and shall be deemed to have

been received on the fifth day (not including Saturdays or Sundays or public holidays in the Cayman Islands) following the day on which

the notice was posted;

of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received

on the same day that it was transmitted;

(d) e-mail or other Electronic Communication;

service of the notice shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended recipient

and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the e-mail

to be acknowledged by the recipient; and

(e) placing it on the Company’s

Website; service of the notice shall be deemed to have been effected one hour after the notice or document was placed on the Company’s

Website.

44.3 A notice may be given by the

Company to the person or persons which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy

of a Member in the same manner as other notices which are required to be given under the Articles and shall be addressed to them by name,

or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for

that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the

same might have been given if the death or bankruptcy had not occurred.

44.4 Notice of every general meeting

shall be given in any manner authorised by the Articles to every holder of Shares carrying an entitlement to receive such notice on the

record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first

named in the Register of Members and every person upon whom the ownership of a Share devolves by reason of his being a legal personal

representative or a trustee in bankruptcy of a Member where the Member but for his death or bankruptcy would be entitled to receive notice

of the meeting, and no other person shall be entitled to receive notices of general meetings.

45 Winding Up

45.1 If the Company shall be wound

up, the liquidator shall apply the assets of the Company in satisfaction of creditors’ claims in such manner and order as such liquidator

thinks fit. Subject to the rights attaching to any Shares, in a winding up:

(a) if the assets available for

distribution amongst the Members shall be insufficient to repay the whole of the Company’s issued share capital, such assets shall

be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held

by them; or

(b) if the assets available for

distribution amongst the Members shall be more than sufficient to repay the whole of the Company’s issued share capital at the commencement

of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the

commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable

to the Company for unpaid calls or otherwise.

45.2 If the Company shall be wound

up the liquidator may, subject to the rights attaching to any Shares and with the approval of a Special Resolution of the Company and

any other approval required by the Statute, divide amongst the Members in kind the whole or any part of the assets of the Company (whether

such assets shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division

shall be carried out as between the Members or different classes of Members. The liquidator may, with the like approval, vest the whole

or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like approval, shall

think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability.

46 Indemnity and Insurance

46.1 Every Director and Officer (which

for the avoidance of doubt, shall not include auditors of the Company), together with every former Director and former Officer (each an

Indemnified Person) shall to the fullest extent permitted by Applicable Law be indemnified out of the assets of the Company against

any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of

them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may

incur by reason of their own actual fraud, wilful neglect or wilful default. No Indemnified Person shall be liable to the Company for

any loss or damage incurred by the Company as a result (whether direct or indirect) of the carrying out of their functions unless that

liability arises through the actual fraud, wilful neglect or wilful default of such Indemnified Person. No person shall be found to have

committed actual fraud, wilful neglect or wilful default under this Article unless or until a court of competent jurisdiction shall have

made a finding to that effect.

46.2 Each Member specifically agrees

to waive any claim or right of action such Member might have, whether individually or by, or in, the right of the Company, against any

Director or Officer in connection with new or competing merger bids or proposals which are proffered to the Board at any time after the

execution of a definitive agreement concerning a Business Combination provided that such waiver shall not extend to any matter in respect

of any fraud or dishonesty in relation to the Company which may attach to such Director or Officer.

46.3 The Company shall advance to

each Indemnified Person reasonable attorneys’ fees and other costs and expenses incurred in connection with the defence of any action,

suit, proceeding or investigation involving such Indemnified Person for which indemnity will or could be sought. In connection with any

advance of any expenses hereunder, the Indemnified Person shall execute an undertaking to repay the advanced amount to the Company if

it shall be determined by final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification

pursuant to this Article. If it shall be determined by a final judgment or other final adjudication that such Indemnified Person was not

entitled to indemnification with respect to such judgment, costs or expenses, then such party shall not be indemnified with respect to

such judgment, costs or expenses and any advancement shall be returned to the Company (without interest) by the Indemnified Person.

46.4 The Directors, on behalf of

the Company, may purchase and maintain insurance for the benefit of any Director or other Officer against any liability which, by virtue

of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty or breach of trust of

which such person may be guilty in relation to the Company.

47 Financial Year

Unless the Directors otherwise prescribe,

the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st

January in each year.

48 Transfer by Way of Continuation

48.1 If the Company is exempted as

defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution passed in accordance

with this Article 48, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside

the Cayman Islands and to be deregistered in the Cayman Islands.

48.2 Prior to the closing of a Business

Combination, only the Class B Shares shall carry the right to vote on any resolution of the shareholders to approve any transfer by way

of continuation pursuant to this Article (including any Special Resolution required to amend the constitutional documents of the Company

or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation

in a jurisdiction outside the Cayman Islands).

49 Mergers and Consolidations

The Company shall have the power to

merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such terms as the Directors may determine

and (to the extent required by the Statute) with the approval of a Special Resolution.

50 Business Combination

50.1 Notwithstanding any other provision

of the Articles, this Article shall apply during the period commencing upon the adoption of the Articles and terminating upon the first

to occur of the consummation of a Business Combination and the full distribution of the Trust Account pursuant to this Article. In the

event of a conflict between this Article and any other Articles, the provisions of this Article shall prevail.

50.2 Prior to the consummation of

a Business Combination, the Company shall either:

(a) submit such Business Combination

to its Members for approval; or

(b) provide Members with the opportunity

to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount

then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including

interest earned on the Trust Account (which interest shall be net of income taxes, if any, payable), divided by the number of then issued

Public Shares.

50.3 If the Company initiates any

tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a proposed Business Combination,

it shall file tender offer documents with the Securities and Exchange Commission prior to completing such Business Combination which contain

substantially the same financial and other information about such Business Combination and the redemption rights as is required under

Regulation 14A of the Exchange Act. If, alternatively, the Company holds a general meeting to approve a proposed Business Combination,

the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, and

not pursuant to the tender offer rules, and file proxy materials with the Securities and Exchange Commission.

50.4 At a general meeting called

for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved

by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination.

50.5 Any Member holding Public Shares

who is not the Sponsor, a Founder, Officer or Director may, in connection with any vote on a proposed Business Combination, elect to have

their Public Shares redeemed for cash in accordance with any applicable requirements provided for in the related proxy materials (the

IPO Redemption), including, without limitation, such requirements with respect to the deadline for making such election (the Election

Deadline), provided that (a) no such Member, together with any Affiliate of such Member or any other person with whom such Member

is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act) may exercise this redemption right

with respect to more than fifteen per cent (15%) of the Public Shares in the aggregate without the prior consent of the Company and (b)

if the Company requires in its sole discretion, any holder that holds Public Shares beneficially through a nominee must identify itself

to the Company in connection with any redemption election in order to validly redeem such Public Shares. Notwithstanding the foregoing

sentence, the board of Directors may, at any time and either before or after the initially scheduled vote on a Business Combination, in

its sole discretion extend the Election Deadline to a later date and may extend an Election Deadline which has already been extended.

If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is abstaining from voting on or voting for or

against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit

in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned

on the Trust Account (which interest shall be net of income taxes, if any, payable), divided by the number of then issued Public Shares

(such redemption price being referred to herein as the Redemption Price), subject to Applicable Law, but only in the event that

the applicable proposed Business Combination is approved and consummated.

50.6 A Member may not withdraw a

Redemption Notice once submitted to the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of

such redemption request (which they may do in whole or in part).

50.7 In the event that the Company

does not consummate a Business Combination within the Completion Window, the Company may by way of a Special Resolution amend the Articles

to extend the date by which the Company must consummate a Business Combination pursuant to the Completion Window, or shall:

(a) cease all operations except for the purpose of winding up;

(b) as promptly as reasonably possible but not more than ten (10) business days thereafter, subject to lawfully

available funds, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the

Trust Account, including interest earned on the Trust Account (which interest shall be net of income taxes, if any, less up to $100,000

of interest to pay dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely extinguish

public Members’ rights as Members (including the right to receive further liquidation distributions, if any) subject to applicable

law; and

remaining Members and the Directors, liquidate and dissolve,

subject in each

case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements

of Applicable Law.

50.8 In the event that any amendment

is made to the Articles not for the purposes of approving, or in conjunction with the consummation of, a Business Combination:

(a) to modify the substance or timing

of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem one hundred per cent (100%)

of the Public Shares if the Company has not consummated a Business Combination within the Completion Window; or

(b) with respect to any other material

provisions relating to (i) the rights of holders of Class A Shares; or (ii) pre-initial Business Combination activity; or

not consummated a Business Combination within the Completion Window, the Company may by way of a Special Resolution, amend the Articles

to extend the date by which the Company must consummate a Business Combination,

each holder of Public Shares who is

not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the effectiveness

of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including

interest earned on the Trust Account (which interest shall be net of income taxes, if any, payable), divided by the number of Public Shares

then in issue, subject to Applicable Law.

50.9 A holder of Public Shares shall

be entitled to receive distributions from the Trust Account only in the event of an IPO Redemption, a repurchase of Shares by means of

a tender offer pursuant to this Article, or a distribution of the Trust Account pursuant to this Article. In no other circumstance shall

a holder of Public Shares have any right or interest of any kind in the Trust Account.

50.10 Except in connection with the

conversion of Class B Shares into Class A Shares pursuant to Article 17 where the holders of such Shares have waived any right to receive

funds from the Trust Account, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall

not issue additional Shares or any other securities that would entitle the holders thereof to:

(a) receive funds from the Trust

Account; or

(b) vote as a class with Public

Shares on a Business Combination.

50.11 A Director may vote in respect

of a Business Combination in which such Director has a conflict of interest with respect to the evaluation of such Business Combination.

Such Director must disclose such interest or conflict to the other Directors.

50.12 The Company shall not enter

into an initial Business Combination solely with another blank cheque company or a similar company with nominal operations.

50.13 The Company may enter into a

Business Combination with a target business that is an Affiliate of the Sponsor, an Officer or a Director. In the event the Company seeks

to complete a Business Combination with a target business that is an Affiliate of the Sponsor, an Officer or a Director, the Company,

or a committee of Independent Directors, shall obtain an opinion from an independent investment banking firm or another independent entity

that commonly renders valuation opinions stating that the consideration to be paid by the Company in such a Business Combination is fair

to the Company from a financial point of view.

51 Certain Tax Filings

Each Tax Filing Authorised Person

and any such other person, acting alone, as any Director shall designate from time to time, are authorised to file tax forms SS-4, W-8

BEN, W-8 IMY, W-9, 8832 and 2553 and such other similar tax forms as are customary to file with any US state or federal governmental authorities

or foreign governmental authorities in connection with the formation, activities and/or elections of the Company and such other tax forms

as may be approved from time to time by any Director or Officer. The Company further ratifies and approves any such filing made by any

Tax Filing Authorised Person or such other person prior to the date of the Articles.

52 Business Opportunities

52.1 To the fullest extent permitted

by Applicable Law, none of the Sponsor or any individual serving as a Director or an Officer (Management) shall have any duty,

except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business

activities or lines of business as the Company. To the fullest extent permitted by Applicable Law, the Company renounces any interest

or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may

be a corporate opportunity for Management, on the one hand, and the Company, on the other or (b) the presentation of which would breach

an existing legal obligation of a member of Management to any other entity. Except to the extent expressly assumed by contract, to the

fullest extent permitted by Applicable Law, Management shall have no duty to communicate or offer any such corporate opportunity to the

Company and shall not be liable to the Company or its Members for breach of any fiduciary duty as a Member, Director and/or Officer solely

by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate

opportunity to another person, or does not communicate information regarding such corporate opportunity to the Company.

52.2 Except as provided elsewhere

in this Article, to the fullest extent permitted by Applicable Law the Company hereby renounces any interest or expectancy of the Company

in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for

both the Company and Management, about which a Director and/or Officer who is also a member of Management acquires knowledge.

52.3 To the extent a court might

hold that the conduct of any activity related to a corporate opportunity that is renounced in this Article to be a breach of duty to the

Company or its Members, the Company hereby waives, to the fullest extent permitted by Applicable Law, any and all claims and causes of

action that the Company may have for such activities. To the fullest extent permitted by Applicable Law, the provisions of this Article

apply equally to activities conducted in the future and that have been conducted in the past.

52.4 Notwithstanding anything to

the contrary in this Article, such renouncement shall not apply to any business opportunity that is expressly offered to such person solely

in his or her capacity as a Director or Officer of the Company and it is an opportunity the Company is able to complete on a reasonable

basis.

53 Exclusive Jurisdiction

53.1 Unless the Company consents

in writing to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim

or dispute arising out of or in connection with the Memorandum, the Articles or otherwise related in any way to each Member’s shareholding

in the Company, including but not limited to:

(a) any derivative action or proceeding

brought on behalf of the Company;

(b) any action asserting a claim

of breach of any fiduciary or other duty owed by any current or former Director, Officer or other employee of the Company to the Company

or the Members;

arising pursuant to any provision of the Statute, the Memorandum or the Articles; or

(d) any action asserting a claim

against the Company governed by the “Internal Affairs Doctrine” (as such concept is recognised under the laws of the United

States of America).

53.2 Each Member irrevocably submits

to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes.

53.3 Without prejudice to any other

rights or remedies that the Company may have, each Member acknowledges that damages alone would not be an adequate remedy for any breach

of the selection of the courts of the Cayman Islands as exclusive forum and that accordingly the Company shall be entitled, without proof

of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach

of the selection of the courts of the Cayman Islands as exclusive forum.

53.4 This Article 53 shall not apply

to any action or suits brought to enforce any liability or duty created by the U.S. Securities Act of 1933, as amended, the Exchange Act,

or any claim for which the federal district courts of the United States of America are, as a matter of the laws of the United States,

the sole and exclusive forum for determination of such a claim.

EX-4.1 — SHARE RIGHTS AGREEMENT, DATED MAY 20, 2026, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY

EX-4.1

Filename: ea029197501ex4-1.htm · Sequence: 4

Exhibit 4.1

SHARE RIGHTS AGREEMENT

This Share Rights Agreement (this

“Agreement”) is made as of May 20, 2026 between Aperture AC, a Cayman Islands exempted company (the “Company”),

and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (in such capacity, the “Share

Rights Agent”).

WHEREAS, the Company has entered

into an agreement with I-Bankers Securities, Inc., (“Representative”), as representative of the several underwriters,

for the Company’s initial public offering (“Public Offering”) pursuant to which the underwriters will

purchase up to an aggregate of 10,350,000 units (including up to 1,350,000 additional units if the underwriters’ over-allotment

option is exercised in full), each unit (“Unit”) comprised of one Class A ordinary share of the Company, $0.0001

par value (the “Ordinary Shares”), and one right to receive one-fourth (1/4) of one Ordinary Share (a “Public

Share Right”) upon the happening of the triggering event described herein, and in connection therewith, will issue and deliver

up to an aggregate of 10,350,000 Public Share Rights upon consummation of such Public Offering, 1,350,000 of which are attributable to

the over-allotment option;

WHEREAS, the Company has filed

with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File No. 333-291583,

as amended (“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (the

“Securities Act”) of, among other securities, the Units, Public Share Rights, and the Ordinary Shares issuable

to the holders of the Units and Public Share Rights;

WHEREAS, the Company has entered

into agreements with Aperture Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the Representative

to purchase up to an aggregate of 290,000 private placement units (or up to 313,625 private placement units if the underwriters’

over-allotment option is exercised in full) in a private placement transaction to occur simultaneously with the consummation of the Public

Offering at a purchase price of

$10.00 per

private placement unit, with each Unit comprised of one Ordinary Share and one Share Right (the “Private Share Rights”)

to receive one-fourth (1/4) of one Ordinary Share upon the happening of the triggering event described herein;

WHEREAS, up to $1,500,000 of working

capital loans, as described in the Registration Statement, may be converted into up to 150,000 private placement-equivalent units, at

a price of $10.00 per unit, with each Unit comprised of one Ordinary Share and one Share Right (the “Working Capital Share

Rights”, together with the Private Share Rights and the Public Share Rights, the “Share Rights”);

WHEREAS, the Company desires the Share Rights

Agent to act on behalf of the Company, and the Share Rights Agent is willing to so act, in connection with the issuance, registration,

transfer and exchange of the Share Rights;

WHEREAS, the Company desires

to provide for the form and provisions of the Share Rights, the terms upon which they shall be issued, and the respective rights, limitation

of rights, and immunities of the Company, the Share Rights Agent, and the holders of the Share Rights; and

WHEREAS, all acts and things

have been done and performed which are necessary to make the Share Rights, when executed on behalf of the Company and countersigned by

or on behalf of the Share Rights Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize

the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of

the mutual agreements herein contained, the parties hereto agree as follows:

1. Appointment of Share Rights Agent. The Company hereby

appoints the Share Rights Agent to act as agent for the Company for the Share Rights, and the Share Rights Agent hereby accepts such

appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

2. Share Rights.

2.1. Form of Share Right. Each Share Right shall be issued

in registered or book-entry form, as requested by the Company or the holder of a Share Right. Any Share Rights issued in registered form

shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear

the facsimile signature of, the Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer, Executive Vice President,

Chief Financial Officer, or Secretary. In the event the person whose facsimile signature has been placed upon any Share Right shall have

ceased to serve in the capacity in which such person signed the Share Right before such Share Right is issued, it may be issued with

the same effect as if he or she had not ceased to be such at the date of issuance.

2.2. Effect of Countersignature. Except with respect to

uncertificated Share Rights as described in Section 2.1 above, unless and until countersigned by the Share Rights Agent pursuant to this

Agreement, a registered Share Right shall be invalid and of no effect and may not be exchanged for Ordinary Shares.

2.3. Registration.

2.3.1. Share Right Register. The Share Rights Agent shall

maintain books (“Right Register”) for the registration of original issuance and the registration of transfer

of the Share Rights. Upon the initial issuance of the Share Rights, the Share Rights Agent shall issue and register the Share Rights

in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Share

Rights Agent by the Company.

2.3.2. Registered Holder. Prior to due presentment for registration

of transfer of any Share Right, the Company and the Share Rights Agent may deem and treat the person or entity in whose name such Share

Right shall be registered upon the Share Right Register (“Registered Holder”) as the absolute owner of such

Share Right and of each Share Right represented thereby (notwithstanding any notation of ownership or other writing on the Share Right

Certificate made by anyone other than the Company or the Share Rights Agent), for the purpose of the exchange thereof, and for all other

purposes, and neither the Company nor the Share Rights Agent shall be affected by any notice to the contrary.

2.4. Detachability of Share Rights. The securities comprising

the Units, including the Share Rights, will not be separately transferable until the fifty second (52nd) day after the date of the prospectus

included in the Registration Statement (or, if such date is not a business day, the following business day) unless the Representative

informs the Company of its decision to allow earlier separate trading, but in no event will separate trading of the securities comprising

the Units begin until (i) the Company files a Current Report on Form 8-K which includes an audited balance sheet reflecting the receipt

by the Company of the gross proceeds of the Public Offering including the proceeds received by the Company from the exercise of the over-allotment

option, if the over-allotment option is exercised on the date hereof, and (ii) the Company issues a press release and files a Current

Report on Form 8-K announcing when such separate trading shall begin.

3. Terms and Exchange of Share Rights.

3.1. Share Rights. Each Share Right shall entitle the holder

thereof to receive one-fourth (1/4) of one Ordinary Share upon the happening of the Exchange Event (described below). Subject to Section

3.3.1 below with respect to the Registered Holders of Share Rights, in the event that the Company is not the surviving entity immediately

following the Exchange Event, holders of Share Rights shall be entitled to automatically receive the kind and amount of securities or

properties of the surviving entity as the holders of each one-fourth (1/4) of one Ordinary Share is entitled to receive in the Exchange

Event. No additional consideration shall be paid by a holder of Share Rights in order to receive his, her or its Ordinary Shares upon

the Exchange Event as the purchase price for such Ordinary Shares has been included in the purchase price for the Units. In no event

will the Company be required to net cash settle the Share Rights or issue fractional Ordinary Shares.

3.2. Exchange Event. The exchange event (the “Exchange

Event”) shall be the Company’s consummation of an initial Business Combination (as defined in the Company’s

Memorandum and Articles of Association (as may amended, restated or amended and restated (the “Articles”)).

3.3. Exchange of Share Rights.

3.3.1. Issuance of Certificates. As soon as practicable upon the

occurrence of the Exchange Event, the Share Rights Agent, shall issue to the holder of such Share Right(s) the number of whole Ordinary

Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue to such holder

a book-entry position for such Ordinary Shares; provided that in the event that the Company is not the surviving entity following the

Exchange Event, the Company shall notify the registered holders of Share Rights at least two business days prior to the occurrence of

the Exchange Event and the registered holders of Share Rights shall have the right to receive the kind and amount of securities or properties

of the surviving entity pursuant to Section 3.3.4 of this Agreement provided that they affirmatively elect to such conversion, unless

such requirement is otherwise waived by the Company. Notwithstanding the foregoing, or any provision contained in this Agreement to the

contrary, in no event will the Company be required to net cash settle the Share Rights. The Company shall not issue fractional Ordinary

Shares upon exchange of Share Rights. At the time of the Exchange Event, the Company will instruct the Share Rights Agent to round down

to the nearest whole Ordinary Share or otherwise inform it how fractional shares will be addressed in accordance with Cayman Islands

law and the Articles.

3.3.2. Valid Issuance. All Ordinary Shares issued upon an

Exchange Event in conformity with this Agreement shall be validly issued, fully paid and nonassessable.

3.3.3. Date of Issuance. Each person in whose name any book-entry

position for Ordinary Shares is issued shall for all purposes be deemed to have become the holder of record of such shares on the date

of the Exchange Event, irrespective of the date of delivery of such book-entry position..

3.3.4. Company Not Surviving Following Exchange Event. If

the Exchange Event results in the Company not being the surviving entity, the definitive agreement will provide for the holders of Share

Rights to receive the same kind and amount of securities or properties of the surviving entity as the holders of the Ordinary Shares

will receive with the Exchange Event, for the number of Ordinary Shares such holder is entitled to pursuant to Section 3.3.1 above.

3.4. Duration of Share Rights. If the Exchange Event does

not occur within the time period as described in the Articles, and such Business Combination has not yet been consummated within the

applicable time period, the Share Rights shall expire and shall be worthless.

4. Transfer and Exchange of Share Rights.

4.1. Registration of Transfer. The Share Rights Agent shall

register the transfer, from time to time, of any outstanding Share Right upon the Share Right Register, in the case of certificated Share

Rights, upon surrender of such Share Right for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate

instructions for transfer. Upon any such transfer, a new Share Right representing an equal aggregate number of Share Rights shall be

issued and the old Share Right shall be cancelled by the Share Rights Agent. The Share Rights so cancelled shall be delivered by the

Share Rights Agent to the Company from time to time upon request.

4.2. Procedure for Surrender of Share Rights. Certificated

Share Rights may be surrendered to the Share Rights Agent, together with a written request for exchange or transfer, and thereupon the

Share Rights Agent shall issue in exchange therefor one or more new certificated Share Rights as requested by the Registered Holder of

the Share Rights so surrendered, representing an equal aggregate number of Share Rights; provided, however, that in the event that a

Share Right surrendered for transfer bears a restrictive legend, the Share Rights Agent shall not cancel such Share Right and issue new

Share Rights in exchange therefor until the Share Rights Agent has received an opinion of counsel for the Company stating that such transfer

may be made and indicating whether the new Share Rights must also bear a restrictive legend.

4.3. Fractional Share Rights. The Share Rights Agent will

not issue fractional shares in connection with an exchange or transfer of Share Rights. Fractional shares will either be rounded down

to the nearest whole share or otherwise addressed in accordance with Cayman Islands law and the Articles. As a result, you must hold

Share Rights in multiples of 4 in order to receive shares for all of your Share Rights upon the Exchange Event.

4.4. Service Charges. No service charge shall be made for

any exchange or registration of transfer of Share Rights.

4.5. Adjustments to Conversion Ratios. The number of Ordinary

Shares that the holders of Share Rights are entitled to receive as a result of the occurrence of an Exchange Event shall be equitably

adjusted to reflect appropriately the effect of any share subdivision, share consolidation, share dividend, reorganization, recapitalization,

reclassification, combination, exchange of shares or other like change with respect to the Ordinary Shares occurring on or after the

date hereof and prior to the Exchange Event.

4.6. Share Right Execution and Countersignature. The Share

Rights Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Share Rights required

to be issued pursuant to the provisions of this Section 4, and the Company, whenever required by the Share Rights Agent, will

supply the Share Rights Agent with Share Rights duly executed on behalf of the Company for such purpose.

5. Other Provisions Relating to Share Rights of Holders of

Share Rights.

5.1. No Share Rights as Shareholder. Until exchange of

a Share Right for Ordinary Shares as provided for herein, a Share Right does not entitle the Registered Holder thereof to any of the

Share Rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions,

exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders

or the election of directors of the Company or any other matter.

5.2. Lost, Stolen, Mutilated, or Destroyed Share Rights.

If any Share Right is lost, stolen, mutilated, or destroyed, the Company and the Share Rights Agent may on such terms as to indemnity

or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Share Right, include the surrender thereof),

issue a new Share Right of like denomination, tenor, and date as the Share Right so lost, stolen, mutilated, or destroyed. Any such new

Share Right shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated,

or destroyed Share Right shall be at any time enforceable by anyone.

5.3. Reservation of Ordinary Shares. The Company shall

at all times reserve and keep available a number of its authorized but unissued Ordinary Shares that will be sufficient to permit the

exchange of all outstanding Share Rights issued pursuant to this Agreement.

6. Concerning the Share Rights Agent and Other Matters.

6.1. Payment of Taxes. The Company will from time to time

promptly pay all taxes and charges that may be imposed upon the Company or the Share Rights Agent in respect of the issuance or delivery

of Ordinary Shares upon the exchange of Share Rights, but the Company shall not be obligated to pay any transfer taxes in respect of

the Share Rights or such shares.

6.2. Resignation, Consolidation, or Merger of Share Rights

Agent.

6.2.1. Appointment of Successor Share Rights Agent. The Share

Rights Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities

hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Share Rights Agent becomes vacant

by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Share Rights Agent in place of the

Share Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing

of such resignation or incapacity by the Share Rights Agent or by the holder of the Share Right (who shall, with such notice, submit

his, her or its Share Right for inspection by the Company), then the holder of any Share Right may apply to the Supreme Court of the

State of New York for the County of New York for the appointment of a successor Share Rights Agent at the Company’s cost. Any successor

Share Rights Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of

the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and

authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority.

After appointment, any successor Share Rights Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations

of its predecessor Share Rights Agent with like effect as if originally named as Share Rights Agent hereunder, without any further act

or deed; but if for any reason it becomes necessary or appropriate, the predecessor Share Rights Agent shall execute and deliver, at

the expense of the Company, an instrument transferring to such successor Share Rights Agent all the authority, powers, and Share Rights

of such predecessor Share Rights Agent hereunder; and upon request of any successor Share Rights Agent the Company shall make, execute,

acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor

Share Rights Agent all such authority, powers, rights, immunities, duties, and obligations.

6.2.2. Notice of Successor Share Rights Agent. In the event

a successor Share Rights Agent shall be appointed, the Company shall give notice thereof to the predecessor Share Rights Agent and the

transfer agent for the Ordinary Shares not later than the effective date of any such appointment.

6.2.3. Merger or Consolidation of Share Rights Agent. Any

corporation into which the Share Rights Agent may be merged or with which it may be consolidated or any corporation resulting from any

merger or consolidation to which the Share Rights Agent shall be a party shall be the successor Share Rights Agent under this Agreement

without any further act.

6.3. Fees and Expenses of Share Rights Agent.

6.3.1. Remuneration. The Company agrees to pay the Share

Rights Agent reasonable remuneration for its services as such Share Rights Agent hereunder and will reimburse the Share Rights Agent

upon demand for all expenditures that the Share Rights Agent may reasonably incur in the execution of its duties hereunder.

6.3.2. Further Assurances. The Company agrees to perform,

execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments,

and assurances as may reasonably be required by the Share Rights Agent for the carrying out or performing of the provisions of this Agreement.

6.4. Liability of Share Rights Agent.

6.4.1. Reliance on Company Statement. Whenever in the performance

of its duties under this Agreement, the Share Rights Agent shall deem it necessary or desirable that any fact or matter be proved or

established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof

be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive

Officer or Chief Financial Officer, and delivered to the Share Rights Agent. The Share Rights Agent may rely upon such statement for

any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

6.4.2. Indemnity. The Share Rights Agent shall be liable

hereunder only for its own gross negligence, willful misconduct or bad faith. Subject to Section 6.6, the Company agrees to indemnify

the Share Rights Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees,

for anything done or omitted by the Share Rights Agent in the execution of this Agreement except as a result of the Share Rights Agent’s

gross negligence or intentional misconduct.

6.4.3. Exclusions. The Share Rights Agent shall have no responsibility

with respect to the validity of this Agreement or with respect to the validity or execution of any Share Right (except its countersignature

thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any

Share Right; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation

of any Ordinary Shares to be issued pursuant to this Agreement or any Share Right or as to whether any Ordinary Shares will, when issued,

be valid and fully paid and nonassessable.

6.5. Acceptance of Agency. The Share Rights Agent hereby

accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth.

6.6. Waiver. The Share Rights Agent hereby waives any right

of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of,

the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the

Company and the Share Rights Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction

for any Claim against the Trust Account for any reason whatsoever.

7. Miscellaneous Provisions.

7.1. Successors. All the covenants and provisions of this

Agreement by or for the benefit of the Company or the Share Rights Agent shall bind and inure to the benefit of their respective successors

and assigns.

7.2. Notices. Any notice, statement or demand authorized

by this Agreement to be given or made by the Share Rights Agent or by the holder of any Share Right to or on the Company shall be sufficiently

given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after

deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Share Rights Agent),

as follows:

Aperture Sponsor LLC

835 Wilshire Blvd., 5th Floor,

Los Angeles,

CA 90017

Attn: Calvin Kung, Chief Executive Officer

with a

copy to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York,

New York 10105

Attn: Barry I. Grossman, Esq.

Any notice, statement or demand

authorized by this Agreement to be given or made by the holder of any Share Right or by the Company to or on the Share Rights Agent shall

be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within

five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Share Rights Agent

with the Company), as follows:

Continental Stock Transfer & Trust Company

One

State Street, 30th Floor

New York, NY 10004

Attn: Compliance Department

7.3. Applicable Law and Exclusive Forum. The validity,

interpretation, and performance of this Agreement and of the Share Rights shall be governed in all respects by the laws of the State

of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another

jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this

Agreement, including under the Securities Act, shall be brought and enforced in the courts of the State of New York or the United States

District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive

forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such

courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy

thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section

7.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or

claim. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty

created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States

of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Share Rights

shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.3. If any action, the subject

matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New

York or the United States District Court for the Southern District of New York (a “foreign action”) in the

name of any Share Rights holder, such Share Rights holder shall be deemed to have consented to: (x) the personal jurisdiction of the

state and federal courts located within the State of New York or the United States District Court for the Southern District of New York

in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),

and (y) having service of process made upon such Share Rights holder in any such enforcement action by service upon such Share Rights

holder’s counsel in the foreign action as agent for such Share Rights holder.

7.4. Persons Having Share Rights under this Agreement.

Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed,

to confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holders of the Share Rights and,

any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof.

All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit

of the parties hereto and their successors and assigns and of the Registered Holders of the Share Rights.

7.5. Examination of this Agreement. A copy of this Agreement

shall be available at all reasonable times at the office of the Share Rights Agent in the Borough of Manhattan, City and State of New

York, for inspection by the Registered Holder of any Share Right. The Share Rights Agent may require any such holder to submit his, her

or its Share Right for inspection by it.

7.6. Counterparts; Electronic Signatures. This Agreement

may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to

be an original, and all such counterparts shall together constitute but one and the same instrument. Copies of executed counterparts

of this Agreement transmitted by electronic transmission (including by email or in .pdf format) or facsimile as well as electronically

or digitally executed counterparts (such as DocuSign) shall have the same legal effect as original signatures and shall be considered

irrevocable originally executed counterparts of this Agreement.

7.7. Effect of Headings. The Section headings herein are

for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

7.8. Amendments. This Agreement may be amended by the parties

hereto without the consent of any Registered Holder for the purpose of curing any ambiguity, or of curing, correcting or supplementing

any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under

this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the

Registered Holders in any material respect. All other modifications or amendments shall require the written consent or vote of the Registered

Holders of at least 50% of the then-outstanding Public Share Rights, to make any change that adversely affects the interests of the Registered

Holders of Public Share Rights in any material respect and, solely with respect to any amendment to the terms of the Private Share Rights

or Working Capital Share Rights or any provision of this Agreement with respect to the Private Share Rights, or Working Capital Share

Rights (including, for the avoidance of doubt, the forfeiture or cancellation of any Private Share Rights or Working Capital Share Rights),

50% of the number of then outstanding Private Share Rights and Working Capital Share Rights.

7.9. Severability. This Agreement shall be deemed severable,

and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement

or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto

intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision

as may be possible and be valid and enforceable.

[Signature Page Follows]

IN WITNESS WHEREOF, this Agreement has been duly executed

by the parties hereto as of the day and year first above written.

Aperture AC

By:

/s/ Calvin Kung

Name:

Calvin Kung

Title:

Chief Executive Officer

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

By:

/s/ Erika Young

Name:

Erika Young

Title:

Vice President

[Signature Page to Share Rights

Agreement]

EXHIBIT A

Form of Share Right

NUMBER

RIGHTS

_______R

APERTURE AC

INCORPORATED UNDER THE LAWS OF THE CAYMAN

ISLANDS

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP G0474D 119

THIS CERTIFIES THAT, for value received

_______________is the registered

holder of a right or rights (the “Share Right” or “Share Rights,” respectively) to receive one-fourth of one Class

A ordinary share, par value $0.0001 per share (“Ordinary Shares”), of Aperture AC (the “Company”) for each Share

Right evidenced by this Share Right Certificate on the Company’s completion of an initial business combination (as defined in the

prospectus relating to the Company’s initial public offering (“Prospectus”) upon surrender of this Share Right Certificate

pursuant to the Share Rights Agreement (the “Share Rights Agreement”) between the Company and Continental Stock Transfer &

Trust Company (the “Share Rights Agent”). In no event will the Company be required to net cash settle any Share Right.

Upon liquidation of the Company

in the event an initial business combination is not consummated during the required period as identified in the Company’s Amended

and Restated Memorandum and Articles of Association, as the same may be amended from time to time, the Share Right(s) shall expire and

be worthless. The holder of a Share Right or Share Rights shall have no right or interest of any kind in the Company’s trust account

(as defined in the Prospectus).

Upon due presentment for registration

of transfer of the Share Right Certificate at the office or agency of the Share Rights Agent a new Share Right Certificate or Share Right

Certificates of like tenor and evidencing in the aggregate a like number of Share Rights shall be issued to the transferee in exchange

for this Share Right Certificate, without charge except for any applicable tax or other governmental charge.

The Company and the Share Rights

Agent may deem and treat the registered holder as the absolute owner of this Share Right Certificate (notwithstanding any notation of

ownership or other writing hereon made by anyone), for the purpose of any conversion hereof, of any distribution to the registered holder,

and for all other purposes, and neither the Company nor the Share Rights Agent shall be affected by any notice to the contrary.

Holders of a Share Right or Share

Rights are not entitled to any of the rights of a shareholder of the Company.

Dated:

Secretary

[Corporate

Seal]

Chief

Executive Officer

2026

The following abbreviations, when used in the inscription

on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM – as tenants in common UNIF GIFT MIN ACT- Custodian

TEN ENT – as tenants by the entireties (Cust) (Minor)

JT TEN – as joint tenants

with right of survivorship under Uniform Gifts to Minors Act (State)

and not as tenants in common Act

Additional Abbreviations may also be used

though not in the above list.

APERTURE AC

The Company will furnish without

charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional or other special

rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences

and/or rights. This certificate and the rights represented thereby are issued and shall be held subject to all the provisions of the Share

Rights Agreement, and all amendments thereto, to all of which the holder of this certificate by acceptance hereof assents.

For value received,

hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,

INCLUDING ZIP CODE, OF ASSIGNEE)

Rights represented by the within Certificate, and do hereby irrevocably constitute and appoint

Attorney to transfer the said Rights on the books of the within named Company will

full power of substitution in the premises.

Dated

Notice: The signature to this assignment must correspond with the name as written upon the face of the

certificate in every particular, without alteration or enlargement or any change whatever.

Signature(s) Guaranteed:

THE SIGNATURE(S) SHOULD BE GUARANTEED

BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED

SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).

EX-10.1 — INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED MAY 20, 2026, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY

EX-10.1

Filename: ea029197501ex10-1.htm · Sequence: 5

Exhibit 10.1

INVESTMENT MANAGEMENT TRUST

AGREEMENT

This Investment

Management Trust Agreement (this “ Agreement”) is made effective as of May 20, 2026 by and between Aperture

AC, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a

New York corporation (the “Trustee”).

WHEREAS,

the Company’s registration statement on Form S-1 (File No. 333-291583) (the “Registration Statement”)

and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),

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

and one right to receive one-fourth (1/4) of one Ordinary Share upon the consummation of the Company’s initial business combination

(such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of

the date hereof by the U.S. Securities and Exchange Commission;

WHEREAS,

the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with IB Capital, LLC,

as representative (the “Representative”) of the underwriters (the “Underwriters”)

named therein;

WHEREAS,

as described in the Registration Statement, $90,225,000 of the proceeds of the Offering and sale of the Private Placement Units (as defined

in the Underwriting Agreement) (or $103,758,750 if the Underwriters’ over-allotment option is exercised in full) will be delivered

to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust

Account”) for the benefit of the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter

provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”

the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”

and the Public Shareholders will be referred to together as the “Beneficiaries”); and

WHEREAS,

the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall

hold the Property.

NOW THEREFORE, IT IS AGREED:

1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:

(a) Hold

the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee

in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion

or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;

(b) Manage, supervise and administer the Trust

Account subject to the terms and conditions set forth herein;

of written instruction of the Company, (i) invest and reinvest the Property, in either United States government securities within

the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, (or any successor rule) having a maturity of 185

days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7

promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S.

government treasury obligations, (ii) hold the Property as uninvested cash or (iii) hold the Property in an interest or non-interest

bearing demand deposit account at a U.S. chartered commercial bank with consolidated assets of $100 billion or more selected by the

Trustee that is reasonably satisfactory to the Company; it being understood that the Trust Account will earn no interest while

account funds are uninvested awaiting the Company’s instructions hereunder and while invested or uninvested, the Trustee may

earn bank credits or other consideration during such periods;

(d) Collect

and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”

as such term is used herein;

(e) Promptly

notify the Company and the Representative of all communications received by the Trustee with respect to any Property requiring action

by the Company;

(f) Supply

any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s

preparation of the tax returns relating to assets held in the Trust Account or in connection with the preparation of the Company’s

financial statements or completion of the audit of the Company’s financial statements by the Company’s auditors;

(g) Participate

in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the

Company to do so;

(h) Render

to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements

of the Trust Account;

(i) Commence liquidation

of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the

Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit

A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial

Officer, Secretary or Chairperson of the board of directors of the Company (the “Board”) or other director

or authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete

the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held

in the Trust Account (which interest shall be net of taxes payable or owed and, in the case of Exhibit B, less up to $100,000

of interest to pay liquidation and dissolution expenses), only as directed in the Termination Letter and the other documents

referred to therein, or (y) the date which is the later of (1) 12 months after the closing of the Offering; and (2) such later date

as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and

articles of association, as may be amended from time to time (the “Memorandum and Articles”) (such period,

the “Completion Window”), if a Termination Letter has not been received by the Trustee prior to such date, in

which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit

B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall

be net of taxes payable or owed and up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public

Shareholders of record as of such date;

(j) Upon

written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit

C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company

the amount of interest earned on the Property requested by the Company to cover any income tax obligation owed by the Company, which amount

shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward

such payment to the relevant taxing authority, so long as there is no reduction in the aggregate principal amount per share initially

deposited in the Trust Account plus any additional amounts, calculated on a per share basis, required to be deposited for an extension

of the last date to complete a business combination as a condition of any extension of such date approved by the Company’s shareholders;

provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the

Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution

(it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the

Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled

to said funds, and the Trustee shall have no responsibility to look beyond said request;

(k) Upon written request

from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D

(a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company

the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection

with a shareholder vote to approve an amendment to the Memorandum and Articles not for the purposes of approving, or in conjunction

with the consummation of, a Business Combination (as defined below) (A) to modify the substance or timing of the Company’s

obligation to allow redemption in connection with a Business Combination or to redeem one hundred per cent (100%) of the Public

Shares if the Company has not consummated a Business Combination within the Completion Window or (B) with respect to any other

material provisions relating to the rights of holders of Ordinary Shares or pre-initial Business Combination activity. The written

request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds,

and the Trustee shall have no responsibility to look beyond said request; and

(l) Not

make any withdrawals or distributions from the Trust Account other than pursuant to Sections 1(i), 1(j), or 1(k) above.

2. Agreements and Covenants of the Company. The Company hereby agrees and covenants to:

(a) Give

all instructions to the Trustee hereunder in writing, signed by the Company’s Chairperson of the Board, President, Chief Executive

Officer, Chief Financial Officer, Secretary or other director or authorized officer of the Company. In addition, except with respect to

its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying

on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of

the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in

writing;

(b) Subject

to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable

counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection

with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand,

which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned

on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly

after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which

the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter

referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense

against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection

of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior

written consent of the Company, which such consent shall not be unreasonably withheld, conditioned, or delayed; provided, further that

the Company may conduct and manage the defense against any Indemnified Claim if the Trustee does not promptly take reasonable steps to

mount such a defense. The Company may participate in such action with its own counsel;

the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee and transaction

processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property

shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k)

hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the

Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c),

Schedule A and as may be provided in Section 2(b) hereof;

(d) In

connection with any vote of the Company’s shareholders regarding a merger, amalgamation, share exchange, asset acquisition, share

purchase, reorganization or similar business combination involving the Company and one or more businesses or entities (the “Business

Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the general meeting

verifying the vote of such shareholders regarding such Business Combination;

(e) Provide

the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to

any proposed withdrawal from the Trust Account promptly after it issues the same;

(f) Instruct

the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make

any distributions that are not permitted under this Agreement; and

3. Limitations of Liability. The Trustee shall have no responsibility or liability to:

(a) Imply

obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement

and that which is expressly set forth herein;

(b) Take

any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to

any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;

any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind

with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to

do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;

(d) Refund any depreciation in principal of any Property;

(e) Assume

that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise

in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;

(f) The

other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in

good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The

Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel

(including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper

or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability

of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed

or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination

or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed

by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent

thereto;

(g) Verify the accuracy of the information contained in the Registration Statement;

(h) Provide

any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by

the Registration Statement;

(i) File

information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements

to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;

(j) Prepare,

execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating

to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax

obligations, except pursuant to Section 1(j) hereof; or

(k) Verify

calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j)

and1(k) hereof.

4. Trust

Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)

to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it

may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,

under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets

outside the Trust Account and not against the Property or any monies in the Trust Account (or distributed from the Trust Account to the

Beneficiaries).

5. Termination. This Agreement shall terminate as follows:

(a) If

the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts

to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the

Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement,

the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of

copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,

that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from

the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the

United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability

whatsoever;

(b) At

such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of

Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall

terminate except with respect to Section 2(b); or

within ten (10) business days of the date of this Agreement, any funds received by the Trustee from the Company or Sponsor for

purposes of funding the Trust Account shall be promptly returned to the Company or Sponsor, as applicable.

6. Miscellaneous.

(a) The

Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred

from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures

to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained

access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall

rely upon all information supplied to it by the Company, including, account names, account numbers and all other identifying information

relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s

gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error

in the information or transmission of the funds.

(b) This

Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect

to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may

be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute

but one instrument.

Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for

Sections 1(i), 1(j), 1(k), and 1(l) hereof (which sections may not be modified, amended or deleted unless such modification,

amendment or deletion is approved by the affirmative vote of two-thirds of the then outstanding Ordinary Shares and Class B ordinary shares,

par value $0.0001 per share, of the Company, which are represented in person or by proxy and are voted at a general meeting of the Company,

voting together as a single class; provided that no such amendment will affect any Public Shareholder who has properly elected

to redeem his, her or its Ordinary Shares in connection with a shareholder vote to approve an amendment to this Agreement (A) to modify

the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem one

hundred per cent (100%) of the Public Shares if the Company has not consummated a Business Combination within the Completion Window or

(B) with respect to any other material provisions relating to the rights of holders of Ordinary Shares or pre-initial Business Combination

activity) this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error)

by a writing signed by each of the parties hereto.

(d) The

parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York,

for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,

EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.

(e) Any

notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall

be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile

or email transmission:

if to the Trustee, to:

Continental Stock Transfer & Trust Company

1 State

Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

Email: fwolf@continentalstock.com

Email: cgonzalez@continentalstock.com

Telephone: (212) 845-3233; (212) 845-3248

if to the Company, to:

Aperture

835 Wilshire Boulevard, 5th Floor

Los Angeles, CA, 90017

Attn: Calvin Kung, Chief Executive

Officer

in each case, with copies to:

Ellenoff Grossman & Schole LLP

1345 Avenue of

the Americas

New York, NY 10105

(212) 370-1300

Attn: Barry I. Grossman, Esq.

IB Capital, LLC

1200 N Federal Hwy, Suite 215

Boca Raton, FL 33432

Attn: Dan Thayer

Tel: +1 (214) 687-0020

Email: dan.thayer@ibsgroup.net

(f) Each

of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this

Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make

any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account

under any circumstance.

(g) This Agreement is the

joint product of the Trustee and the Company and each provision here of has been subject to the mutual consultation, negotiation

and agreement of such parties and shall not be construed for or against any party hereto.

(h) Each

of the Company and the Trustee hereby acknowledges and agrees that the Representative, on behalf of the Underwriters, is a third-party

beneficiary of this Agreement.

(i) Except

as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity

without the prior written consent of the other.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have duly

executed this Investment Management Trust Agreement as of the date first written above.

By:

/s/

Francis Wolf

Name:

Francis Wolf

Title:

Vice President

Agreed and acknowledged by:

Aperture AC

By:

/s/ Calvin Kung

Name:

Calvin Kung

Title:

Chief Executive Officer

[Signature Page to Investment

Management Trust Agreement]

SCHEDULE A

Fee Item

Time and method of payment

Amount

Initial set-up fee

Initial closing of Offering by wire transfer.

$ 2,000.00

Trustee administration fee

Payable annually. First year fee payable at initial closing of Offering by wire transfer; thereafter, payable by wire transfer or check.

$ 3,500.00

Transaction processing fee for disbursements to Company under Sections 1(i), 1(j) and 1(k)

Billed to Company following disbursement made to Company under Section 1.

$ 150.00

Paying Agent services as required pursuant to Sections 1(i) and 1(k)

Billed to Company upon delivery of service pursuant to Sections 1(i) and 1(k).

Prevailing rates

Schedule A

Exhibit A

[Letterhead

of Company]

[Insert date]

Continental Stock Transfer & Trust Company

State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste

Gonzalez

Re: Trust Account—Termination Letter

Dear Mr. Wolf and Ms. Gonzalez:

Pursuant

to Section 1(i) of the Investment Management Trust Agreement between Aperture AC (the “Company”) and

Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 2026 (the “Trust

Agreement”), this is to advise you that the Company has entered into an agreement with [•] (the “Target

Business”) to consummate a business combination with Target Business (the “Business Combination”)

on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date of the consummation

of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have

the meanings set forth in the Trust Agreement.

In accordance

with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to

transfer the proceeds into the trust operating account in the United States at J.P. Morgan Chase Bank, N.A. to the effect that, on the

Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that

the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating

account at J.P. Morgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends.

On the

Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,

or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”),

(ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer or Chief Financial Officer of the Company, which

verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b) a joint

written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account,

including payment of amounts owed to Public Shareholders who have properly exercised their redemption rights (the “Instruction

Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt

of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits

held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the

same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation

Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related

to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.

In the

event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified

you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from

the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the

business day immediately following the Consummation Date as set forth in such written instructions as soon thereafter as possible.

Very truly yours,

Aperture AC

By:

Name:

Title:

Agreed and acknowledged by:

IB Capital, LLC

By:

Name:

Title:

Exhibit B

[Letterhead of

Company]

[Insert date]

Continental Stock Transfer & Trust Company

State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste

Gonzalez

Re: Trust Account—Termination Letter

Dear Mr. Wolf and Ms. Gonzalez:

Pursuant

to Section 1(i) of the Investment Management Trust Agreement between Aperture AC (the “Company”) and

Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 2026 (the “Trust

Agreement”), this is to advise you that [the Company has been unable to effect a business combination with a Target Business

within the time frame specified in the Company’s amended and restated memorandum and articles of association, as may be amended

from time to time (the “Memorandum and Articles”)] OR [the Company’s board of directors has determined

to terminate the period in which the Company must consummate a Business Combination on [ ], 2026 pursuant to the Company’s amended

and restated memorandum and articles of association, as may be amended from time to time (the “Memorandum and Articles”)]

as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the

meanings set forth in the Trust Agreement.

In accordance

with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the

total proceeds into the trust operating account in the United States at J.P. Morgan Chase Bank, N.A. to await distribution to the Public

Shareholders, less taxes payable and up to $100,000 to cover dissolution expenses of the Company. In accordance with the terms of the

Trust Agreement, you are hereby, directed and authorized to transfer (via wire transfer) such amount for dissolution expenses of $ promptly

upon your receipt of this letter to the Company’s operating account at:

[WIRE INSTRUCTIONS INFORMATION]

The Company has selected

[●], 20[ ]1 as the effective date for the purpose of determining when the Public Shareholders will be entitled to

receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying

Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust

Agreement and the Amended and Restated Memorandum and Articles of Association. Upon the distribution of all the funds, net of any

payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust

Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.

Very truly yours,

Aperture AC

By:

Name:

Title:

cc: IB Capital, LLC.

1 12 months after the closing of the Offering, or such later date

as the Company’s shareholders may approve.

Exhibit C

[Letterhead

of Company]

[Insert date]

Continental Stock Transfer & Trust Company

State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

Re: Trust Account—Tax

Payment Withdrawal Instruction

Dear Mr. Wolf and Ms. Gonzalez:

Pursuant

to Section 1(j) of the Investment Management Trust Agreement between Aperture AC (the “Company”) and

Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 2026 (the “Trust

Agreement”), the Company hereby requests that you deliver to the Company $[•] of the interest income earned on the

Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

The Company

needs such funds to pay for the income tax obligations as set forth on the attached income tax return or tax statement. In accordance

with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon

your receipt of this letter to the Company’s operating account at:

[WIRE INSTRUCTION INFORMATION]

Very truly yours,

Aperture AC

By:

Name:

Title:

cc: IB Capital, LLC.

Exhibit D

[Letterhead

of Company]

[Insert date]

Continental Stock Transfer & Trust Company

State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

Re: Trust Account—Shareholder

Redemption Withdrawal Instruction

Dear Mr. Wolf and Ms. Gonzalez:

Pursuant to Section

1(k) of the Investment Management Trust Agreement between Aperture AC (the “Company”) and Continental

Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 2026 (the “Trust

Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company

$[●] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on

behalf of the Beneficiaries for distribution to the Public Shareholders who have requested redemption of their Ordinary Shares.

Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

The Company

needs such funds to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection

with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association, as

may be amended from time to time (the “Memorandum and Articles”) not for the purposes of approving, or in conjunction

with the consummation of, a Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption

in connection with a Business Combination or to redeem one hundred per cent (100%) of the Public Shares if the Company has not consummated

a Business Combination within the Completion Window or (B) with respect to any other material provisions relating to the rights of holders

of Ordinary Shares or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire

transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary

procedures.

Very truly yours,

Aperture AC

By:

Name:

Title:

cc: IB Capital, LLC.

EX-10.2

Filename: ea029197501ex10-2.htm · Sequence: 6

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION

RIGHTS AGREEMENT (this “Agreement”), dated as of May 20, 2026 is made and entered into by and among Aperture

AC., a Cayman Islands exempted company (the “Company”), Aperture Sponsor LLC, a Delaware limited liability company

(the “Sponsor”), and IB Capital, LLC, as the representative of the underwriters (the “Representative”),

and the undersigned parties listed under Holder on the signature pages hereto (each such party, and any person or entity who hereafter

becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively

the “Holders”).

RECITALS

WHEREAS,

the Company intends to consummate an initial public offering of the Company’s units (the “IPO”), each

unit consisting of one Class A Ordinary Share, par value $0.0001 per share (the “Ordinary Shares”), of the Company,

and one right to receive one-fourth (1/4) of one Ordinary Share upon the consummation of the Company’s initial business combination

(a “Public Share Right”);

WHEREAS, the Sponsor owns an aggregate of 3,828,082 of the

Company’s Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”) up to 499,315

of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the IPO

exercise their over-allotment option;

WHEREAS,

the Founder Shares are convertible into Ordinary Shares, on the terms and conditions provided in the Company’s amended and restated

memorandum and articles of association, as may be further amended from time to time;

WHEREAS,

on the date hereof, the Company and the Sponsor have entered into certain Sponsor Private Placement Units Purchase Agreement with the

Company (the “Sponsor Private Placement Units Purchase Agreement”), pursuant to which the Sponsor agreed to

purchase an aggregate of 210,000 units (the “Sponsor Private Placement Units”), each Private Placement Unit

consisting of one Ordinary Share (the “Sponsor Private Placement Shares”) and one right (a “Private

Share Right”) to receive one-fourth (1/4) of one Ordinary Share upon the consummation of the Company’s initial business

combination (223,500 units if the over-allotment option in connection with the IPO is exercised in full) in a private placement transaction

occurring simultaneously with the closing of the IPO;

WHEREAS,

on the date hereof, the Company and IB Capital, LLC, I-Bankers Securities, Inc. and EarlyBirdCapital, Inc., (the “Underwriters”)

have entered into that certain Underwriters’ Private Placement Units Purchase Agreement with the Company (the “Underwriters’

Private Placement Units Purchase Agreement” and together with the Sponsor Private Placement Units Purchase Agreement, the

“Private Placement Units Purchase Agreement”), pursuant to which the Underwriters or their respective designees

agreed to purchase an aggregate of 80,000 units (the “Underwriters’ Private Placement Units” and together

with the Sponsor Private Placement Units, “the Private Placement Units”), each Underwriters’ Private Placement

Unit consisting of one Ordinary Share (the “Underwriters’ Private Placement Shares” and together with

the Sponsor Private Placement Shares, the “Private Placement Shares”) and one Private Share Right to receive

one-fourth (1/4) of one Ordinary Share upon the consummation of the Company’s initial business combination (or up to 90,125 units

if the over-allotment option in connection with the IPO is exercised) in a private placement transaction occurring simultaneously with

the closing of the IPO;

WHEREAS, in order

to finance the Company’s transaction costs in connection with its search for and consummation of an initial Business

Combination (as defined below), the Sponsor, its affiliates or any of the Company’s officers and directors may loan to the

Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into additional units (the

“Working Capital Units”) at a price of $10.00 per Working Capital Unit at the option of the lender. Each

Working Capital Unit consists of one Ordinary Share (the “Working Capital Shares”) and one Private Share

Right to receive one-fourth (1/4) of one Ordinary Share upon the consummation of the Company’s initial business combination;

and

WHEREAS, the Company has

agreed to issue 450,000 of its ordinary shares to IB Capital, LLC, and/or its designees (the “Representative Shares”);

and

WHEREAS,

the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration

rights with respect to certain securities of the Company, as set forth in this Agreement.

NOW,

THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby

agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions. The

terms defined in this Article 1 shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Agreement” shall have the meaning

given in the Preamble.

“Block Trade” shall have the meaning

given to it in subsection 2.3.1 of this Agreement.

“Board” shall mean the board of

directors of the Company.

“Business

Combination” shall mean any merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other

similar business combination with one or more businesses or entities, involving the Company.

“Commission” shall mean the U.S.

Securities and Exchange Commission.

“Company” shall have the meaning

given in the Preamble.

“Demanding

Holder” shall mean any Holder or group of Holders, that together elects to dispose of Registrable Securities having an aggregate

value of at least $25 million, at the time of the Underwritten Demand, under a Registration Statement pursuant to an Underwritten Offering.

“Effectiveness Period” shall

have the meaning given in subsection 3.1.1 of this Agreement.

“Exchange Act” shall mean the Securities

Exchange Act of 1934, as it may be amended from time to time.

“Financial Counterparty” shall

have the meaning given in subsection 2.3.1 of this Agreement.

“Founder Shares”

shall have the meaning given in the Recitals hereto and shall be deemed to include the Ordinary Shares issuable upon conversion thereof.

“Holder Indemnified Persons”

shall have the meaning given in subsection 4.1.1 of this Agreement.

“Founder

Shares Lock-up Period” shall mean the earlier of (i) six months following the consummation of the Company’s initial

Business Combination, subject to certain customary early release exception set forth in the Insider Letter; or (ii) subsequent to the

consummation of the Company’s initial Business Combination, the date on which the Company consummates a transaction which results

in all of its shareholders having the right to exchange their shares for cash, securities, or other property.

“Holders” shall have the meaning

given in the Preamble.

“Insider Letter”

shall mean that certain letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and each of the Company’s

officers and directors.

“IPO” shall have the meaning given

in the Recitals hereto.

“Maximum Number of Securities”

shall have the meaning given in subsection 2.1.4 of this Agreement.

“Misstatement”

shall mean, in the case of a Registration Statement, an untrue statement of a material fact or an omission to state a material fact required

to be stated therein, or necessary to make the statements therein not misleading, and in the case of a Prospectus, an untrue statement

of a material fact or an omission 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.

“Ordinary Shares” shall have

the meaning given in the Recitals hereto.

“Other Coordinated Offering” shall

have the meaning given to it in subsection 2.3.1 of this Agreement.

“Piggyback Registration” shall

have the meaning given in subsection 2.2.1 of this Agreement.

“Permitted

Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable

Securities prior to the expiration of the Founder Shares Lock-up Period, Private Placement Lock-up Period or any other lock-up period,

as the case may be, under the Insider Letter, the Private Placement Units Purchase Agreement, this Agreement and any other applicable

agreement between such Holder and the Company, and to any transferee thereafter.

“Private

Placement Lock-up Period” shall mean, with respect to Private Placement Units (and the underlying securities), that are

held by the initial purchasers of such Private Placement Units or their Permitted Transferees, the period ending 30 days after the completion

of the Company’s initial Business Combination.

“Private Placement Shares” shall

have the meaning given in the Recitals hereto.

“Private Placement Units” shall

have the meaning given in the Recitals hereto.

“Private Placement Units Purchase Agreement”

shall have the meaning given in the Recitals hereto.

“Pro Rata” shall have the meaning

given in subsection 2.1.4 of this Agreement.

“Prospectus”

shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended

by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable

Security” shall mean (a) the Founder Shares and the Ordinary Shares issued or issuable upon the conversion of any

Founder Shares, (b) the Private Placement Units (including any Ordinary Shares underlying the Private Placement Units and any

Ordinary Shares issued or issuable upon the conversion of the Private Share Rights), (c) the Representative Shares, (d) any

outstanding Ordinary Shares or any other equity security (including the Ordinary Shares issued or issuable upon the exercise of any

other equity security) of the Company held by a Holder as of the date of this Agreement or acquired prior to or in connection with

the Business Combination, which, for the avoidance of doubt, shall include any Ordinary Shares received by a Holder on or after the

date hereof as a distribution from the Sponsor in connection with its liquidation and dissolution, (e) any Working Capital Units

(including any Ordinary Shares underlying the Working Capital Units and any Ordinary Shares issued or issuable upon the conversion

of the underlying Private Share Rights included in the Working Capital Units), and (f) any other equity security of the Company

issued or issuable with respect to any such Ordinary Share by way of a share capitalization or share split or in connection with a

combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any

particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with

respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been

sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been

otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been

delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities

Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule

144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or

other restrictions or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a

public distribution or other public securities transaction.

“Registration”

shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements

of the Securities Act, and the applicable rules and regulations promulgated thereunder, and any such registration statement having become

effective by the Commission.

“Registration

Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

(a) all

registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority)

and any securities exchange on which the Ordinary Shares are then listed;

(b) fees

and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters

in connection with blue sky qualifications of Registrable Securities);

(d) reasonable fees and disbursements of counsel for the Company;

(e) reasonable

fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration

or Underwritten Offering;

(f) the

fees and expenses incurred in connection with the listing of any Registrable Securities on each securities exchange or automated quotation

system on which similar securities issued by the Company are then listed;

(g) the

fees and expenses incurred by the Company in connection with any road show for any Underwritten Offerings; and

(h) reasonable

fees and expenses of one (1) legal counsel selected jointly by the Demanding Holders initiating an Underwritten Demand, the Requesting

Holders participating in an Underwritten Offering and the Holders participating in a Piggyback Registration, as applicable.

“Registration

Statement” shall mean any registration statement under the Securities Act that covers the Registrable Securities pursuant

to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective

amendments) and supplements to such registration statement and all exhibits to and all material incorporated by reference in such registration

statement.

“Representative” shall have the

meaning given in the Preamble.

“Representative Shares” shall have

the meaning given in the Preamble.

“Requesting Holder” shall have

the meaning given in subsection 2.1.3 of this Agreement.

“Securities Act” shall mean the

Securities Act of 1933, as amended from time to time.

“Shelf Registration” shall have

the meaning given in subsection 2.1.1 of this Agreement.

“Sponsor” shall have the meaning

given in the Preamble.

“Sponsor Private Placement Units”

shall have the meaning given in the Recitals hereto.

“Suspension Event” shall have the

meaning given in Section 3.4 of this Agreement.

“Underwriter”

shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such

dealer’s market-making activities.

“Underwritten Demand” shall have

the meaning given in subsection 2.1.3 of this Agreement.

“Underwritten Offering”

shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution

to the public.

“Working Capital Units” shall

have the meaning given in the Recitals hereto.

ARTICLE

REGISTRATIONS

2.1 Registration.

2.1.1 Shelf

Registration. The Company agrees that, within fifteen (15) business days after the consummation of the Business Combination, the Company

will use commercially reasonable efforts to file with the Commission (at the Company’s sole cost and expense) a Registration Statement

registering the resale or other disposition of the Registrable Securities (a “Shelf Registration”).

2.1.2 Effective

Registration. The Company shall use commercially reasonable efforts to cause such Registration Statement to become effective by the

Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Subject to the limitations contained

in this Agreement, the Company shall effect any Shelf Registration on such appropriate registration form of the Commission (a) as shall

be selected by the Company and (b) as shall permit the resale or other disposition of the Registrable Securities by the Holders. If at

any time a Registration Statement filed with the Commission pursuant to Section 2.1.1 is effective and a Holder provides written

notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration

Statement, the Company will use commercially reasonable efforts to amend or supplement such Registration Statement as may be necessary

in order to enable such offering to take place in accordance with the terms of this Agreement.

2.1.3 Underwritten Offering. Subject to

the provisions of subsection 2.1.4 and Sections 2.4 and 3.4 hereof, any Demanding Holder may make a written

demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section

2.1.1 (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s

receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter requests to

include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to such Underwritten

Demand (each such Holder that requests to include all or a portion of such Holder’s Registrable Securities in such

Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days

(one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from

the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s)

shall be entitled to have their Registrable Securities included in such Underwritten Offering pursuant to such Underwritten Demand.

All such Holders proposing to distribute their Registrable Securities through such Underwritten Offering under this subsection

2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten

Offering by the Demanding Holders initiating such Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated

to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated

to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an

Underwritten Offering.

2.1.4 Reduction of

Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Offering pursuant to an Underwritten

Demand, in good faith, advises the Company, the Demanding Holders, the Requesting Holders and other persons or entities holding

Ordinary Shares or other equity securities of the Company that the Company is obligated to include pursuant to separate written

contractual arrangements with such persons or entities (if any) in writing that the dollar amount or number of Registrable

Securities or other equity securities of the Company requested to be included in such Underwritten Offering exceeds the maximum

dollar amount or maximum number of equity securities of the Company that can be sold in the Underwritten Offering without adversely

affecting the proposed offering price, the timing, the distribution method or the probability of success of such offering (such

maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of

Securities”), then the Company shall include in such Underwritten Offering, as follows: (a) first, the Registrable

Securities of the Demanding Holders (pro rata based on the respective number of Registrable Securities that each Demanding Holder

has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Demanding

Holders have requested be included in such Underwritten Offering (such proportion is referred to herein as “Pro

Rata”)) that can be sold without exceeding the Maximum Number of Securities; (b) second, to the extent that the

Maximum Number of Securities has not been reached under the foregoing clause (a), the Registrable Securities of the

Requesting Holders, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (c) third, to the extent that

the Maximum Number of Securities has not been reached under the foregoing clauses (a) and (b), Ordinary Shares or

other equity securities of the Company that the Company desires to sell and that can be sold without exceeding the Maximum Number of

Securities; and (d) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses

(a), (b) and (c), Ordinary Shares or other equity securities of the Company held by other persons or entities that

the Company is obligated to include pursuant to separate written contractual arrangements with such persons or entities and that can

be sold without exceeding the Maximum Number of Securities.

2.2 Piggyback Registration.

2.2.1 Piggyback

Rights. Subject to the provisions of subsection 2.2.2 and Sections 2.4 and 3.4 hereof, if, at any time on

or after the date the Company consummates a Business Combination, the Company proposes to consummate an Underwritten Offering for

its own account or for the account of shareholders of the Company, then the Company shall give written notice of such proposed

action to all of the Holders as soon as practicable, which notice shall (a) describe the amount and type of securities to be

included, the intended method(s) of distribution and the name of the proposed managing Underwriter or Underwriters, if any, and (b)

offer to all of the Holders the opportunity to include of such number of Registrable Securities as such Holders may request in

writing within two (2) days (unless such offering is an overnight or bought Underwritten Offering, then one (1) day), in each case

after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in

good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best

efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities

requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and

conditions as any similar securities of the Company included in such Piggyback Registration and to permit the resale or other

disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders

proposing to include Registrable Securities in an Underwritten Offering under this subsection 2.2.1 shall enter into an

underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

2.2.2 Reduction

of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration,

in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that

the dollar amount or number of shares or equity securities of the Company that the Company desires to sell, taken together with (a) the

shares or equity securities of the Company, if any, as to which the Underwritten Offering has been demanded pursuant to separate written

contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (b) the Registrable Securities

as to which a Piggyback Registration has been requested pursuant to this Section 2.2 and (c) the shares or equity securities of

the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to separate written contractual piggyback

registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:

(i) If the Underwritten

Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering (A) first, the

Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the

Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the

foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection

2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the

Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares or other

equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written

contractual piggyback registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum

Number of Securities; or

(ii) If

the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company

shall include in any such Underwritten Offering (A) first, Ordinary Shares or other equity securities of the Company, if any, of such

requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second,

to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities

of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the

Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing

clauses (A) and (B), Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can

be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not

been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares or other equity securities of the Company

for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements

with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

2.2.3 Piggyback

Registration Withdrawal. Any Holder shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever

upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such

Piggyback Registration prior to the commencement of the Underwritten Offering. Notwithstanding anything to the contrary in this Agreement,

the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal

under this subsection 2.2.3.

2.2.4 Unlimited

Piggyback Registration Rights. For purposes of clarity, any Registration or Underwritten Offering effected pursuant to this Section

2.2 shall not be counted as an Underwritten Offering pursuant to an Underwritten Demand effected under Section 2.1 hereof.

2.3 Block Trades Other Coordinated Offerings.

2.3.1 Notwithstanding

any other provision of this Article 2, but subject to Sections 2.4 and 3.4, at any time and from time to time when

an effective Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered

offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”)

or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent

or principal, (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected

to exceed, in the aggregate, $25 million, then if such Demanding Holder requires any assistance from the Company pursuant to this Section

2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days

prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade

or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage

in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters

or brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request

in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade

or Other Coordinated Offering.

2.3.2 Prior

to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or

Other Coordinated Offering, a majority-in interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering

shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification

to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty (if any) of their intention to withdraw from such

Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible

for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this

subsection 2.3.2.

2.3.3 Notwithstanding

anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated

by a Demanding Holder pursuant to Section 2.3 of this Agreement.

2.3.4 The

Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty

(if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized

investment banks).

2.3.5 A

Demanding Holder in the aggregate may demand no more than four (4) Block Trades or Other Coordinated Offerings pursuant to this Section

2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to

this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereof.

2.4 Restrictions

on Registration Rights. If (a) the Holders have requested an Underwritten Offering pursuant to an Underwritten Demand and the

Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (b) the Holders have requested

an Underwritten Offering pursuant to an Underwritten Demand and in the good faith judgment of the Board such Underwritten Offering would

be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the undertaking of such Underwritten

Offering at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating

that in the good faith judgment of the Board it would be seriously detrimental to the Company to undertake such Underwritten Offering

in the near future and that it is therefore essential to defer the undertaking of such Underwritten Offering. In such event, the Company

shall have the right to defer such offering for a period of not more than thirty (30) days; provided, however, that the Company shall

not defer its obligation in this manner more than once in any twelve (12)-month period.

ARTICLE

COMPANY PROCEDURES

3.1 General

Procedures. The Company shall use its reasonable best efforts to effect such Registration or Underwritten Offering to permit the

resale or other disposition of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant

thereto the Company shall, as expeditiously as possible and to the extent applicable:

3.1.1 prepare

and file with the Commission after the consummation of the Business Combination a Registration Statement with respect to such Registrable

Securities and use commercially reasonable efforts to cause such Registration Statement to become effective in accordance with Section

2.1 hereof and remain effective, including filing a replacement Registration Statement, if necessary, until all Registrable Securities

covered by such Registration Statement have been sold or are no longer outstanding (such period, the “Effectiveness Period”);

3.1.2 prepare

and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the

Prospectus, as may be reasonably requested by the Holders or any Underwriter or as may be required by the rules, regulations or instructions

applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration

Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan

of distribution set forth in such Registration Statement or supplement to the Prospectus or are no longer outstanding;

3.1.3 prior to filing a

Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters or

Financial Counterparty, if any, and the Holders of Registrable Securities included in such Registration or Underwritten Offering or

Block Trade, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment

and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference

therein), the Prospectus (including each preliminary Prospectus) and such other documents as the Underwriters and the Holders of

Registrable Securities included in such Registration or Underwritten Offering or the legal counsel for any such Holders may

reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holders; provided, that the

Company will not have any obligation to provide any document pursuant to this clause that is available on the Commission’s

EDGAR system;

3.1.4 prior to any Underwritten Offering of

Registrable Securities, use commercially reasonable efforts to (a) register or qualify the Registrable Securities covered by the

Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States

as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)

may request and (b) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be

registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of

the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable

Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such

jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction

where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or

taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5 cause

all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued

by the Company are then listed;

3.1.6 provide

a transfer agent or rights agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of

such Registration Statement or Underwritten Offering;

3.1.7 advise

each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any

stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding

for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if

such stop order should be issued;

3.1.8 during

the Effectiveness Period, furnish a conformed copy of each filing of any Registration Statement or Prospectus or any amendment or supplement

to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement

or Prospectus, promptly after such filing of such documents with the Commission to each seller of such Registrable Securities or its counsel;

provided, that the Company will not have any obligation to provide any document pursuant to this clause that is available on the Commission’s

EDGAR system;

3.1.9 notify

the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act;

3.1.10 subject

to the provisions of this Agreement, notify the Holders of the happening of any event as a result of which a Misstatement exists, and

then to correct such Misstatement as set forth in Section 3.4 hereof;

3.1.11 in

the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a Financial Counterparty pursuant to such

Registration, permit a representative of the Holders, the Underwriters or other Financial Counterparty facilitating such Underwritten

Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney or accountant

retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration

Statement or the Prospectus, and cause the Company’s officers, directors and employees to supply all information reasonably requested

by any such representative, Underwriter, Financial Counterparty, attorney or accountant in connection with the Registration; provided,

however, that such representatives or Underwriters or Financial Counterparty enter into confidentiality agreements, in form and substance

reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

3.1.12 obtain a comfort

letter from the Company’s independent registered public accountants in the event of an Underwritten Offering, a Block Trade,

an Other Coordinated Offering, or sale by a Financial Counterparty pursuant to such Registration (subject to such Financial

Counterparty providing such certification or representation reasonably requested by the Company’s independent registered

public accountants and the Company’s counsel), in customary form and covering such matters of the type customarily covered by

comfort letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the

participating Holders;

3.1.13 in

the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a Financial Counterparty pursuant to such

Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such

date, of counsel representing the Company for the purposes of such Registration, addressed to the participating Holders or the Financial

Counterparty, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such

opinion is being given as the participating Holders, Financial Counterparty or Underwriter may reasonably request and as are customarily

included in such opinions and negative assurance letters, and reasonably satisfactory to such participating Holders, Financial Counterparty

or Underwriter;

3.1.14 in

the event of an Underwritten Offering or a Block Trade, or an Other Coordinated Offering or sale by a Financial Counterparty pursuant

to such Registration to which the Company has consented, to the extent reasonably requested by such Financial Counterparty in order to

engage in such offering, allow the Underwriters or Financial Counterparty to conduct customary “underwriter’s due diligence”

with respect to the Company;

3.1.15 in

the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a Financial Counterparty pursuant to such

Registration, enter into and perform its obligations under an underwriting agreement or other purchase or sales agreement, in usual and

customary form, with the managing Underwriter or the Financial Counterparty of such offering or sale;

3.1.16 make

available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12)

months beginning with the first (1st) day of the Company’s first full calendar quarter after the effective date of the Registration

Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated

thereafter by the Commission);

3.1.17 use

its reasonable efforts to make available senior executives of the Company to participate in customary “road show”

presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and

3.1.18 otherwise,

in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection

with such Registration.

Notwithstanding the foregoing,

the Company shall not be required to provide any documents or information to an Underwriter or Financial Counterparty if such Underwriter

of Financial Counterparty has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration

as an Underwriter or Financial Counterparty, as applicable.

3.2 Registration

Expenses. The Registration Expenses in respect of all Registrations shall be borne by the Company. It is acknowledged by the Holders

that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’

commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration

Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

3.3 Requirements

for Participation in Underwritten Offerings. No person or entity may participate in any Underwritten Offering for equity securities

of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (a) agrees to sell such person’s

or entity’s securities on the basis provided in any underwriting arrangements approved by the Company and (b) completes and executes

all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents

as may be reasonably required under the terms of such underwriting arrangements.

3.4 Suspension of

Sales. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay or postpone

the (i) initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or

requested pursuant to this Agreement, and (B) from time to time to require the Holders not to sell under any Registration Statement

or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its

subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the

advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus

of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which

in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of

legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each

such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a

Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive

calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month period. Upon receipt of any

written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective

or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers

and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives

copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant

misstatements or omissions 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 (ii) it will maintain the confidentiality of information included in

such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the

Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering

Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply

(A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory,

self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to

copies stored electronically on archival servers as a result of automatic data back-up.

3.5 Reporting

Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company

under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period)

all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. The Company

further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to

time to enable such Holder to resell or otherwise dispose of Registrable Securities held by such Holder without registration under the

Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule

promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver

to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

3.6 Limitation

on Registration Rights. Notwithstanding anything herein to the contrary, (i) the Representative may not exercise its rights under

Sections 2.1 and 2.2 hereunder after five (5) and seven (7) years, respectively, from the effective date of the Company’s registration

statement on Form S-1, and (ii) the Representative may not exercise its rights under Section 2.1 more than one time.

ARTICLE

INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 The

Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors, employees,

advisors, agents, representatives, members and each person who controls such Holder (within the meaning of the Securities Act) (collectively,

the “Holder Indemnified Persons”) against all losses, claims, damages, liabilities and expenses (including reasonable

attorneys’ fees and inclusive of all reasonable attorneys’ fees arising out of the enforcement of each such persons’

rights under this Section 4.1) resulting from any Misstatement, except insofar as the same are caused by or contained or included

in any information furnished in writing to the Company by or on behalf of such Holder Indemnified Person specifically for use therein.

4.1.2 In connection with

any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in

writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration

Statement or Prospectus and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its officers,

directors, employees, advisors, agents, representatives and each person who controls the Company (within the meaning of the

Securities Act) against any losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and

inclusive of all reasonable attorneys’ fees arising out of the enforcement of each such persons’ rights under this Section

4.1) resulting from any Misstatement, but only to the extent that the same are made in reliance on and in conformity with

information relating to the Holder so furnished in writing to the Company by or on behalf of such Holder specifically for use

therein. In no event shall the liability of any selling Holder hereunder be greater in amount than the net proceeds received by such

Holder from the sale of Registrable Securities pursuant to such Registration Statement giving rise to such indemnification

obligation.

4.1.3 Any

person entitled to indemnification herein shall (a) give prompt written notice to the indemnifying party of any claim with respect to

which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification

hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (b) 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 or there

may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying

party, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party.

If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party

without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not

to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified

by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest

may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall,

without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled

in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement)

or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party

of a release from all liability in respect to such claim or litigation.

4.1.4 The

indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on

behalf of the indemnified party or any officer, director, employee, advisor, agent, representative, member or controlling person of such

indemnified party and shall survive the transfer of securities.

4.1.5 If

the indemnification provided under this Section 4.1 is held by a court of competent jurisdiction to be unavailable to an indemnified

party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of

indemnifying the indemnified party, shall to the extent permitted by law contribute to the amount paid or payable by the indemnified party

as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault

of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the

indemnifying party and indemnified party shall be determined by a court of law by reference to, among other things, whether the Misstatement

relates to information supplied by such indemnifying party or such indemnified party and the indemnifying party’s and indemnified

party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however,

that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such

Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities

referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3

above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined

by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in

this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities

Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent

misrepresentation.

ARTICLE 5

MISCELLANEOUS

5.1 Notices.

Any notice or communication under this Agreement must be in writing and given by (a) deposit in the United States mail, addressed to the

party to be notified, postage prepaid and registered or certified with return receipt requested, (b) delivery in person or by courier

service or sent by overnight mail via a reputable overnight carrier, in each case providing evidence of delivery or (c) transmission by

facsimile or email. Each notice or communication that is mailed, delivered or transmitted in the manner described above shall be deemed

sufficiently given, served, sent, and received, in the case of mailed notices, on the third (3rd) business day following the date on which

it is mailed, in the case of notices delivered by courier service, hand delivery or overnight mail, at such time as it is delivered to

the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation,

and in the case of notices delivered by facsimile or email, at such time as it is successfully transmitted to the addressee. Any notice

or communication under this Agreement must be addressed, if to the Company, to: 835 Wilshire Blvd, 5th Floor, Los Angeles,

CA 90017, and, if to any other Holder, to the address of such Holder as it appears in the applicable register for the Registrable Securities

or such other address as may be designated in writing by such Holder (including on the signature pages hereto). Any party may change its

address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become

effective thirty (30) days after delivery of such notice as provided in this Section 5.1.

5.2 Assignment; No Third Party Beneficiaries.

5.2.1 This

Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or

in part.

5.2.2. Prior

to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may assign

or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer

of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the

transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period or the Private Placement

Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement,

in whole or in part, to any transferee.

5.2.3 This

Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and

the permitted assigns of the Holders, which shall include Permitted Transferees.

5.2.4 This

Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this

Agreement and this Section 5.2.

5.2.5 No

assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company

unless and until the Company shall have received (a) written notice of such assignment as provided in Section 5.1 hereof and (b)

the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this

Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other

than as provided in this Section 5.2 shall be null and void.

5.3 Counterparts.

This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,

and all of which together shall constitute the same instrument, but only one of which need be produced.

5.4 Governing

Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY

AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW

YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.

5.5 Amendments

and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable

Securities at the time in question (which majority must include the Representative if such amendment or modification is material and adverse

to the Representative), compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or

any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any

amendment hereto or waiver hereof that adversely affects any Holder, solely in his, her or its capacity as a holder of the shares of the

Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of each such Holder

so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of

a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies

of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as

a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.6 Other

Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any

right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration

filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents

and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and

in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

5.7 Term.

This Agreement shall terminate upon the earlier of (a) the tenth (10th) anniversary of the date of this Agreement and (b) the date as

of which the Holders cease to hold any Registrable Securities. The provisions of Article 4 shall survive any termination.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned

have caused this Agreement to be executed as of the date first written above.

COMPANY:

APERTURE AC,

a Cayman Islands exempted company

By:

/s/ Calvin Kung

Name:

Calvin Kung

Title:

Chief Executive Officer

HOLDERS:

APERTURE SPONSOR LLC,

a Delaware limited liability company

By:

/s/ Calvin Kung

Name:

Calvin Kung

Title:

Managing Member

IB CAPITAL, LLC

By:

/s/ Dan Thayer

Name:

Dan Thayer

Title:

Principal

EARLYBIRDCAPITAL, INC.

By:

/s/ Steve Levine

Name:

Steve Levine

Title:

Chief Executive Officer and Head of Investment Banking

I-BANKERS, SECURITIES, INC.

By:

/s/ Matthew J. McCloskey

Name:

Matthew J. McCloskey

Title:

Managing Director

[Signature Page to Registration

Rights Agreement]

EX-10.3 — PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, DATED MAY 20, 2026, BETWEEN THE COMPANY AND THE SPONSOR

EX-10.3

Filename: ea029197501ex10-3.htm · Sequence: 7

Exhibit 10.3

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of May

20, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Aperture AC,

a Cayman Islands exempted company (the “Company”), and Aperture Sponsor LLC, a Delaware limited liability company

(the “Purchaser”).

WHEREAS, the Company intends

to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting

of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one right to

receive one-fourth (1/4) of one Ordinary Share upon the consummation of the Company’s initial business combination. The Purchaser

has agreed to purchase an aggregate of 210,000 private placement units (or up to 223,500 private placement units if the over-allotment

option in connection with the Public Offering is exercised in full) (the “Private Placement Units”), each Private Placement

Unit comprised of one Ordinary Share (the “Private Placement Shares”) and one right (the “Private Share Right”)

to receive one-fourth (1/4) of one Ordinary Share upon the consummation of an initial business combination.

NOW THEREFORE, in consideration

of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

AGREEMENT

Section 1. Authorization, Purchase and Sale; Terms of the Private

Placement Units.

A. Authorization

of the Private Placement Units. The Company has duly authorized the issuance and sale of the Private Placement Units to the Purchaser.

B. Purchase

and Sale of the Private Placement Units. Upon the terms and subject to the conditions of this Agreement, on the date of the consummation

of Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Closing

Date”), Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Purchaser 210,000

Private Placement Units (or up to 223,500 Private Placement Units if the underwriters’ over-allotment option is exercised in full)

at a price per unit of $10.00 for an aggregate purchase price of $2,100,000 (or $2,235,000 if the underwriters’ over-allotment option

is exercised in full) (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to

the Company at least one business day prior to the Effective Date in accordance with the Company’s wiring instructions. On the Initial

Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company shall, at its option, deliver to the Purchaser the

certificates representing the Private Placement Units purchased or effect such delivery in book-entry form.

C. Terms of the Private Placement Units.

(i) Each

Private Placement Unit shall have the terms set forth herein. Each Private Share Right shall have the terms set forth in a Share Rights

Agreement dated the date hereof (the “Share Rights Agreement”) by and between the Company and Continental Stock Transfer

& Trust Company (the “Share Rights Agent”).

(ii) At

the time of the closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration

Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private

Placement Units (and the underlying securities contained therein).

Section 2. Representations

and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement

Units, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive the Closing Date)

that:

A. Incorporation

and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of

the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected

to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite

corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Share Rights Agreement.

B. Authorization; No Breach.

(i) The

execution, delivery and performance of this Agreement and the Private Placement Units have been duly authorized by the Company as of the

Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject

to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting

creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance

with, and payment pursuant to, the terms of this Agreement, the Private Placement Units, and the Private Placement Shares and the Private

Share Rights comprising such units, will constitute valid and binding obligations of the Company, enforceable in accordance with their

terms as of the Closing Date.

(ii) The

execution and delivery by the Company of this Agreement, the issuance and sale of the Private Placement Units and underlying securities,

and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing

Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in

the creation of any lien, security interest, charge or encumbrance upon the Company’s equity or assets under, (d) result in a violation

of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any

court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles of Association of

the Company in effect on the date hereof or as may be amended at or prior to completion of the contemplated Public Offering, or any material

law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is

subject, except for any filings required after the date hereof under federal or state securities laws.

C. Title

to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Share Rights Agreement and the Amended

and Restated Memorandum and Articles of Association of the Company, as the case may be, the Private Placement Units and underlying securities

will be duly and validly issued, fully paid and non-assessable. On the date of issuance of the Private Placement Units, the Private Placement

Shares and the Private Share Rights shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to,

the terms hereof, and upon registration in the books maintained by or on behalf of the Company for the registration and transfer of the

Private Placement Units or the Company’s register of members (in the case of the Ordinary Shares issuable upon conversion of the

Private Share Rights), the Purchaser will have or receive good title to the Private Placement Units and underlying securities, free and

clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and pursuant to the insider letter

to be entered into on or prior to the closing of the Public Offering, and (ii) transfer restrictions under federal and state securities

laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

D. Governmental

Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required

in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any

other transactions contemplated hereby.

E. Regulation

D Qualification. Neither the Company nor, to its knowledge, any of its affiliates, members, officers, directors or beneficial shareholders

of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation

D under the Securities Act of 1933, as amended (the “Securities Act”).

Section 3. Representations

and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private

Placement Units to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall

survive each Closing Date) that:

A. Organization

and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated

by this Agreement.

B. Authorization; No Breach.

(i) This

Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,

insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’

rights and to general equitable principles (whether considered in a proceeding in equity or law).

(ii) The

execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser

does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions

of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

C. Investment Representations.

(i) The

Purchaser is acquiring the Private Placement Units (and underlying securities) and, upon conversion of the Private Share Rights, the Ordinary

Shares underlying the Private Share Rights (collectively, the “Securities”), for the Purchaser’s own account,

for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

(ii) The

Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser has not

experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

(iii) The

Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration

requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and

the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the

availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.

(iv) The

Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning

of Rule 502(c) under the Securities Act.

(v) The

Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating

to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to

ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities

involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed

investment decision with respect to the acquisition of the Securities.

(vi) The

Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made

any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser

nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(vii) The

Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state

securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2)

sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither

the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities

laws or to comply with the terms and conditions of any exemption thereunder. While the Purchaser understands that Rule 144 under the

Securities Act is not available for the resale of securities initially issued by shell companies (other than business combination

related shell companies) or issuers that have been at any time previously a shell company, the Purchaser understands that Rule 144

includes an exception to this prohibition if the following conditions are met: (i) the issuer of the securities that was formerly a

shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of

Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of

the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months

(or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at

least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status

as an entity that is not a shell company.

(viii) The

Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated with investments

in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment

in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an

indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have

no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can

afford a complete loss of its investment in the Securities.

Section 4. Conditions

of the Purchaser’s Obligations. The obligation of the Purchaser to purchase and pay for the Private Placement Units is subject

to the fulfillment, on or before each Closing Date, of each of the following conditions:

A. Representations

and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as

of such Closing Date as though then made.

B. Performance.

The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required

to be performed or complied with by it on or before such Closing Date.

C. No

Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,

promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having

authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement.

D. Share

Rights Agreement. The Company shall have entered into the Share Rights Agreement with the Share Rights Agent and the Registration

Rights Agreement, each on terms satisfactory to the Purchaser.

Section 5. Conditions

of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment,

on or before each Closing Date, of each of the following conditions:

A. Representations

and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and

as of such Closing Date as though then made.

B. Performance.

The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required

to be performed or complied with by the Purchaser on or before such Closing Date.

C. Corporate

Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance

of this Agreement and the Share Rights Agreement and the issuance and sale of the Private Placement Units hereunder.

D. No

Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,

promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having

authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement.

E. Share

Rights Agreement. The Company shall have entered into the Share Rights Agreement with the Share Rights Agent and the Registration

Rights Agreement, each on terms satisfactory to the Company.

Section 6. Termination.

This Agreement may be terminated at any time after December 31, 2026 upon the election by either the Company or the Purchaser upon

written notice to the other party if the closing of the Public Offering does not occur prior to such date.

Section 7. Survival of

Representations and Warranties. All of the representations and warranties contained herein shall survive each Closing Date.

Section 8. Definitions.

Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement on

Form S-1 the Company has filed with the U.S. Securities and Exchange Commission, under the Securities Act.

Section 9. Miscellaneous.

A. Successors

and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf

of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed

or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments

by the Purchaser to affiliates thereof (including, without limitation one or more of its members).

B. Severability.

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable

law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective

only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

C. Counterparts.

This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one

party, but all such counterparts taken together shall constitute one and the same agreement.

D. Descriptive

Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive

part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

E. Governing

Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed

in accordance with the internal laws of the State of New York.

F. Amendments.

This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties

hereto.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto

have executed this Agreement to be effective as of the date first set forth above.

COMPANY:

APERTURE AC

By:

/s/ Calvin Kung

Name:

Calvin Kung

Title:

Chief Executive Officer

PURCHASER:

APERTURE SPONSOR LLC,

a Delaware limited liability company

By:

/s/ Calvin Kung

Name:

Calvin Kung

Title:

Managing Member

[Signature Page to Private Placement Units Purchase

Agreement]

EX-10.4 — PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, DATED MAY 20, 2026, BETWEEN THE COMPANY, IB CAPITAL, I-BANKERS SECURITIES, INC., AND EARLYBIRDCAPITAL, INC

EX-10.4

Filename: ea029197501ex10-4.htm · Sequence: 8

Exhibit 10.4

PRIVATE PLACEMENT UNITS PURCHASE

AGREEMENT

This PRIVATE

PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 20th day of May, 2026, by and Aperture

AC, a Cayman Islands exempted company (the “Company”), IB Capital, LLC (” IB Capital”), I-Bankers

Securities, Inc., (“I-Bankers”), and EarlyBirdCapital, Inc. (“EarlyBird”, together with IB Capital,

I-Bankers, collectively, the “Subscribers”).

WHEREAS,

the Company intends to consummate an initial public offering (the “IPO”) of the Company’s units (the “Units”),

each Unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of

the Company, and one right to receive one-fourth (1/4) of one Class A Ordinary Share upon the consummation of the Company’s initial

business combination (the “Business Combination”);

WHEREAS, the

Company desires to sell to the Subscribers on a private placement basis (the “Offering”) an aggregate of 80,000 private

placement units (or up to 90,125 private placement units if the underwriters’ over-allotment option is exercised in full) (each,

a “Placement Unit” and, collectively, the “Placement Units”) of the Company for a purchase price

of $10.00 per Placement Unit. Each Placement Unit is comprised of one Class A Ordinary Share (a “Placement Share”)

and one right to receive one-fourth (1/4) of one Class A Ordinary Share upon the consummation of the Company’s Business Combination

(each, a “Private Share Right” and, collectively, the “Private Share Rights”) to be governed by

the Share Rights Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as Private Share

Rights agent (the “Share Rights Agreement”). The Placement Units, the Placement Shares and Private Share Rights comprising

part of the Placement Units, and the Placement Shares upon conversion of the Private Share Rights, collectively, are hereinafter referred

to as the “Securities”; and

WHEREAS,

the Subscribers wish to purchase an aggregate of 80,000 Placement Units (or up to 90,125 Placement Units if the underwriters’ over-allotment

option is exercised in full), and the Company wishes to accept such subscription from the Subscribers.

NOW, THEREFORE, in consideration

of the premises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the Company and the Subscribers hereby agree as follows:

1. Agreement to Subscribe

1.1 Purchase

and Issuance of the Placement Units. Upon the terms and subject to the conditions of this Agreement, on the date of the

consummation of IPO or on such earlier time and date as may be mutually agreed by the Subscribers and the Company (the

“Closing Date”), the Subscribers hereby agree to purchase from the Company, and the Company hereby agrees to sell to the

Subscribers 80,000 Placement Units (or up to 90,125 Placement Units if the underwriters’ over-allotment option is exercised in

full) at a price per unit of $10.00 for an aggregate purchase price of $800,000 (or $901,250 if the underwriters’

over-allotment option is exercised in full) (the “Purchase Price”). The number of Placement Units to be purchased by

each Subscriber is set forth on Schedule I annexed hereto. On the Closing Date, upon the payment by the Subscribers of the Purchase

Price, the Company shall, at its option, deliver to the Subscribers the certificates representing the Placement Units purchased or

effect such delivery in book-entry form.

1.2. Purchase

Price. The Purchase Price shall be paid by wire transfer of immediately available funds, or by such other method as may be reasonably

acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the

Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), on or prior

to the Closing Date.

1.3. Closings. The Closing shall take place at the offices of Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, New York 10105, or such other place as may be agreed upon by the parties hereto.

1.4 Termination. This Agreement and each of the

obligations of the undersigned shall be null and void and without effect if a Closing does not occur prior to December 31, 2026.

2. Representations and Warranties of the Subscribers

As a material inducement to the Company to enter into

this Agreement and issue and sell the Placement Units to the Subscriber, each Subscriber represents and warrants to the Company that:

2.1. No

Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation

or endorsement of the Company, the merits of the Offering of the Securities or the suitability of the investment in the Securities by

the Subscriber.

2.2. Accredited

Investor. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation

D under the Securities Act of 1933, as amended (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. The Subscriber has not experienced a disqualifying event as enumerated pursuant

to Rule 506(d) of Regulation D under the Securities Act.

2.3. Intent.

The Subscriber is purchasing the Securities solely for investment purposes, for the Subscriber’s own account (and/or for the account

or benefit of its members or affiliates, as permitted, pursuant to the terms hereof), and not with a view towards, or for resale in connection

with, any public sale or distribution thereof.

2.4. Restrictions

on Transfer. The Subscriber acknowledges and understands the Placement Units are being offered in a transaction not involving a public

offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act

and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities 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. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities

are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or

any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver

to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available

exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms

hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber

for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company

has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed

all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that

the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from

the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company,

despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

2.5. Sophisticated Investor.

(i) The

Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Securities. The

Subscriber has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future

needs for liquidity which would be jeopardized by the investment in the Securities.

(ii) The

Subscriber has been furnished with all materials relating to the business, finances and operations of the Company and materials relating

to the offer and sale of the Securities which have been requested by the Subscriber.

The Subscriber has been afforded the opportunity to

ask questions of the executive officers and directors of the Company.

(iii) The

Subscriber is aware that an investment in the Securities is highly speculative and subject to substantial risks because, among other things,

(a) the Securities are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot be

sold unless subsequently registered under the Securities Act or an exemption from such registration is available, (b) except as specifically

set forth in the Registration Rights Agreement (as defined below) pursuant to which the Company will grant certain registration rights

to the Subscriber relating to the Securities, neither the Company nor any other person is under any obligation to register the Securities

under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder and (c) the

Subscriber has waived its redemption rights with respect to the Securities as set forth in Section 5 hereof, and the Securities held by

the Subscriber are not entitled to, and have no right, interest or claim to any monies held in the Trust Account, and accordingly the

Subscriber may suffer a loss of a portion or all of its investment in the Securities. The Subscriber is able to bear the economic risk

of its investment in the Securities for an indefinite period of time. The Subscriber has sought such accounting, legal and tax advice

as it has considered necessary to make an informed investment decision with respect to the acquisition of the Securities.

2.6. Organization

and Authority. The Subscriber is duly organized, validly existing and in good standing under the laws of its state of incorporation

or formation and it possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.

2.7. Authority.

This Agreement has been validly authorized, executed and delivered by the Subscriber and is a valid and binding agreement of the Subscriber

enforceable against the Subscriber in accordance with its terms, subject to the general principles of equity and to bankruptcy or other

laws affecting the enforcement of creditors’ rights generally.

2.8. No

Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated

hereby do not violate, conflict with or constitute a default under (i) the Subscriber’s organizational documents, (ii) any agreement

or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or

any agreement, order, judgment or decree to which the Subscriber is subject.

2.9. No

Legal Advice from Company. The Subscriber acknowledges it has had the opportunity to review this Agreement and the transactions contemplated

by this Agreement with the Subscriber’s own legal counsel and investment and tax advisors. Except for any statements or representations

of the Company made in this Agreement and the other agreements entered into between the parties hereto, the Subscriber is relying solely

on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal,

tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any

jurisdiction.

2.10. Reliance

on Representations and Warranties. The Subscriber understands the Placement Units are being offered and sold to the Subscriber 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 Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments

and understandings of the Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

2.11. No

General Solicitation. The Subscriber is not subscribing for the Placement Units 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 presented at any seminar or meeting or in a registration statement

with respect to the IPO filed with the Securities and Exchange Commission (“SEC”).

2.12. Legend. The Subscriber acknowledges and agrees the certificates evidencing each of the Securities shall bear a restrictive legend (the “Legend”), in form and substance substantially as set forth in Section 4 hereof.

3. Representations, Warranties and Covenants of the Company

The Company represents and warrants

to, and agrees with, the Subscriber that:

3.1. Valid Issuance. The Company is

authorized to issue 500,000,000 Class A Ordinary Shares, 50,000,000 Class B ordinary shares, par value $0.0001 per share

(“Class B Ordinary Shares”) and 5,000,000 preference shares, par value $0.0001 per share (“Preference

Shares”). As of the date hereof, the Company has issued and outstanding 3,828,082 Class B Ordinary Shares (of which up to

499,315 shares are subject to forfeiture as described in the Registration Statement) and no Preference Shares. All of the issued

Class B Ordinary Shares of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

3.2 Title to Securities.

Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Share Rights Agreement and the Amended and Restated

Memorandum and Articles of Association of the Company (as applicable), as the case may be, each of the Securities will be duly and validly

issued, fully paid and non-assessable. On the date of issuance, the Securities shall have been reserved for issuance. Upon issuance in

accordance with, and payment pursuant to, the terms hereof and the Share Rights Agreement, as the case may be, the Subscriber will have

or receive good title to the Securities, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions

hereunder, (ii) transfer restrictions under federal and state securities laws and (iii) liens, claims or encumbrances imposed due to the

actions of the Subscriber.

3.3. Organization

and Qualification. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the

Cayman Islands and has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.

3.4. Authorization;

Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this

Agreement and to issue the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance of this Agreement

by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate

action, and no further consent or authorization of the Company or its Board of Directors or shareholders is required, and (iii) this Agreement

constitutes valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except as such

enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws

relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general application

and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles of

public policy.

3.5. No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not (i) result in a violation of the Company’s amended and restated memorandum and articles of association, (ii) conflict with, or constitute a default under any agreement or instrument to which the Company is a party or (iii) any law statute, rule or regulation to which the Company is subject or any agreement, order, judgment or decree to which the Company is subject. Other than any SEC or state securities filings which may be required to be made by the Company subsequent to the Closing, and any registration statement which may be filed pursuant thereto, the Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or self-regulatory entity in order for it to perform any of its obligations under this Agreement or issue the Securities in accordance with the terms hereof.

4. Legends

4.1. Legend.

The Company will issue the Placement Units, Placement Shares, and Private Share Rights, and when issued, the Placement Shares upon conversion

of Private Share Rights, purchased by the Subscriber in the name of the Subscriber. The Securities will bear the following Legend and

appropriate “stop transfer” instructions:

“THE SECURITIES

REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS,

AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL

LIMITATIONS ON TRANSFER DESCRIBED IN THE AGREEMENTS BY AND AMONG APERTURE AC (THE “COMPANY”), IB CAPITAL, LLC, AND

I-BANKERS SECURITIES, INC., AND EARLYBIRDCAPITAL, INC. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED

PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS BUSINESS COMBINATION (AS DEFINED IN

THE PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE WHO AGREES IN WRITING WITH THE

COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.

SECURITIES EVIDENCED BY THIS

CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER

A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”

4.2. Subscriber’s

Compliance. Nothing in this Section 4 shall affect in any way the Subscriber’s obligation and agreement to comply with all applicable

securities laws upon resale of the Securities.

4.3. Company’s

Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole

judgment of the Company, such purported transfer would not be made (i) pursuant to an effective registration statement filed under the

Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance

herewith.

4.4 Registration Rights.

The Subscribers will be entitled to certain registration rights which will be governed by a registration rights agreement (“Registration

Rights Agreement”) to be entered into between, among others, the Subscribers and the Company, on or prior to the effective date

of the Registration Statement. Pursuant to the Registration Rights Agreement, the Subscribers may not exercise its demand and “piggyback”

registration rights after five (5) and seven (7) years from the commencement of sales in the IPO and may not exercise its demand rights

on more than one occasion.

5. Waiver of Liquidation Distributions.

In connection with the Securities

purchased pursuant to this Agreement, the Subscribers hereby waives any and all right, title, interest or claim of any kind in or to any

distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption

rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to

a Business Combination, (iii) upon the Company’s redemption of Class A Ordinary Shares included in the Units sold in the Company’s

IPO upon the Company’s failure to complete the Business Combination within the period provided for in the Company’s amended

and restated memorandum and articles of association or (iv) in connection with a shareholder vote to approve an amendment to the Company’s

amended and restated memorandum and articles of association not for the purposes of approving, or in conjunction with the consummation

of, a Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with

a Business Combination or to redeem 100% of the Class A Ordinary Shares included in the Units sold in the Company’s IPO if the Company

has not consummated a Business Combination within the period provided for in the Company’s amended and restated memorandum and articles

of association or (B) with respect to any other material provisions relating to the right of holders of Class A Ordinary Shares or pre-Business

Combination activity. In the event that the Subscribers purchase Class A Ordinary Shares as part of the Units in the IPO or in the aftermarket,

any additional Class A Ordinary Shares so purchased shall be eligible to receive the redemption value of such Class A Ordinary Shares

upon the same terms offered to all other purchasers of Class A Ordinary Shares included as part of the Units in the IPO. Nothing herein

shall preclude the Subscribers from making any claim or seeking recourse against the Company’s funds held outside of the Trust Account

or seeking to enforce the terms of the Underwriting Agreement.

6. Terms of Private Share Rights. Each Private Share Right shall have the terms set forth in a Share Rights Agreement dated the date hereof (the “Share Rights Agreement“) by and between the Company and Continental Stock Transfer & Trust Company (the “Share Rights Agent”).

7. Lock-Up Period.

7.1. The

Subscribers agree that they shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided,

however, that Transfers of Securities are permitted (a) to the Company’s or the Subscriber’s officers or directors, any affiliates

or family members of any of the Company’s or the Subscriber’s officers or directors, any members of the Company’s sponsor,

or any affiliates of the Company’s sponsor, (b) in the case of an individual, by gift to a member of the individual’s immediate

family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person,

or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;

(d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by virtue of the laws of the State of New York

or the Subscriber’s partnership agreement in the event of the Subscriber’s liquidation; (f) in the event of the Company’s

liquidation prior to the consummation of a Business Combination; provided, however, that in the case of clauses (a) through (f) these

permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and by the same agreements

entered into by the Company’s sponsor and the Subscriber with respect to such securities.

7.2. For purposes of Section 7.1, the term “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

7.3 In addition to the restrictions

on transfer described in Section 7.1, the Subscriber acknowledges and agrees that the Placement Units and their component parts and the

related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and

will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the

commencement of sales in the IPO, subject to FINRA Rule 5110(e)(2). Additionally, the Placement Units and their component parts and the

related registration rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period except

to any underwriter or selected dealer participating in the IPO and the officers or partners, registered persons or affiliates of the Subscribers

and any such participating underwriter or selected dealer. Additionally, the Placement Units and their component parts and the related

registration rights will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic

disposition of such securities by any person for a period of 180 days immediately following the commencement of sales in the IPO.

8. Terms of the Placement Units

The Placement Units shall be

substantially identical to the Units offered in the IPO except that the Placement Units (including the Placement Shares and Private Share

Rights comprising such units) (i) will be subject to the transfer restrictions described in Section 7 hereof; (ii) will be entitled to

registration rights.

9. Conditions of the Subscribers’ Obligations

The obligation of the Subscribers

to purchase and pay for the Private Placement Units is subject to the fulfillment, on or before the Closing Date, of each of the following

conditions:

9.1. Representations and Warranties. The representations and warranties of the Company contained in Section 3 hereof shall be true and correct at and as of the Closing Date as though then made.

9.2. Performance.

The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required

to be performed or complied with by it on or before the Closing Date.

9.3. No

Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,

promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having

authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement.

9.4. Share Rights Agreement. The Company

shall have entered into the Share Rights Agreement with the Share Rights Agent and the Registration Rights Agreement, each on terms satisfactory

to the Subscribers.

10. Conditions of the Company’s Obligations

10.1. Representations and Warranties. The

representations and warranties of the Subscribers contained in Section 2 hereof shall be true and correct at and as of the Closing Date

as though then made.

10.2. Performance.

The Subscribers shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are

required to be performed or complied with by the Subscribers on or before the Closing Date.

10.3. No

Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,

promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having

authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement.

10.4. Share

Rights Agreement. The Company shall have entered into the Share Rights Agreement with the Share Rights Agent and the Registration

Rights Agreement, each on terms satisfactory to the Company.

11. Governing Law; Jurisdiction; Waiver of Jury Trial

This Agreement shall be governed

by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such state.

The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions

contemplated hereby.

12. Assignment; Entire Agreement; Amendment

12.1. Assignment.

Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other than by the Subscriber to a person

agreeing to be bound by the terms hereof, including the transfer restrictions contained in Section 7 hereof.

12.2. Entire

Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and

merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.

12.3. Amendment.

Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated

other than by a written instrument signed by all of the parties hereto. Any amendment to the terms of the Private Share Rights (including,

for the avoidance of doubt, the forfeiture or cancellation thereof) shall require the prior written consent of IB Capital LLC. Each of

the parties hereto shall receive notice of any proposed amendment to the terms of the Private Share Rights at least two business days

prior to the effective date of such amendment.

12.4. Binding

upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs,

legal representatives, successors and permitted assigns.

13. Notices

13.1 Notices. Unless otherwise provided

herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing and personally delivered or

sent by facsimile or other electronic transmission with copy sent in another manner herein provided or sent by courier (which for all

purposes of this Agreement shall include Federal Express or other recognized overnight courier) or mailed to said party by certified

mail, return receipt requested, at its address provided for herein or such other address as either may designate for itself in such notice

to the other. Communications shall be deemed to have been received when delivered personally, on the scheduled arrival date when sent

by next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation of transmittal or, if sent by mail, then

three days after deposit in the mail. If given by electronic transmission, such notice shall be deemed to be delivered (a) if by electronic

mail, when directed to an electronic mail address at which the recipient has consented to receive notice; (b) if by a posting on an electronic

network together with separate notice to the recipient of such specific posting, upon the later of (1) such posting and (2) the giving

of such separate notice; and (c) if by any other form of electronic transmission, when directed to the recipient.

14. Counterparts

This Agreement may be executed

in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective

when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign

the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf”

format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature

is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

15. Survival; Severability

15.1. Survival.

The representations, warranties, covenants and agreements of the parties hereto shall survive the Closing Date.

15.2. Severability.

In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable

or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective

if it materially changes the economic benefit of this Agreement to any party.

16. Headings.

The titles and subtitles used

in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

[remainder of page intentionally

left blank]

[Signature Page Follows]

IN WITNESS WHEREOF, the parties

hereto have executed this Agreement to be effective as of the date first set forth above.

COMPANY:

APERTURE AC

By:

/s/ Calvin Kung

Name:

Calvin Kung

Title:

Chief Executive Officer

SUBSCRIBERS:

IB CAPITAL, LLC

By:

/s/ Dan Thayer

Name:

Dan Thayer

Title:

Principal

I-BANKERS

SECURITIES, INC.

By:

/s/ Matthew J. McCloskey

Name:

Matthew J. McCloskey

Title:

Managing Director

EARLYBIRDCAPITAL,

INC.

By:

/s/ Steve Levine

Name:

Steve Levine

Title:

Chief Executive Officer and Head of Investment Banking

[Signature Page – Private

Placement Units Purchase Agreement]

Schedule I

Purchaser

Column A: Purchase Commitment

Column B: Additional Purchase Commitment

if Over -Allotment is Exercised in Full

I-Bankers Securities, Inc

40,000

45,063

EarlyBirdCapital, Inc.

40,000

45,062

EX-10.5 — LETTER AGREEMENT, DATED MAY 20, 2026, BY AND AMONG THE COMPANY, SPONSOR AND EACH OF THE OFFICERS AND DIRECTORS OF THE COMPANY, AND THE OTHER PARTIES SIGNATORY THERETO

EX-10.5

Filename: ea029197501ex10-5.htm · Sequence: 9

Exhibit 10.5

May 20, 2026

Aperture AC

835 Wilshire Boulevard

Los Angeles, CA, 90017

Re: Initial Public Offering

Ladies and Gentlemen:

This letter

(this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting

Agreement”) entered into by and among Aperture AC, a Cayman Islands exempted company (the “Company”)

and IB Capital, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”),

relating to an underwritten initial public offering (the “Public Offering”), of up to 9,000,000 of the Company’s

units (not including up to 1,350,000 units which may be purchased to cover over-allotments, if any) (the “Units”),

each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”)

and one right (each right, a “Share Right”). Each Share Right entitles the holder thereof to receive one-fourth

(1/4) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination. The Units shall be sold

in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333-291583) and prospectus (the “Prospectus”)

filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company shall

apply to have the Units listed on the Nasdaq Global Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.

In order

to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other

good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Aperture Sponsor LLC, a Delaware limited

liability company (the “Sponsor”) and each of the undersigned individuals, each of whom is, or will be, a member

of the Company’s board of directors and/or management team (each an “Insider” and, collectively, the “Insiders”),

hereby agree with the Company as follows:

1. The

Sponsor and each Insider agree that if the Company seeks shareholder approval of a proposed Business Combination, then in connection with

such proposed Business Combination, it, he or she shall (i) vote all Founder Shares, Private Placement Shares, and any shares acquired

by it, him or her in the Public Offering or the secondary public market in favor of such proposed Business Combination, except that it,

he or she shall not vote any Class A Ordinary Shares that it, he or she purchased after the Company publicly announces its intention to

engage in such proposed Business Combination for or against such proposed Business Combination and (ii) not redeem any Class A Ordinary

Shares, Founder Shares or Private Placement Shares owned by it, him or her in connection with such shareholder approval. If the Company

seeks to consummate a proposed Business Combination by engaging in a tender offer, the Sponsor and each Insider agrees that it, he or

she will not sell or tender any Ordinary Shares owned by it, him or her in connection herewith.

2. The Sponsor and each

Insider agree that in the event that the Company fails to consummate a Business Combination by the date that is 12 months after the

closing of the Public Offering, or such earlier date as Company’s board of directors may approve, or such later date as the

Company’s shareholders may approve, in each case in accordance with the Company’s amended and restated memorandum and

articles of association, as may be amended from time to time (the “Completion Window” and the

“Memorandum and Articles,” respectively), the Sponsor and each Insider shall take all reasonable steps to

cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not

more than ten (10) business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Class A Ordinary

Shares sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in

the Trust Account (which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses),

divided by the number of Offering Shares then in issue, which redemption will completely extinguish the Public Shareholders’

rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law and

(iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining

shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s

obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. The Sponsor and

the Insiders agree to not propose any amendment to the Memorandum and Articles not for the purposes of approving, or in conjunction

with the consummation of, a Business Combination (A) to modify the substance or timing of the Company’s obligation to allow

redemption in connection with a Business Combination or to redeem one hundred per cent (100%) of the Offering Shares if the Company

has not consummated a Business Combination within the Completion Window or (B) with respect to any other material provisions

relating to the rights of holders of Class A Ordinary Shares or pre-initial Business Combination activity, unless the Company

provides its Public Shareholders with the opportunity to redeem their Offering Shares upon effectiveness of any such amendment at a

per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on

the Trust Account and not previously released to the Company to pay its taxes, divided by the number of Offering Shares then in

issue, subject to applicable law. The Sponsor and each Insider acknowledges that it, he or she will not be entitled to rights to

liquidating distributions from the Trust Account with respect to any Founder Shares or Private Placement Shares held by it, him or

her if the Company fails to complete a Business Combination within the Completion Window; although it, he or she will be entitled to

liquidating distributions from the Trust Account with respect to any Offering Shares it, he or she holds if the Company fails to

complete a Business Combination within the prescribed time frame. The Sponsor and each Insider hereby further acknowledge that it,

he or she will not be entitled to (a) redemption rights with respect to any Founder Shares, Private Placement Shares, and Offering

Shares held by it, him or her, in connection with the consummation of a Business Combination, or (b) redemption rights with respect

to Founder Shares, Private Placement Shares, and Offering Shares held by it, him or her in connection with a shareholder vote to

amend the Memorandum and Articles in the manner described above.

3. To

the fullest extent permitted by applicable law and the Memorandum and Articles, the Company hereby agrees to defend, indemnify, hold harmless

and exonerate (including the advancement of expenses to the fullest extent permitted by applicable law) the Sponsor and its members (present

and former), managers and affiliates and their respective present and former officers and directors (each, a “Sponsor Indemnitee”)

from any and all costs, fees, expenses, judgments, liabilities, fines, penalties, reasonable attorneys’ fees and amounts paid in

settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such costs, fees,

expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually, and reasonably, incurred by a Sponsor Indemnitee

or on a Sponsor Indemnitee’s behalf in connection with any threatened, pending or completed action, suit, arbitration, mediation,

alternate dispute resolution mechanism, investigation, inquiry, hearing or any other actual, threatened or completed proceeding instituted

by the Company or any third party, whether civil, criminal, administrative or investigative in nature, in respect of any investment opportunities

sourced by a Sponsor Indemnitee for the Company or any liability arising with respect to a Sponsor Indemnitee’s activities in connection

with the affairs of the Company (in each case to the extent that such indemnification, hold harmless and exoneration obligations with

respect to such matters are not expressly covered by a separate written agreement between the Company and the applicable Sponsor Indemnitee);

provided, that in no event shall a Sponsor Indemnitee be entitled to be indemnified or held harmless hereunder in respect of any

costs, fees, expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (if any) that a Sponsor Indemnitee may

incur by reason of such person’s own actual fraud or intentional misconduct; provided, further, that, for the avoidance

of doubt, under no circumstance shall a Sponsor Indemnitee have a claim to any monies or assets held in the Trust Account or that has

been disbursed from the Trust Account to holders of Offering Shares, and the Company shall not be permitted to procure monies or assets

held in the Trust Account for the satisfaction of its obligations to any Sponsor Indemnitee in respect of the indemnification provided

hereunder. The Sponsor Indemnitees shall be third party beneficiaries of this paragraph.

4. During the period

commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the undersigned shall not,

without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge,

grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put

equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange

Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, any Units, Class A Ordinary Shares,

the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”

and, together with the Class A Ordinary Shares, the “Ordinary Shares”), Share Rights or any securities

convertible into, or exercisable, or exchangeable for, Class A Ordinary Shares owned by him, her or it; provided, however,

that the foregoing shall not apply to transfers to the Sponsor by the Insiders, (ii) enter into any swap or other arrangement that

transfers to another, in whole or in part, any of the economic consequences of ownership of any Units, Class A Ordinary Shares,

Founder Shares, Share Rights or any securities convertible into, or exercisable, or exchangeable for, Class A Ordinary Shares owned

by him, her or it, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii)

publicly announce any intention to effect any transaction specified in clause (i) or (ii). If the undersigned is an officer or

director of the Company, the undersigned further agrees that the forgoing restrictions shall be equally applicable to any

issuer-directed Units that the undersigned may purchase in the Public Offering.

5. In

the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any officer, member

or manager of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense

whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending

against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of

any claim by (i) any third party (other than the Company’s independent public accountants) for services rendered or products sold

to the Company or (ii) a prospective target business with which the Company has entered into a letter of intent, confidentiality or other

similar agreement or business combination agreement (a “Target”); provided, however, that such

indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for

services rendered (other than the Company’s independent public accountants) or products sold to the Company or a Target do not reduce

the amount of funds in the Trust Account to below (A) $10.025 per Offering Share or (B) such lesser amount per Offering Share held in

the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case

including interest earned on the funds held in the Trust Account and net of taxes payable, except as to any claims by a third party or

Target that executed an agreement waiving claims against and all rights to seek access to the Trust Account whether or not such agreement

is enforceable. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not

be responsible for any liability as a result of any such third-party claims. Notwithstanding any of the foregoing, such indemnification

of the Company by the Sponsor shall not apply as to any claims under the Company’s obligation to indemnify the Underwriters against

certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

The Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if,

within fifteen (15) days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company in writing

that it shall undertake such defense.

6. To

the extent that the Underwriters do not exercise their over-allotment option to purchase an additional 1,350,000 Units (as described in

the Prospectus), the Sponsor agrees, upon the expiration or waiver of such option, to forfeit and surrender for no consideration for cancellation,

a number of Founder Shares equal to the product of 499,315 multiplied by a fraction, (i) the numerator of which is 1,350,000 minus the

number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,350,000.

The forfeiture and surrender will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters

so that the Founder Shares will represent 27% of the Company’s issued and outstanding Ordinary Shares after the Public Offering

(not including the Private Placement Shares). The Sponsor further agrees that to the extent that the size of the Public Offering is increased

or decreased and the Sponsor has either purchased or sold Ordinary Shares or an adjustment to the number of Founder Shares has been effected

by way of a share dividend or share capitalization, or a surrender for no consideration or share contribution back to capital, or otherwise,

in each case in connection with such increase or decrease in the size of the Public Offering, then (A) the references to 1,350,000 in

the numerator and denominator of the formula in the first sentence of this paragraph 6 shall be changed to a number equal to 15% of the

number of Class A Ordinary Shares included in the Units issued in the Public Offering and (B) the reference to 499,315 in the formula

set forth in the first sentence of this paragraph 6 shall be adjusted to such number of Founder Shares that the Sponsor would have to

collectively return to the Company in order for all holders of Founder Shares to hold an aggregate of 27% of the Company’s issued

and outstanding Ordinary Shares after the Public Offering (not including the Private Placement Shares).

7. The

Sponsor and each Insider hereby agrees and acknowledges that: (i) each of the Underwriters and the Company would be irreparably injured

in the event of a breach by the Sponsor of its obligations (as applicable) under paragraphs 1, 2, 4, 5, 6, 8(a) and 8(b) or by each Insider

of its obligations under paragraphs 1, 2, 4, 8(a) and 8(b), (ii) monetary damages may not be an adequate remedy for such breach and (iii)

the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in

equity, in the event of such breach.

8. Transfer Restrictions.

(a) Subject to the exceptions

set forth herein, the Sponsor and each Insider agree not to Transfer, directly or indirectly, any Founder Shares or the Class A Ordinary

Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) six months after the completion

of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals

or exceeds $15.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations

and the like) for any 20 trading days within any 30-trading day period after the Business Combination and (ii) subsequent to a Business

Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction

which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities

or other property (the “Lock-up”).

(b) Subject

to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer, directly or indirectly, any Private Placement

Units (including the underlying Private Placement Shares and Private Placement Rights) held by it, he or she until thirty (30) days after

the completion of a Business Combination.

the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or

issuable upon the conversion of the Founder Shares) and Private Placement Units (including the underlying Private Placement Shares and

Private Placement Rights) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied

with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Underwriters’ respective

officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Underwriters’

respective officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts

advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual,

as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate

family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent

and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by

private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension

of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which

the shares or units were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members,

partners or shareholders pursuant to the Sponsor’s or the Underwriters’ respective limited liability company agreement or

other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement

upon dissolution of the Sponsor or upon dissolution of the Underwriter, (viii) in the event of the Company’s liquidation prior to

consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company

completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right

to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity

to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses

(i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions

herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating

distributions).

9. Each Insider’s

biographical information furnished to the Company and the Representative that is included in the Prospectus is true and accurate in

all respects and does not omit any material information with respect to such Insider’s background and contains all of the

information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act. Each

Insider’s questionnaire furnished to the Company and the Representative including any such information that is included in the

Prospectus is true and accurate in all respects. Each Insider represents and warrants that: (i) such Insider is not subject to or a

respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act

or practice relating to the offering of securities in any jurisdiction; (ii) such Insider has never been convicted of, or pleaded

guilty to, any crime (A) involving fraud, (B) relating to any financial transaction or handling of funds of another person or (C)

pertaining to any dealings in any securities and such Insider is not currently a defendant in any such criminal proceeding; and

(iii) none of the Sponsor or any such Insider has ever been suspended or expelled from membership in any securities or commodities

exchange or association or had a securities or commodities license or registration denied, suspended or revoked.

10. The

Sponsor and each Insider has full right and power, without violating any agreement to which it, he or she is bound (including, without

limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement

and, as applicable, to serve as an officer of the Company or as a director on the board of directors of the Company and each Insider hereby

consents to being named in the Prospectus as an officer and/or director of the Company, as applicable.

11. As

used herein, (i) “Business Combination” shall mean a merger, amalgamation, share exchange, asset acquisition,

share purchase, reorganization or similar business combination, involving the Company and one or more businesses or entities; (ii) “Founder

Shares” shall mean the Class B Ordinary Shares held by the Sponsor prior to the consummation of the Public Offering; (iii)

“Private Placement Units” shall mean the aggregate of 290,000 private placement units (or up to 313,625 private

placement units if the underwriters’ over-allotment option is exercised in full) that IB Capital, LLC, I-Bankers Securities, Inc.,

and EarlyBirdCapital, Inc. (together, the “Underwriters”) and Sponsor have agreed to purchase for an aggregate purchase

price of $2,900,000 (or up to $3,136,250 if the underwriters’ over-allotment option is exercised in full), or $10.00 per unit, in

a private placement that shall occur simultaneously with the consummation of the Public Offering. Each Private Placement Unit consists

of one Class A Ordinary Share (the “Private Placement Share”) and one Share Right (the “Private

Placement Rights”) to receive one-fourth (1/4) of one Class A Ordinary Share upon the consummation of the Company’s

Business Combination; (iv) “Public Shareholders” shall mean the holders of Offering Shares other than the Sponsor

and the Insiders; (v) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of

the Public Offering and the sale of the Private Placement Units shall be deposited; and (vi) “Transfer” shall

mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise

dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation

with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations

of the Commission promulgated thereunder with any respect to, any security, (b) entry into any swap or other arrangement that transfers

to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be

settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified

in clause (a) or (b).

12. This

Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and

supersedes all prior understandings, agreements or representations by or among the parties hereto, written or oral, to the extent they

relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended,

modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed

by all parties hereto. Each of the parties hereto hereby acknowledges and agrees that each Representative is a third-party beneficiary

of this Letter Agreement.

13. No

party hereto may assign either this Letter Agreement or any of its rights, interests or obligations hereunder without the prior written

consent of the other parties. Any purported assignment in violation of this paragraph 13 shall be void and ineffectual and shall not operate

to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor, each Insider

and each of their respective successors, heirs and assigns and permitted transferees.

14. This

Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving

effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties

hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall

be brought and enforced in the courts of the State of New York located in the City and County of New York, Borough of Manhattan, and irrevocably

submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive

jurisdiction and venue or that such courts represent an inconvenient forum.

15. Any

notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing

and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or

facsimile transmission.

16. This

Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up or (ii) the liquidation of the Company; provided,

however, that this Letter Agreement shall earlier terminate in the event that the Public

Sincerely,

APERTURE SPONSOR LLC

By:

/s/ Calvin Kung

Name:

Calvin Kung

Title:

Managing Member

INSIDERS:

/s/ Daniel Zhao

Name:

Daniel Zhao

/s/ Zhen Tan

Name:

Zhen Tan

/s/ Thomas Elliott Friend

Name:

Thomas Elliott Friend

/s/ Calvin Kung

Name:

Calvin Kung

/s/ Song Pettus

Name:

Song Pettus

Acknowledged and Agreed:

APERTURE AC

By:

/s/ Calvin Kung

Name:

Calvin Kung

Title:

Chief Executive Officer

[SIGNATURE PAGE TO LETTER AGREEMENT]

EX-10.6 — FORM OF INDEMNITY AGREEMENT

EX-10.6

Filename: ea029197501ex10-6.htm · Sequence: 10

Exhibit 10.6

INDEMNITY

AGREEMENT

THIS INDEMNITY AGREEMENT (this

“Agreement”) is made as of May 20, 2026, by and between Aperture AC, a Cayman Islands exempted company (the

“Company”), and the undersigned (“Indemnitee”).

RECITALS

WHEREAS, highly competent

persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided

with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising

out of their service to and activities on behalf of such companies;

WHEREAS,

the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified

individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving

the Company and its Subsidiaries (as defined below) from certain liabilities;

WHEREAS, while the Amended

and Restated Memorandum and Articles of Association of the Company provide for the indemnification of the officers and directors of the

Company, Indemnitee may also be entitled to indemnification pursuant to applicable Cayman Islands law, and the Amended and Restated Memorandum

and Articles of Association (as may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”)

provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered

into between the Company and members of the board of directors, officers and other persons with respect to indemnification, hold harmless,

exoneration, advancement and reimbursement rights;

WHEREAS, the uncertainties

relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has

determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s

shareholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable,

prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses

on behalf of, such persons to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association

of the Company so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against

liabilities;

WHEREAS,

this Agreement is a supplement to and in furtherance of the Amended and Restated Memorandum and Articles of Association of the Company

and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of

Indemnitee thereunder; and

WHEREAS, Indemnitee may

not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity,

and Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition

that he or she be so indemnified.

NOW, THEREFORE, in consideration

of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

TERMS AND CONDITIONS

1. SERVICES

TO THE COMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to

serve as an officer, director, advisor, key employee or any other capacity of the Company, as applicable, for so long as Indemnitee is

duly elected or appointed or retained or until Indemnitee tenders his or her resignation or until Indemnitee is removed. The foregoing

notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor,

key employee or in any other capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation

on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other

agreements or commitments of the parties, if any.

2. DEFINITIONS. As used in this Agreement:

(a) References

to “agent” shall mean any person who is or was a director, officer or employee of the Company or a Subsidiary

of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a

director, officer, employee, fiduciary or other official of another company, corporation, partnership, limited liability company, joint

venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a Subsidiary

of the Company.

(b) The

terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth

in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.

(d) A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i) Acquisition

of Shares by Third Party. Other than an affiliate of Aperture Sponsor LLC, a Delaware limited liability company (the “Sponsor”),

any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen

percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the

election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results

solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors,

or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute

a Change in Control under part (iii) of this definition;

(ii) Change

in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board

or nomination for election by the Company’s shareholders was approved by a vote of at least two thirds of the directors then still

in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively,

the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;

(iii) Corporate

Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar

business combination, involving the Company and one or more businesses (a “Business Combination”), in each

case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the

Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business

Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding securities

of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without

limitation, a company which as a result of such transaction owns the Company or all or substantially all of the Company’s

assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately

prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an

affiliate of the Sponsor, no Person (excluding any company resulting from such Business Combination) is the Beneficial Owner,

directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in

the election of directors of the surviving company except to the extent that such ownership existed prior to the Business

Combination; and (3) at least a majority of the Board of Directors of the company resulting from such Business Combination were

Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing

for such Business Combination;

(iv) Liquidation.

The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the

sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s

current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation,

sale, or disposition in one transaction or a series of related transactions); or

(v) Other

Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of

Regulation 14A (or any successor rule) (or a response to any similar item on any similar schedule or form) promulgated under the Exchange

Act (as defined below), whether or not the Company is then subject to such reporting requirement.

(e) “Companies Law” shall mean the Companies Act (Revised) of the Cayman Islands, as amended from time to time.

(f) “Corporate

Status” describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing

member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person is or was serving

at the request of the Company.

(g) “Disinterested

Director” shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect

of which indemnification is sought by Indemnitee.

(h) “Enterprise”

shall mean the Company and any other company, corporation, constituent company or corporation (including any constituent of a constituent)

absorbed in a consolidation or merger to which the Company (or any of its wholly owned Subsidiaries) is a party, limited liability company,

partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the

Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.

(i) “Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended.

(j) “Expenses”

shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable

attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private

investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees,

fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending,

preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating

in, a Proceeding (as defined below), including reasonable compensation for time spent by the Indemnitee for which he or she is not otherwise

compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from

any Proceeding (as defined below), including without limitation the principal, premium, security for, and other costs relating to any

cost bond, supersedes bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by

Indemnitee or the amount of judgments or fines against Indemnitee.

(k) References to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan.

(l) References

to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary

of the Company or a Subsidiary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent

or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in

a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan,

Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred

to in this Agreement.

(m) “Independent

Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporation law and that

neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material

to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar

indemnification agreements); or (ii) any other party to the Proceeding (as defined below) giving rise to a claim for indemnification hereunder.

Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards

of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action

to determine Indemnitee’s rights under this Agreement.

(n) The term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company.

(o) The

term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate

dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,

whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims),

criminal, administrative or investigative or related nature, in which Indemnitee was, is, will or might be involved as a party or otherwise

by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) taken

by him or her or of any action (or failure to act) on his or her part while acting as a director or officer of the Company, or by reason

of the fact that he or she is or was serving at the request of the Company as a director, officer, trustee, general partner, managing

member, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability

or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.

(p) The

term “Subsidiary,” with respect to any Person, shall mean any corporation, limited liability company, partnership,

joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned,

directly or indirectly, by that Person.

3. INDEMNITY

IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles

of Association of the Company, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of

this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in

any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s

Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments,

liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in

connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually, and reasonably incurred

by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in

good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case

of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

4. INDEMNITY IN

PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law and the Amended and Restated

Memorandum and Articles of Association of the Company, the Company shall indemnify, hold harmless and exonerate Indemnitee in

accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as

a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason

of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated

against all Expenses actually and reasonably incurred by him or her on his or her behalf in connection with such Proceeding or any

claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not

opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this

Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable

to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Cayman Court shall determine

upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly

and reasonably entitled to indemnification, to be held harmless or to exoneration.

5. INDEMNIFICATION FOR EXPENSES

OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement except for Section 27, to the

extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful,

on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall,

to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company,

indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith.

If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than

all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law and the Amended

and Restated Memorandum and Articles of Association of the Company, indemnify, hold harmless and exonerate Indemnitee against all Expenses

actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or

matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable

law and the Amended and Restated Memorandum and Articles of Association of the Company, indemnify, hold harmless and exonerate Indemnitee

against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which

Indemnitee was successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such

a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

6. INDEMNIFICATION

FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement except for Section 27, to the extent that Indemnitee

is, by reason of his or her Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party or threatened

to be made a party, he or she shall, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles

of Association of the Company, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him

or her or on his or her behalf in connection therewith.

7. ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS.

(a) Notwithstanding

any limitation in Sections 3, 4, or 5, except for Section 27, the Company shall, to the fullest extent permitted by applicable law and

the Amended and Restated Memorandum and Articles of Association of the Company, indemnify, hold harmless and exonerate Indemnitee if Indemnitee

is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure

a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments

and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement)

actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights

shall be available under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty

of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a

knowing violation of the law.

(b) Notwithstanding

any limitation in Sections 3, 4, 5 or 7(a), except for Section 27, the Company shall, to the fullest extent permitted by applicable law

and the Amended and Restated Memorandum and Articles of Association of the Company, indemnify, hold harmless and exonerate Indemnitee

if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company

to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest,

assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts

paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding.

8. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.

(a) To

the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this

Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless

or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities,

fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee

to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against

Indemnitee.

(b) The

Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined

in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought

by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.

9. EXCLUSIONS.

Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification,

advance expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:

(a) for

which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision

and which payment has not subsequently been returned, except with respect to any excess beyond the amount actually received under any

insurance policy, contract, agreement, other indemnity or advancement provision or otherwise;

(b) for

an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the

meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; or

as otherwise provided in Sections 14(f)-(g) hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any

Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company

or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding)

prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion,

pursuant to the powers vested in the Company under applicable law.

10. ADVANCES OF EXPENSES; DEFENSE OF CLAIM.

(a) Notwithstanding

any provision of this Agreement to the contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the

Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three

months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting

such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by

applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, be unsecured and interest free. Advances

shall, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company,

be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement

to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable

Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements

to the Company to support the advances claimed. To the fullest extent required by applicable law, such payments of Expenses in advance

of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee,

to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the

Company under the provisions of this Agreement, the Amended and Restated Memorandum and Articles of Association, applicable law or otherwise.

This Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment

is excluded pursuant to Section 9.

(b) The Company will be entitled to participate in the Proceeding at its own expense.

Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty

or limitation on Indemnitee without Indemnitee’s prior written consent.

11. PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.

(a) Indemnitee

agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information

or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or

exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve

the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.

(b) Indemnitee

may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement.

Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion.

Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined

according to Section 12(a) of this Agreement.

12. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.

(a) A

determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific

case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors,

even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii)

if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy

of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing

with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis

for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee

shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity

making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons

or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure

and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable

attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination

shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company

hereby agrees to indemnify and to hold Indemnitee harmless therefrom.

(b) In the event the

determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the

Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee

(unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company

advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the

requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected

by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so

selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as

defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days

after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a

written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent

Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement,

and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the

person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel

so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction

has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request

for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either

the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or

Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person

selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall

act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to

Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity

(subject to the applicable standards of professional conduct then prevailing).

to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel

against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement

pursuant hereto.

13. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.

(a) In

making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination

shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification

in accordance with Section 11(b) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection

with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company

(including by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any action

pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct,

nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met

such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable

standard of conduct.

(b) If

the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to

indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the

requisite determination of entitlement to indemnification shall, to the fullest extent permitted by applicable law and the Amended and

Restated Memorandum and Articles of Association of the Company, be deemed to have been made and Indemnitee 12 shall be entitled to such

indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s

statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any

or all such indemnification is expressly prohibited under applicable law or the Amended and Restated Memorandum and Articles of Association

of the Company; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen

(15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires

such additional time for the obtaining or evaluating of documentation and/or information relating thereto.

(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

(d) For

purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based

on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the

directors, manager, or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise,

its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, or on information or records

given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing

member, by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee

of the Board or any director, trustee, general partner, manager or managing member. The provisions of this Section 13(d) shall not be

deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable

standard of conduct set forth in this Agreement.

(e) The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

14. REMEDIES OF INDEMNITEE.

(a) In

the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification

under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum

and Articles of Association of the Company, is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement

to indemnification shall have been made pursuant to Section 12(a) of this Agreement within thirty (30) days after receipt by the Company

of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of Section

12(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is

not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this

Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii)

payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance

with this Agreement, Indemnitee shall be entitled to an adjudication by the Cayman Court to such indemnification, hold harmless, exoneration,

contribution or advancement rights. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted

by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein,

the provisions of Cayman Islands law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall

not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b) In

the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification,

any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or

arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.

any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified,

held harmless, exonerated to receive advancement of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee

is not entitled to be indemnified, held harmless, exonerated and to receive advancement of Expenses, as the case may be, and the Company

may not refer to or introduce into evidence any determination pursuant to Section 12(a) of this Agreement adverse to Indemnitee for any

purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to

reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement

to indemnification (as to which all rights of appeal have been exhausted or lapsed).

(d) If

a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company

shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement

by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading,

in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(e) The

Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures

and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator

that the Company is bound by all the provisions of this Agreement.

(f) The Company shall

indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and

Articles of Association of the Company against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the

Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable law and the

Amended and Restated Memorandum and Articles of Association of the Company, such Expenses which are incurred by Indemnitee in

connection with any judicial proceeding or arbitration brought by Indemnitee: (i) to enforce his or her rights under, or to recover

damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution

agreement or provision of the Amended and Restated Memorandum and Articles of Association now or hereafter in effect; or (ii) for

recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome

and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right,

advancement, contribution or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought

by Indemnitee in good faith).

(g) Interest

shall be paid by the Company to Indemnitee at the legal rate under New York law for amounts which the Company indemnifies, holds harmless

or exonerates, or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing with the date

on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses

and ending with the date on which such payment is made to Indemnitee by the Company.

15. SECURITY.

Notwithstanding anything herein to the contrary, except for Section 27, to the extent requested by Indemnitee and approved by the Board,

the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through

an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked

or released without the prior written consent of Indemnitee.

16. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.

(a) The

rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time

be entitled under applicable law, the Amended and Restated Memorandum and Articles of Association, any agreement, a vote of shareholders

or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit

or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened,

commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee

in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by

statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would

be afforded currently under the Amended and Restated Memorandum and Articles of Association or this Agreement, it is the intent of the

parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein

conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition

to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment

of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) The

Companies Law and the Amended and Restated Memorandum and Articles of Association permit the Company to purchase and maintain insurance

or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety

bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability asserted against him or

her or incurred by or on behalf of him or her or in such capacity as a director, officer, employee or agent of the Company, or arising

out of his or her status as such, whether or not the Company would have the power to indemnify him or her against such liability under

the provisions of this Agreement or under the Companies Law, as it may then be in effect. The purchase, establishment, and maintenance

of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee

under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee

shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification

Arrangement.

Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners,

managers, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person serves at

the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the

maximum extent of the coverage available for any such director, officer, trustee, partner, managers, managing member, fiduciary,

employee or agent under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to

which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director and officer liability

insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set

forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay,

on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

(d) In

the event of any payment under this Agreement, the Company, to the fullest extent permitted by applicable law and the Amended and Restated

Memorandum and Articles of Association of the Company, shall be subrogated to the extent of such payment to all of the rights of recovery

of Indemnitee, including with respect to any insurance. The Indemnitee shall execute all papers required and take all action necessary

to secure such 16 rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

No such payment by the Company shall be deemed to relieve any insurer of its obligations.

(e) The

Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at

the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other

Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or

advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary except for Section

27, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration,

advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s

satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under

this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless,

exoneration, contribution or insurance coverage rights against any person or entity other than the Company.

(f) Notwithstanding anything contained

herein, the Company is the primary indemnitor, and any indemnification or advancement obligation of the Sponsor or its affiliates is

secondary.

17. DURATION

OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as

a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent

of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the

request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any

rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of his or her

Corporate Status, whether or not he or she is acting in any such capacity at the time any liability or expense is incurred for which indemnification

or advancement can be provided under this Agreement.

18. SEVERABILITY.

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:

(a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion

of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that

is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to

the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company; (b)

such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect

to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation,

each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable,

that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

19. ENFORCEMENT AND BINDING EFFECT.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.

(b) Without

limiting any of the rights of Indemnitee under the Amended and Restated Memorandum and Articles of Association of the Company as they

may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject

matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect

to the subject matter hereof.

indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall

be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect

successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall

continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, officer, trustee,

general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall

inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

(d) The

Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially

all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee,

expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to

perform if no such succession had taken place.

(e) The

Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable

and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree

that Indemnitee may, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association

of the Company, enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any

necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall

not be precluded from seeking or obtaining any other relief to which he or she may be entitled. The Company and Indemnitee further agree

that Indemnitee shall, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association

of the Company, be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions

and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges

that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court of competent jurisdiction, Company hereby

waives any such requirement of such a bond or undertaking to the fullest extent permitted by applicable law and the Amended and Restated

Memorandum and Articles of Association of the Company.

20. MODIFICATION AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Company and Indemnitee. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.

21. NOTICES.

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been

duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed,

or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so

mailed:

(a) If

to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in

writing to the Company.

(b) If to the Company, to:

Aperture AC

85 Wilshire Boulevard, 5th Floor

Los Angeles,

CA 90017

Attn: Calvin Kung, Chief Executive Officer

With a copy, which shall not constitute notice, to

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas,

11th Floor

New York, New York 10105

Attn: Barry I. Grossman, Esq.

or to any other address as may have been furnished to Indemnitee

in writing by the Company.

22. APPLICABLE

LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and

enforced in accordance with, the laws of the State of New York, without regard to its conflict of laws rules. Except with respect to any

arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to the fullest extent permitted by applicable law and

the Amended and Restated Memorandum and Articles of Association of the Company, the Company and Indemnitee hereby irrevocably and unconditionally:

(a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Cayman Court

and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to

the exclusive jurisdiction of the Cayman Court for purposes of any action or proceeding arising out of or in connection with this Agreement;

(c) waive any objection to the laying of venue of any such action or proceeding in the Cayman Court; and (d) waive, and agree not to plead

or to make, any claim that any such action or proceeding brought in the Cayman Court has been brought in an improper or inconvenient forum,

or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by applicable law and the Amended and Restated Memorandum

and Articles of Association of the Company, the parties hereby agree that the mailing of process and other papers in connection with any

such action or proceeding in the manner provided by Section 21 or in such other manner as may be permitted by applicable law and the Amended

and Restated Memorandum and Articles of Association of the Company, shall be valid and sufficient service thereof.

23. IDENTICAL

COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an

original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against

whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

24. MISCELLANEOUS.

Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs

of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction

thereof.

25. PERIOD

OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against

Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the

date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless

asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations

is otherwise applicable to any such cause of action such shorter period shall govern.

26. ADDITIONAL

ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required

to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company,

the Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable

the Company to fulfill its obligations under this Agreement.

27. WAIVER

OF CLAIMS TO TRUST ACCOUNT. Indemnitee hereby agrees that he or she does not have any right, title, interest or claim of any kind

(each, a “Claim”) in or to any monies in the trust account established in connection with the Company’s

initial public offering for the benefit of the Company and holders of shares issued in such offering, and hereby waives any Claim he or

she may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against

such trust account for any reason whatsoever.

28. MAINTENANCE OF

INSURANCE. The Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period for

which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable

insurance companies to provide the officers/directors of the Company with coverage for losses from wrongful acts and omissions and

to ensure the Company’s performance of its indemnification obligations under this Agreement. The Indemnitee shall be covered

by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such

director or officer under such policy or policies. In all such insurance policies, the Indemnitee shall be named as an insured in

such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the

Company’s directors and officers.

29. INTERPRETATION

In this Agreement:

(a) words importing the singular number include the plural number

and vice versa; words importing the masculine gender include the feminine gender; words importing persons include corporations as well

as any other legal or natural person;

(b) “written” and “in writing” include

all modes of representing or reproducing words in visible form, including in the form of an Electronic Record;

“may” shall be construed as permissive;

(d) references to provisions of any law or regulation shall be

construed as references to those provisions as amended, modified, re-enacted or replaced;

(e) any phrase introduced by the terms “including”,

“include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the

sense of the words preceding those terms;

(f) the term “and/or” is used herein to mean both

“and” as well as “or.” The use of “and/or” in certain contexts in no respects qualifies or modifies

the use of the terms “and” or “or” in others. The term “or” shall not be interpreted to be exclusive

and the term “and” shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires);

(g) headings are inserted for reference only and shall be ignored

in construing this Agreement;

(h) any requirements as to delivery under this Agreement include

delivery in the form of an electronic record (as defined in the Electronic Transactions Act (Revised));

(i) any requirements as to execution or signature under this

Agreement including the execution of this Agreement itself can be satisfied in the form of an electronic signature (as defined in the

Electronic Transactions Act (Revised))

(j) sections 8 and 19(3) of the Electronic Transactions Act (Revised)

shall not apply.

[Signature Page Follows]

IN WITNESS WHEREOF, the

parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.

APERTURE AC

By:

Name:

Title:

INDEMNITEE

By:

Name:

Address:

[Signature page - Indemnity Agreement]

EX-10.7 — ADMINISTRATIVE SERVICES AGREEMENT, DATED MAY 20, 2026, BETWEEN THE COMPANY AND APERTURE SPONSOR LLC

EX-10.7

Filename: ea029197501ex10-7.htm · Sequence: 11

Exhibit 10.7

APERTURE AC

835 Wilshire Boulevard, 5th Floor

Los Angeles, CA, 90017

May 20, 2026

Aperture Sponsor LLC

835 Wilshire Boulevard, 5th

Floor

Los Angeles, CA, 90017

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter

agreement by and between Aperture AC (the “Company”) and Aperture Sponsor LLC (the “Services Provider”

and Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities

of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration

Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”)

and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation

(in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

(i) The

Services Provider shall make available (or cause other persons to make available) to the Company, at 835 Wilshire Boulevard, 5th

Floor, Los Angeles, California, 90017 (or any successor location of the Services Provider), certain office space, utilities and secretarial

and administrative support as may be reasonably required by the Company. As reimbursement therefor, the Company shall pay the Services

Provider (and the Services Provider will receive on behalf of itself or, to the extent it causes another person to make support available

to the Company, as nominee on behalf of such other person) the sum of $2,083.33 per month beginning on the Listing Date and continuing

monthly thereafter until the Termination Date.

(ii) The

Services Provider hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of,

or arising out of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of

any amounts due to it out of, the trust account established for the benefit of the public shareholders of the Company and into which substantially

all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”),

and hereby irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect the

Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction

of any Claim against the Trust Account or any monies or other assets in the Trust Account or which have been distributed from the Trust

Account to public shareholders for any reason whatsoever.

This letter

agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all

prior understandings, agreements or representations by or among the parties hereto, written or oral, to the extent they relate in any

way to the subject matter hereof or the transactions contemplated hereby.

This letter

agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties

hereto.

No party

hereto may assign either this letter agreement or any of its rights, interests or obligations hereunder without the prior written approval

of the other party; provided, however, that the Services Provider may assign this letter agreement, in whole or in part, to Sponsor or

any other person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control

with, Sponsor without the prior written approval of the Company. Any purported assignment in violation of this paragraph shall be void

and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.

This letter

agreement constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract,

tort, statute, law or equity) shall be governed by, construed in accordance with and interpreted pursuant to the laws of the State of

New York, without giving effect to its choice of laws principles.

[Signature Page Follows]

Very truly yours,

APERTURE AC

By:

/s/ Calvin Kung

Name:

Calvin Kung

Title:

Chief Executive Officer

AGREED TO AND ACCEPTED BY:

Aperture Sponsor LLC

By:

/s/ Calvin Kung

Name:

Calvin Kung

Title:

Managing Member

[SIGNATURE PAGE TO ADMINISTRATIVE

SERVICES AGREEMENT]

EX-99.1 — PRESS RELEASE, DATED MAY 20, 2026

EX-99.1

Filename: ea029197501ex99-1.htm · Sequence: 12

Exhibit 99.1

Aperture AC Announces the Pricing of $90,000,000 Initial Public

Offering

Los Angeles, CA, May 20, 2026 (PR Newswire) --

Aperture AC (the “Company”) announced today the pricing of its initial public offering of 9,000,000 units at a price of $10.00

per unit. The units are expected to be listed on the Nasdaq Capital Market (“Nasdaq”) and begin trading tomorrow, May 21,

2026, under the ticker symbol “APURU.” Each unit consists of one Class A ordinary share and one right (the “Share Right”)

to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of an initial business combination. Once the securities

constituting the units begin separate trading, the Class A ordinary shares and Share Rights are expected to be listed on Nasdaq under

the symbols “APUR” and “APURR,” respectively. The offering is expected to close on May 22, 2026, subject to customary

closing conditions. The Company has granted the underwriters a 30-day option to purchase up to an additional 1,350,000 units at the initial

public offering price to cover over-allotments, if any.

The Company is a blank check company formed for

the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business

combination with one or more businesses. The Company may pursue an initial business combination in any business or industry or geographic

it chooses.

The Company’s management team is led by

Calvin Kung, its Chief Executive Officer and a director, and Daniel Zhao, its Chief Financial Officer and a director. In addition, the

Board includes Zhen Tan, Thomas Friend and Song Pettus.

IB Capital, LLC is acting as book-running manager

for the offering and EarlyBirdCapital, Inc. and I-Bankers Securities, Inc. are joint book running managers.

The offering is being made only by means of a

prospectus. When available, copies of the prospectus may be obtained from IB Capital LLC, by email at info@ibcpr.net, or by accessing

the SEC’s website, www.sec.gov.

A registration statement relating to the securities

has been filed with the U.S. Securities and Exchange Commission (“SEC”) and became effective on May 14, 2026. This press release

shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state

or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities

laws of any such state or jurisdiction.

Forward-Looking Statements

This press release contains statements that constitute

“forward-looking statements,” including with respect to the proposed initial public offering and search for an initial business

combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that

the net proceeds will be used as described in the offering prospectus.

Forward-looking statements are subject to numerous

conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of

the Company’s registration statement and preliminary prospectus for the Company’s initial public offering filed with the SEC.

Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these

statements for revisions or changes after the date of this release, except as required by law.

Company Contact:

Aperture AC

835 Wilshire Blvd. 5th Floor,

Los Angeles, CA, 90017

Attn: Calvin Kung, CEO

(424) 253-0908

EX-99.2 — PRESS RELEASE, DATED MAY 22, 2026

EX-99.2

Filename: ea029197501ex99-2.htm · Sequence: 13

Exhibit 99.2

Aperture AC Announces Closing of $102,000,000

Initial Public Offering, Including Partial Exercise of Underwriters’ Over-Allotment Option

Los Angeles, CA, May 22, 2026 (GLOBE NEWSWIRE)

– Aperture AC (the “Company”) (Nasdaq: APURU) announced today the closing of its initial public offering of 10,200,000

units, which includes 1,200,000 units issued pursuant to the partial exercise by the underwriters of their over-allotment option. The

offering was priced at $10.00 per unit, resulting in gross proceeds of $102,000,000.

The Company’s units began trading on May

21, 2026 on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “APURU.” Each unit consists of one Class

A ordinary share of the Company and one right (the “Share Right”) to receive one-fourth (1/4) of one Class A ordinary share

of the Company upon the consummation of an initial business combination. Once the securities constituting the units begin separate trading,

the Class A ordinary shares and Share Rights are expected to be listed on Nasdaq under the symbols “APUR” and “APURR,”

respectively.

The Company is a blank check company formed for

the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business

combination with one or more businesses. The Company may pursue an initial business combination in any business or industry or geographic

area it chooses.

The Company’s management team is led by

Calvin Kung, its Chief Executive Officer and a director, and Daniel Zhao, its Chief Financial Officer and a director. In addition, the

Board includes Zhen Tan, Song Pettus, and Thomas Elliott Friend.

IB Capital, LLC acted as book-running manager for the offering and

EarlyBirdCapital, Inc. and I-Bankers Securities, Inc. acted as joint book runners.

A registration statement relating to the securities

was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on May 14, 2026. This press release shall

not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or

jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities

laws of any such state or jurisdiction.

Forward-Looking Statements

This press release contains statements that constitute

“forward-looking statements,” including with respect to the anticipated use of the net proceeds of the initial public offering

and the simultaneous private placement, and the search for an initial business combination. No assurance can be given that the net proceeds

of the offering will be used as indicated.

Forward-looking statements are subject to numerous

conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of

the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. Copies of

these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements

for revisions or changes after the date of this release, except as required by law.

Company Contact:

Aperture AC

835 Wilshire Blvd. 5th Floor,

Los Angeles, CA, 90017

Attn: Calvin Kung, CEO

(424) 253-0908

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